To,
The Members
SURYAVANSHI SPINNING MILLS LIMITED
We have pleasure in presenting the 44th Directors Report on
the business and operations of Company and Financial Results for the year ended 31st
March, 2023.
1. The financial highlights of the company are as follows:
| Particulars |
2022-23 |
2021-22 |
| Turnover/Revenue |
5430.29 |
5443.30 |
| Gross Profit before financial charges & depreciation
& exceptional items |
(242.08) |
474.78 |
| Less: Depreciation |
158.55 |
171.55 |
| Financial charges |
193.41 |
152.46 |
| Exceptional items |
574.05 |
- |
| Profit / (Loss) before taxation |
(19.99) |
150.76 |
| Tax expenses |
3.94 |
- |
| Profit/(Loss) after taxation |
(23.93) |
150.76 |
2. OPERATIONS
During the year under review, the company recorded total turnover of
Rs. 5430.29 lakhs as against turnover of Rs. 5443.30 lakhs of the previous year. The
operations during the year have resulted in a loss of Rs. 23.93 lakhs as against the
profit of Rs. 150.76 lakhs in previous year.
3. CHANGE IN SHARE CAPITAL
There is no change in Share Capital of the company during the year
under review.
4. CHANGE IN THE NATURE OF BUSINESS
There was no change in nature of business activity during the year.
5. REVISION OF ANNUAL FINANCIAL STATEMENTS
There was no case of revision in financial statement during the year.
6. RESERVES
Your Directors does not propose to carry any amount to General Reserve
Account as the Company has incurred losses during the financial year.
7. DIVIDEND
In view of losses incurred by the Company during the year under review,
the Board is unable to recommend dividend.
8. DEPOSIT
The Company has not accepted any deposits covered under Chapter V of
the Companies Act, 2013 ("Act"). Accordingly, there is no disclosure or
reporting required in respect of details relating to deposits.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There are no material changes and commitments affecting financial
position of the Company which have occurred between the end of the financial year of the
company to which financial statements relate and date of the report.
10. CORPORATE GOVERNANCE
The report on Corporate Governance is not being enclosed to this report
in view of the relaxation under regulation 15(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015.
11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management?s Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34 read with Schedule V of SEBI (Listing
Obligations and Disclosure Requirements), 2015 is presented in a separate section forming
part of the Annual Report as Annexure - IV
12. LISTING AT STOCK EXCHANGE
The Equity shares of the Company are listed on Bombay Stock Exchange
Limited, Mumbai and the Listing Fee for the year 2022-23 has been duly paid.
13. ENVIRONMENT AND POLLUTION CONTROL
The manufacturing facility has obtained environmental clearance from
the Pollution Control Board concerned and is in compliance with all current environmental
legislation. As an integral part of its environment protection drive, the Company ensures
the very minimum quantity of generation of waste, low emission levels and low noise
pollution levels during operations of its manufacturing facility.
14. DEPOSITORY
Your Company?s shares are tradable compulsorily in electronic form
and your Company has connectivity with both the Depositories i.e. National Securities
Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). As per
the SEBI (Listing Obligations & Disclosure Requirements) (Fourth Amendment)
Regulations, 2018, vide Gazette notification dated June 8, 2018 & 30th November, 2018
mandated that Share transfer shall be mandatorily carried out in dematerialized form only
w.e.f. from April 1, 2020. In view of the numerous advantages offered by the Depository
System, members are requested to avail the facility of Dematerialization of the
Company?s shares on either of the Depositories mentioned as aforesaid.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The management of the company was handled by the following Key
Managerial Personals during the year under review:
| NAME |
DIN/PAN |
DESIGNATION |
| 1 Rajender Kumar Agarwal |
ACCPA8920D |
Chief Financial Officer |
| 2 Rajender Kumar Agarwal |
00041892 |
Managing Director |
| 3 Manish Gupta |
00526638 |
Director |
| 4 Sushma Gupta |
07147330 |
Director |
| 5 Uttam Gupta |
08883411 |
Director |
A. CHANGES IN KEY MANAGERIAL PERSONNEL
As on 31st March, 2023, following are the Key Managerial personnel of
the Company:
1. Mr. Rajender Kumar Agarwal – Managing Director and Chief
Financial officer
2. Ms. Unnati Yadav - Company Secretary & Compliance Officer
Ms. Diksha Omer resigned from the post of Company Secretary and
compliance officer of the company from the close of business hours on 17th February, 2023.
The Board placed on record its appreciation for the work done by her during her tenure.
