To
The Members
Suryalata Spinning Mills Limited
Your Board of Directors are pleased to present the 40th Annual Report of
the Company together with the Standalone and Consolidated Audited Financial Statements of
Accounts for the financial year ended 31st March 2023.
FINANCIAL RESULTS:
The Company has prepared Standalone and Consolidated Financial Results in accordance
with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under
Section 133 of the Companies Act, 2013.
The Financial performance of the Company for the Financial year ended 31st
March 2023 is summarized below: ( in Lakhs)
Particulars |
Standalone Results |
Consolidated Results |
| 2022-23 |
2021-22 |
2022-23 |
Revenue from Operations |
47,926 |
48,034 |
48,400 |
Other Income |
384 |
169 |
331 |
Profit before Interest Depreciation and Tax |
6,063 |
8,079 |
6,449 |
Interest |
527 |
878 |
545 |
Depreciation |
1,207 |
1,143 |
1,238 |
Profit Before Tax |
4,329 |
6,058 |
4,666 |
Less: Provision for tax |
1,010 |
1,536 |
1,074 |
Deferred Tax Liability |
216 |
(253) |
216 |
Profit After Tax |
3,103 |
4,775 |
3376 |
Add: Profit brought forward from last year |
3,195 |
1,445 |
3,195 |
Amount available for appropriation |
6,298 |
6,220 |
6,571 |
Appropriations: |
|
|
|
Transfer to |
|
|
|
(a) General Reserve |
3,000 |
3,000 |
3,000 |
(b) Dividend on Equity Shares |
38 |
25 |
38 |
Balance Carried forward to Balance Sheet |
3,260 |
3,195 |
3,533 |
Details of Standalone Operations:
The Audited Standalone and Consolidated Financial Statements of your Company as on 31st
March, 2023, prepared in accordance with the relevant applicable Ind AS and Regulation 33
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”) and provisions of the Companies Act, 2013
(“the Act”), forms part of this Annual Report.
Highlights of the Companys Affairs:
The Companys performance in the financial year under review has slightly been impacted
adversely as compared to the previous year. The major highlights of the Companys
performance for the financial year 2022-23 are as under:
Revenue from operations is Rs. 479.26 crores as compared to Rs. 480.34 crores in the
previous year.
Exports decreased by 42.23% to Rs. 49.07 Crores as compared to Rs 84.94 crores in the
previous year. FOB value exports is US$ 59,15,152 as against US$ 1,08,07,295 in the
previous year.
Production quantities increased to 27497 MTs as against 26427 MTs in the previous year.
Annual Average yarn realization was increased by Rs. 1.78 i.e to Rs.174.09 per kg. as
against Rs.172.31 per kg in the previous year.
Annual Average input (raw material) cost increased by Rs.5.95 (i.e) to Rs.109.01 per
kg. as against Rs.103.06 per kg in the previous year.
Contributions from operations decreased by Rs. 4.16 per kg. (i.e) Rs. 65.09 as against
Rs.69.25 per kg in the previous year.
Operational cost increased by Rs.0.44 per kg. (i.e) Rs. 48.86 as against Rs. 48.42 per
kg in the previous year
Profit before Tax for the is Rs. 43.29 Crores as compared to Rs. 60.58 Crores in the
previous year.
Profit after Tax is Rs. 31.03 Crores as against Rs. 47.75 Crores in the previous year.
The Company has acquired 100% equity shareholding in Suntree Solar Energy Private
Limited (“Suntree”) which owns a 10MW Solar Plant on 23 rd January
2023 making Suntree its wholly owned subsidiary.
Subsidiary Company:
The Company has one wholly owned subsidiary Suntree Solar Energy Private Limited
(Suntree) which was acquired during the financial year. Suntree is in the business of
generation of solar energy.
The statement containing highlights of performance of the Subsidiary Company, salient
features of its financial statements for the financial year ended on March 31, 2023 and
its contribution to the overall performance of the Company is attached as Annexure-I.
The audited accounts of the Subsidiary Company is available on the official website of
the Company at www.snrya.la.ta.com. The annual accounts of the Company and of the
Subsidiary Company are open for inspection by the registered shareholder of the Company at
the Registered Office of the Company. The Company will also make available copies of these
documents to the registered shareholder upon receipt of request in writing from them.