The Board of Directors, at its meeting held on May 15, 2023, appointed Ms. Unnati Yadav
w.e.f May 11, 2023 as the Company Secretary and Compliance officer of the company.
B. EVALUATION OF THE BOARD?S PERFORMANCE
In compliance with the Companies Act, 2013 and as per the Listing
Regulations, the performance evaluation of the Board and of its Committee was carried out
during the year under review.
The Directors evaluation was broadly based on the parameters such as
understanding of the Company?s vision and objective, skills, knowledge and
experience, participation and attendance in Board/ Committee meetings; governance and
contribution to strategy; interpersonal skills etc.
The Board has carried out the annual performance evaluation of its own
performance, the Directors individually as well as evaluation of the working of its Board
Committees. A structured questionnaire was prepared covering various aspects of the
Board?s functioning such as adequacy of the composition of the Board and its
Committees, Board Culture, execution and performance of specific duties, obligations and
governance. A meeting of the Independent Directors was also held which reviewed
performance of non-independent directors, performance of the board as a whole and
performance of the Chairman after taking into account the views of executive directors and
non-executive directors. The same was discussed in the board meeting that followed the
meeting of the independent directors, at which the performance of the board, its
committees and individual directors was also discussed. Performance evaluation of
independent directors was done by the entire board, excluding the independent director
being evaluated.
C. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of your Company have given a declaration
pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 affirming compliance to the
criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. Based on the declaration(s) of Independent Directors, the Board of Directors
recorded its opinion that all Independent Directors are independent of the Management and
have fulfilled the conditions as specified in the Companies Act, 2013 and the Rules made
there under.
Independent Directors not liable to retire by rotation, in terms of
Section 149( 13) of the Act.
D. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has formulated a familiarization program for Independent
Directors to provide insights into the Company?s manufacturing, marketing, finance
and other important aspects to enable the Independent Directors to understand its business
in depth and contribute significantly to the Company. The Company Secretary briefs the
Director about their legal and regulatory responsibilities as a Director. The details of
such program are available on the Company?s website (www.suryavanshi.com).
E. DISQUALIFICATIONS OF DIRECTORS:
During the year declarations received from the Directors of the Company
pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found
that none of the director is disqualified for holding office as director.
Further the Certificate from Practicing Company Secretary has been
obtained who certified that none of the directors of the company disqualified for holding
office as director of the Company is enclosed with this Board Report.
16. BOARD AND THEIR COMMITTEES
I. BOARD OF DIRECTORS a. Composition and Number of Board Meetings:
As on 31stMarch, 2023, the board of Directors comprises of 4 (Four)
Directors of these, 1 (One) is Executive Director and 3 (Three) are Independent Directors.
The Chairman is an Executive Director. The Board of Directors of the Company met six (6)
times during the Financial Year. The intervening gap between the meetings was within the
prescribed period under the Act and listing Regulations. Details of number of Board
meetings and Directors? attendance is as follows:
| Date of the Meeting |
No. of directors present at the meeting |
| 1 24/05/2022 |
4 |
| 2 17/06/2022 |
4 |
| 3 25/07/2022 |
4 |
| 4 13/08/2022 |
4 |
| 5 14/11/2022 |
4 |
| 6 08/02/2023 |
4 |
b. Disclosure of relationships between directors inter-se:
There is no inter-se relationship between Board Members.
II. AUDIT COMMITTEE
The Audit Committee comprises of Sri Rajender Kumar Agarwal ,Sri Uttam
Gupta and Sri Manish Gupta as other members. All the recommendations made by the Audit
Committee were accepted by the Board. During the financial year ended March 31, 2023
Five(5) times Audit Committee Meetings were held Below are the details of meetings.
| Date of the Meeting |
No. of members present at the meeting |
| 1 24/05/2022 |
3 |
| 2 17/06/2022 |
3 |
| 3 13/08/2022 |
3 |
| 4 14/11/2022 |
3 |
| 5 08/02/2023 |
3 |
III. NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee comprises of, Sri Manish
Gupta, Smt Sushma Gupta. and Sri Uttam Gupta as other members. All the recommendations
made by the Nomination & Remuneration Committee were accepted by the Board.
During the financial year ended March 31, 2023 – One (1) time
Nomination & Remuneration Committee Meetings were held on 13/08/2022. All the 3
members were present at the meeting.
IV. STAKEHOLDERS? RELATIONSHIP COMMITTEE
Your company has constituted a Stakeholders? Relationship
Committee to specifically look into the mechanism of redressal of grievances of
shareholders and other security holders.