Consolidated Financial Results:
The Audited Consolidated Financial Statements of your Company as on 31st March. 2023.
prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations. 2015 (“SEBI Listing
Regulations”) and provisions of the Companies Act. 2013 (“the Act”). forms
part of this Annual Report.
Sustainable Development Goals:
Your Company is conscious of its responsibilities towards the protection of the
environment and sustainability. As a step towards obtaining the sustainable development
goals. the Company has installed Solar Power Plants of 11 MW within the manufacturing
units for Captive consumption of power generation. These installed capacities mitigate 20%
of the company annual power requirements and reduce the dependence on DISCOM power
supplies. The average cost of power from operating these plants will be about Rs.2.20 per
unit. By installing the solar power plants. the company is reducing the carbon footprint
and also the cost of power consumption and the management has approved setting up of
further capacities of solar power plants within the manufacturing units and bring in
further cost efficiencies.
The company also has state-of-the-art Sewage Treatment Plants in both the units whereby
95% of the water used in the factories is purified and recycled.
The company also acquired Suntree Solar Energy Pvt Ltd as its 100% subsidiary. which is
having 10 MW AC capacity Solar Power Plant with Power Purchase Agreement for 20 years
(remaining period of 12 years) with Telangana Government.
Capital expenditure:
The Company had spent Rs. 356.89 lakhs towards installation of 1 MW Solar plant within
the plant premises for captive consumption. Rs. 224.61 lakhs has been spent for purchase
and installation of balance equipment required to increase the production and Rs.43.81
lakhs for purchase of vehicles.
Changes in Share Capital:
There was no change in the share capital of the Company during the financial year under
review.
The Authorized Share Capital of the Company as on 31st March 2023 was Rs.
17,00,00,000/- divided into 90,00,000 Equity Shares of Rs. 10/- each and 8,00,000
Preference Shares of Rs.100/- each
The issued share capital of the Company is Rs. 811,70,000/- divided into 42,67,000
equity shares of Rs. 10/- each and 3,85,000 8% Cumulative Redeemable Preference Shares of
Rs. 100/- each.
The listed share capital of the Company is Rs. 4,26,70,000/- of 42,67,000 Equity shares
of Rs. 10/- each.
Transfer to Reserves:
The Company has decided to transfer Rs.30.00 Crores to the general reserve for the
financial year ended 31st March 2023. Dividends:
Your Directors have recommended the payment of dividend on the Cumulative Redeemable
Preference Shares as per the terms and conditions of the Issue for the Financial Year
2022-23. The said dividend, if approved will result in cash outflow of Rs. 30,80,000/-.
Further, your Directors have recommended the payment of 30% dividend on the paid up
value of the Equity Shares i.e. Rs. 3 per share of Rs.10/- each to the Non-promoter equity
shareholders of the Company for the year 2022-23. The dividend, if approved, will result
in cash outflow of Rs.37,94,070/-.
Investor Education and Protection Fund (IEPF):
Pursuant to provisions of Section 124 and 125 of the Companies Act 2013 read with IEPF
Rules 2016, all unpaid or unclaimed dividends up to the financial year 2014-15 was
transferred to the Investor Education and Protection Fund established by the Central
Government, after notice was sent to all shareholders whose shares were due to be
transferred to the IEPF Authority and published requisite advertisement in the newspaper.
The shareholders whose dividends and shares have been transferred to the IEPF Authority
can claim their dividend and shares from the IEPF Authority. All unpaid or unclaimed
dividends up to the financial year 2015-16 will be transferred to the Investor Education
and Protection Fund as per the due dates falling this year.
Deposits:
During the financial year under review the Company has not accepted any deposits as per
the Section 73 of the Companies Act 2013 as well as the Companies (Acceptance of Deposits)
Rules, 2014.
Annual Return:
Pursuant to Section 134 (3) (a) & Section 92 (3) of the Companies Act, 2013 read
with Rules 12 of the Companies (Management & Administration) Rules, 2014, the Annual
Return of the company for Financial Year 2022-23 is placed on the companys website at
https: www.suryalata.com.
Number of Meetings of the Board of Directors and Committees:
5 (Five) Board Meetings & Audit Committee Meetings were held during the
Financial Year 2022-23 as below:
1. 23rd May, 2022;
2. 5th August, 2022;
3. 9th November, 2022;
4. 6th January, 2023;
5. 9th February, 2023.
The Meetings of the following Committees were held on the dates as mentioned below:
1. CSR Committee Meeting ? 23rd May, 2022;
2. Nomination and Remuneration Committee ? 23rd May, 2022;
3. Stakeholders Relationship Committee Meeting ?9th February, 2023;
For details pertaining to attendance of Directors for the said Meetings, please refer
to the Corporate Governance Report, which forms part of this report.
Directors Responsibility Statement:
Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect
to the Directors Responsibility Statement, the Board of Directors of the Company hereby
confirms:
(a) that in the preparation of the annual accounts for the Financial Year ended 31st
March 2023, the applicable accounting standards have been followed;
(b) that the directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31st
March 2023, and Profit and Loss Statement of the Company for that period;
(c) that the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
(d) that the directors have prepared the annual accounts for the financial year ended
31st March, 2023, on a going concern basis;
(e) that the directors have laid down internal controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively;
(f) that the directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Statement on declaration given by Independent Directors under Sub-Section (6) of
Section 149 of the Companies Act, 2013:
The Independent Directors have submitted the Declaration of Independence, as required
pursuant to Sub-Section (7) Section 149 of the Companies Act, 2013 stating that they meet
the criteria of independence as provided in (6) of section 149 of Companies Act, 2013 and
Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015.
Related Party Transactions:
All the related party transactions are entered in the ordinary course of business and
on arms length basis they are in compliance with the applicable provisions of Companies
Act 2013 and listing regulations. The disclosures relating to related party transactions
as required in Form AOC-2 is enclosed to this report as Annexure-II.
The Company has adopted a related party transactions policy and the said policy as
approved by the board is uploaded on the Companys website www.snryala.ta.com.
Particulars of Loans, Guarantees and Investments:
During the year under review, the Company has granted a loan of Rs. 45,02,20,000 to its
wholly owned subsidiary, Suntree Solar Energy Private Limited.
The Company has made an investment to the tune of Rs. 97,80,000/- by way of purchase of
100 % equity shares of Suntree as a result Suntree is now a Wholly Owned Subsidiary of the
Company.
However, the Company has not provided any guarantees.
Particulars of Employees:
The details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
enclosed as Annexure HH.
Further during the year under review, the list of top ten employees in terms of
remuneration drawn as set out in Rule 5 Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is enclosed as Annexure HH.
Details of Directors and Key Managerial Personnels appointed or resigned during the
year:
No Director or Key Managerial Personnel was appointed or resigned during the year in
review.
In accordance with the provisions of the Companies Act, 2013 and in terms of Articles
of Association of the Company, Smt. Madhavi Agarwal, Whole time Director of the Company is
liable to retire by rotation at the ensuing Annual General Meeting and being eligible,
offers herself for re-appointment.
Committees of the Board:
Currently the Board has four Committees:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Corporate Social Responsibility Committee &
4. Stakeholders Relationship Committee.
Audit Committee:
The Audit Committee comprises of Sri R Surender Reddy, Chairman, Sri K R Suresh Reddy,
Member and Sri Harishchandra Prasad Kanuri, Member. All the recommendations made by the
members of Audit Committee were accepted by the Board.
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee comprises of Sri K R Suresh Reddy, Chairman,
Sri R Surender Reddy, Member and Sri Harishchandra Prasad Kanuri, Member.
Stakeholders Relationship Committee:
Stakeholders Relationship Committee comprises of Sri K R Suresh Reddy, Chairman, Sri
Vithaldas Agarwal, Member and Sri Mahender Kumar Agarwal, Member.
The Scope of the committee shall include considering and resolving the grievances of
the security holders of the company which may arise due to any of the reasons cited in the
Stakeholders Relationship Committee of the company.
Corporate Social Responsibility Committee:
The Corporate Social Responsibility Committee consists of Sri R Surender Reddy,
Chairman, Sri Vithaldas Agarwal, Member and Sri Mahender Kumar Agarwal, Member.
This policy encompasses the Companys philosophy for giving back to society as a
corporate citizen and lays down the guidelines and mechanism for undertaking socially
useful programmes for the welfare & sustainable development of the community at large.