The Stakeholders Relationship Committee comprises of Sri Manish Gupta,
Sri Rajender Kumar Agarwal and Sri Uttam Gupta During the financial year ended March 31,
2023 – The Stakeholders? Relationship Committee met 4 (four) times. The details
of the meetings are as below:
| Date of the Meeting |
No. of members present at the meeting |
| 1 06/04/2022 |
3 |
| 2 11/07/2022 |
3 |
| 3 18/10/2022 |
3 |
| 4 10/01/2023 |
3 |
Details of the complaint received and redressed during the year under
review are as follows:
| 1 No. of Complaints received for the 4th Quarter |
NIL |
| 2 No. of Complaints received for the Year ended 31st March
2021 |
NIL |
| 3 Number not solved to the satisfaction of shareholders |
NIL |
| 4 Number of pending complaints |
NIL |
V. SEPARATE MEETING OF INDEPENDENT DIRECTOR:
During the year under review, a separate meeting of Independent
Directors was held on 10/02/2023 And all Independent Directors present at the meeting.
17. NOMINATION AND REMUNERATION POLICY
The Board on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors, Senior Management
and their remuneration as required under Sec 178 of the Companies Act, 2013 and Regulation
19(4) read with Schedule II of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015
18. OTHER MANAGEMENT POLICES
The following policies are placed in company?s website at
https://www.suryavanshi.com
• Policy for determination of materiality
• Policy on code of conduct
• Policy on Code of Fair disclosure
• RPT Policy
19. AUDITORS & AUDITORS? REPORT
I. STATUTORY AUDITORS:
M/s K.S Rao & Co., Chartered Accountants, Hyderabad (ICAI Firm
Regn. No. 003109S) were appointed as
Statutory Auditors in the AGM held on 30th September, 2023
for a second term of 5 years until the conclusion of 48th AGM.
The Company has received a certificate from the auditors confirming
that their appointment is in accordance with Section 139 read with Section 141 of the Act.
Explanation to Auditor?s Remark:
Following are the replies / clarifications in respect of the
observations made by the Statutory auditor in their audit report.
1. The management would like to inform that the interest payable on
statutory dues would be verified with individual statutory authorities and all the
provisions relating to the same shall be made in the financial year 2023-24.
2. The management has agreed with the directors that keeping in mind
the financial position and future operations of the company, interest will not be provided
on the unsecured loans.
3. The management would like to inform that in an attempt to obtain
confirmation from, company has written and sent intimations to all the debtors and
creditors, most of them have not yet responded and hence the workings for financials have
been completed as per the available balances in the company?s books.
4. Though company has not obtained any formal quotes from third parties
but the company based on the prevailing market prices has paid or received the payments
with the transactions carried out with related parties.
Reporting of fraud by Statutory Auditors:
There was no fraud in the Company, which was required to be reported by
statutory auditors of the Company under sub-section (12) of section 143 of Companies Act,
2013.
II. SECRETARIAL AUDITOR:
During the year, the Company has appointed M/s Harikshit &
Associates, Practicing Company Secretaries as Secretarial Auditor in compliance with the
provision of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014,.The Secretarial Audit
report in form MR-3 for the financial year ended 31st March 2023 is annexed herewith as Annexure
I to this Report. The Secretarial Audit Report does not contain any qualification or
adverse remark.
III. INTERNAL AUDITOR
In compliance with the provisions of Section 138 of the Act read with
Rule 13(1)(a) of Companies (Accounts) Rules, 2014. The Board of Directors of the Company
has appointed M/s. LANS & Co., Chartered Accountant as Internal Auditors to conduct
Internal Audit of the Company for the Financial Year 2023-24.
20. DIRECTORS? RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3)(c) of the Companies Act, 2013: (a) in the
preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures; (b) the directors had
selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the profit and loss of
the company for that period; (c) the directors had taken proper and sufficient care for
the maintenance of adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities; (d) the directors had prepared the annual accounts on a going
concern basis;
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively; and (f) the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
21. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on arm?s length basis and were in the ordinary course of
business. There are no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large.
All Related Party transaction are presented to the Audit Committee and
the board. Omnibus approval is obtained for the transactions which are foreseeable and
repetitive in nature. A Statement of all related party transactions is presented before
the Audit Committee and the Board on a quarterly basis, specifying the nature, value and
terms and conditions of the transactions. The Policy on materiality of related party
transactions as approved by the Board may be accessed on the Company?s website at
http://www.suryavanshi.com/policy-policy.html.