Corporate Social Responsibility:
The core theme of the Companys Corporate Social Responsibility (CSR) policy is giving
back to the society from which it draws its resources by extending helping hand to the
needy and the underprivileged.
Corporate Social Responsibility is the commitment of business to contribute for
sustainable economic development. It is the contribution of the corporate sector for
philanthropic causes like education, health, water, sanitation, animal welfare,
environment and community development. In alignment with vision the Company, through its
CSR initiatives will continue to enhance value creation in the society, through its
services, conduct & initiatives, so as to promote sustained growth of the society in
fulfillment of its role as a Socially Responsible Corporate with environmental concern.
The CSR Policy of your Company as approved by the Board of Directors, is hosted on your
Companys website www.suryalata.com.
The Report on Corporate Social Responsibility as per Rule 8 of (Corporate Social
Responsibility Policy) Rules, 2014 is enclosed as Annexure IVand forms part
of this Directors Report.
Policy on directors appointment and remuneration and other details:
The Company follows a policy on remuneration of directors and other senior managerial
personnel. The Policy is recommended by the Nomination and Remuneration Committee and
approved by the Board. More details of the same is given in the Corporate Governance
Report.
Statutory Auditors and Auditors Report:
M/s. K.S. Rao & Co., Chartered Accountants (ICAI Firm Registration Number 003109S)
were appointed as Statutory Auditors of the Company in the 39thAnnual General
Meeting (AGM) held on 29th September 2022 to hold office for a period of five
years i.e. up to the conclusion of 44th Annual General Meeting.
K. S. Rao & Co., Chartered Accountants, the Statutory Auditors of the company
has issued an unmodified Auditors Report (standalone and consolidated) for Financial Year
ended 31st March 2023 and the Auditors have not reported any matter under
Section 143(12) of the companies Act 2013 and therefore no details are required to be
disclosed under Section 134(3) of the Companies Acts 2013.
The Auditors Report to the Shareholders for the financial year under review does not
contain any qualification, reservation or adverse remark. The Auditors Report is enclosed
with the financial statements in this Annual Report.
Secretarial Auditor:
The Board has appointed R&A Associates, Company Secretaries a firm of
Practicing Company Secretaries, Hyderabad as the Secretarial Auditors to conduct
Secretarial Audit of the Company for the Financial Year ended 31st March 2023
in compliance with the provisions of Section 204 of the Companies Act, 2013.The
Secretarial Audit Report issued by R & A Associates, Company Secretaries, in Form MR-3
is enclosed as Annexure V.
Internal Auditor:
The Board of Directors of the Company have appointed M/s. Brahmayya & Co.,
Chartered Accountants as Internal Auditors to conduct Internal Audit of the Company for
the Financial Year ended 31st March 2023.
Cost Auditor:
M/s. Aruna Prasad & Co., Cost Auditors were appointed as Cost Auditor for
conducting the cost audit of the Company for the financial year 2022-23 and paid
remuneration of Rs. 40,000/-. The Board of Directors have appointed M/s. Aruna Prasad
& Co., Cost Auditors, Chennai for conducting the cost audit of the Company for the
financial year 2023-24, in compliance to the provisions of Section 148 of the Companies
Act, 2013 read with Companies (Cost Records and Audit Rules,) 2014, on the recommendations
made by the Audit Committee and has recommended the remuneration for the approval of
Members at the ensuing Annual General Meeting.
Corporate Governance Report:
The report on Corporate Governance as per Regulation 34(3) read with Schedule V of the
SEBI (LODR) Regulations is included as a part of this Annual Report. The requisite
certificate from R&A Associates, Company Secretaries conforming the compliance
with the conditions of Corporate Governance is attached to the report on Corporate
Governance.
Management Discussion and Analysis:
In terms of provisions of Regulation 34(2) of SEBI Listing Regulations report on
Management Discussion & Analysis for the year under review is provided in a separate
section forming part of this Annual Report.
Vigil Mechanism/Whistle Blower Policy:
The Board of Directors of the Company has adopted Whistle Blower Policy. This policy is
formulated to provide an opportunity to employees and an avenue to raise concerns and to
access in good faith the Audit Committee, to the highest possible standards of ethical,
moral and legal business conduct and its commitment to open communication, in case they
observe unethical and improper practices or any other wrongful conduct in the Company, to
provide necessary safeguards for protection of employees from reprisals or victimization
and to prohibit managerial personnel from taking any adverse personnel action against
those employees.
The Policy on vigil mechanism/whistle blower policy may be accessed on the Companys
website www.snrya.la.ta.com. Details of adequacy of internal financial controls:
The company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weaknesses in the design or operation were observed.
The details of significant material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companys operations in future:
No significant or material orders were passed by the regulators or courts or tribunals
impacting the going concern status and companys operations in future during the year
under review.
Material changes and Commitments, if any, affecting the financial position of the
Company occurred after the closure of financial year till the time of adoption of this
report:
No other material changes and commitments have occurred after the close of the year
till the date of this Report, which affect the financial position of the Company. Further
there is no change in the nature of business of the Company.
Conservation of energy, technology absorption, foreign exchange earnings and outgo:
The information with respect to Conservation of energy, technology absorption, foreign
exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Rule 8 of
Companies (Accounts) Rules, 2014, are provided in the Annexure Vito this
Report.
Risk Management Policy:
The Company has policy for identifying risk and established controls to effectively
manage the risk. Further the company has laid down various steps to mitigate the
identified risk. The audit committee has additional oversight in the area of financial
risks and controls. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis.
Declaration with the compliance with the code of conduct by Members of the Board and
Senior Management personnel:
The Company has complied with the requirements about code of conduct for Board members
and Senior Management Personnel.
The said policy is available on the website of the Company www.suryalata.com.
Mechanism for Board Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance,
Board committees and individual directors pursuant to the provisions of the Schedule IV of
the Companies Act, 2013 and the corporate governance requirements as prescribed by
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations 2015.
The Directors evaluation was broadly based on the parameters such as understanding of
the Companys vision, objective, skills, knowledge and experience, participation and
attendance in Board/ Committee meetings; governance and contribution to strategy;
interpersonal skills etc.
The Board has carried out the annual performance evaluation of its own performance, the
Directors individually as well as evaluation of the working of its Board Committees. A
structured questionnaire was prepared covering various aspects of the Boards functioning
such as adequacy of the composition of the Board and its Committees, Board Culture,
execution and performance of specific duties, obligations and governance.
A meeting of the Independent Directors was also held which reviewed performance of
non-independent directors, performance of the board as a whole and performance of the
chairman after taking into account the views of executive directors and nonexecutive
directors. The same was discussed in the board meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed. Performance evaluation of Independent Directors
was done by the entire Board, excluding the independent director being evaluated.
Policy on Sexual Harassment:
The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace
in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.The Company regularly conducts awareness programmes for its
employees.
Disclosure pertaining to sexual harassment of women at workplace:
During the Financial year ended 31st March, 2023 the Company has neither
received any complaints nor there are any pending complaints pertaining to sexual
harassment and the Company has constituted an Internal Complaints Committee.
Compliance with Secretarial Standards:
The Company has complied with applicable Secretarial Standards issued by the Institute
of Company Secretaries of India. Prevention of insider Trading Code
The Company has a policy i.e., code of conduct prohibiting insider trading in
conformity with SEBI (Prohibition of Insider Trading) Regulations, 2015. The said policy
contains necessary procedures applicable to Directors, officers and designated persons for
trading in the securities of the Company.
The trading window closures are intimated in advance to all the concerned during which
period, the Board of Directors and designated persons are not permitted to trade in the
securities of the company.
Acknowledgments:
Your Directors thank the government authorities, financial institutions, banks,
customers, suppliers, members, employees and other business associates of your Company,
who through their continued support and co-operation, have helped as partners in your
Companys progress and achievement of its objectives.
|
For and on behalf of the Board |
|
For Suryalata Spinning Mills Limited |
Sd/- |
Sd/- |
Vithaldas Agarwal |
Mahender Kumar Agarwal |
Managing Director |
Joint Managing Director |
DIN: 00012774 |
DIN: 00012807 |
Add : 8-2-684/3/k/8To10,MLA Colony,Road No. 12, |
Add: 8-2-684/3/k/8To10, MLA Colony, Road |
Banjara Hills, Hyderabad-500034,Telangana |
No. 12, Banjara Hills, Hyderabad-500034, |
|
Telangana |
Place: Secunderabad |
|
Date: 12th August 2023 |
|
+91-9892691696