Your Directors draw attention of the members to Note 35 to the
financial statement which sets out related party disclosures. Particulars of Contracts or
Arrangements with Related parties referred to in Section 188(1) in Form AOC- 2 is enclosed
to this report in Annexure III.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo required to be given pursuant to the
provisions of Section 134 of the Companies Act, 2013 read with the Companies (Account)
Rules, 2014 is annexed hereto and marked Annexure II and forms part of this Report.
23. INTERNAL FINANCIAL CONTROLS:
The Company has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Company?s
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation
of reliable financial information.
The Company has in place adequate internal financial controls with
reference to financial statements. The Company?s internal control systems, including
internal financial controls, are commensurate with the nature of its business and the size
and complexity of its operations and the same are adequate and operating effectively.
These systems are periodically tested and no reportable material weakness in the design or
operation was observed. The Audit Committee reviews adequacy and effectiveness of the
Company?s internal control system including internal financial controls.
24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required pursuant to Section 197(12) of Companies Act,
2013 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of the employees of the Company, will be
provided upon request. In terms of Section 136 of the Act, the Report and Accounts are
being sent to the members and others entitled thereto, excluding the information on
employees? particulars which is available for inspection by the members at the
Registered Office of the Company during business hours on working days of the Company up
to the date of the ensuing Annual General Meeting. If any member is interested in
obtaining a copy thereof, such member may write to the Company Secretary in this regard.
25. POLICY ON SEXUAL HARASSMENT:
The Company has in place a policy on Prevention of Sexual Harassment of
Employees at workplace in accordance with The Sexual harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal
Compliant Committee has been set to redress complaints received
regarding sexual harassment.
During the year under review, the Company has not received any
complaints pertaining to sexual harassment
26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not made any loan, given guarantee or provided security
pursuant to the provisions of Section 186 of Companies Act, 2013. The details of
investments made by the Company pursuant to the provisions of Section 186 of Companies
Act, 2013 is provided in Note 5 to the financial statement.
Corporate Guarantee given by Suryavanshi Spinning Mills Limited, in
favour of Kotak Mahindra bank as security for repayment of financial facilities granted by
the Bank to Sheshadri Industries Ltd of Rs. 1200 Lakhs.
27. DISCLOSURES: A. ANNUAL RETURN
Annual Return of the Company as on 31st March, 2023 in accordance with
Section 92(3), Section 134(3)(a) of the Companies Act, 2013 read with Companies
(Management and Administration) Rules, 2014 which can be accessed from
http://www.suryavanshi.com/financials.
B. VIGIL MECHANISM
The Company has a ‘Whistle Blower Policy?/‘Vigil
Mechanism? in place. The objective of the Vigil Mechanism is to provide the
employees, Directors, customers, contractors and other stakeholders of the Company an
impartial and fair avenue to raise concerns and seek their redressal, in line with the
Company?s commitment to the highest possible standards of ethical, moral and legal
business conduct and fair dealings with all its stakeholders and constituents and its
commitment to open communication channels. The Company is also committed to provide
requisite safeguards for the protection of the persons who raise such concerns from
reprisals or victimization, for whistle blowing in good faith. The Board of Directors
affirms and confirms that no personnel have been denied access to the Audit Committee. The
Policy contains the provision for direct access to the Chairman of the Audit Committee in
appropriate or exceptional cases..
The Policy on vigil mechanism cum Whistle Blower may be accessed on the
Company?s website at the link: https://www.suryavanshi.com there were no complaints
received during the year 2022-23.
C. RISK MANAGEMENT:
The Company recognizes that risk is an integral and unavoidable
component of business and is committed to managing the risk in a proactive and efficient
manner. The Company as part of business strategy has in place a mechanism to identify,
assess, monitor risks and mitigate various risks with timely action.
28. COMPLIANCE OF SECRETARIAL STANDARD
The Company has complied with all the applicable Secretarial Standards
issued by The Institute of Company Secretaries of India and notified by the Central
Government.
29. GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review: a. Details relating to deposits covered under Chapter V of the Act. b.
The Company has no subsidiaries, joint ventures or associate companies. c. During the year
under review the Company has not given loan to any employee for purchase of its own shares
as per section 67(3) (c) of Companies Act, 2013. d. The Company has not issued shares
under employee?s stock options scheme pursuant to provisions of Section 62 read with
Rule 12 of Companies (Share Capital and Debenture) Rules, 2014.
e. The Company has not issued sweat equity shares pursuant to
provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture)
Rules, 2014 & SEBI (issue of sweat equity) Regulations, 2002 during the Financial
Year. f. The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable
to your Company for the financial year ending March 31, 2023. g. No significant or
material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company?s operations in future. h. Details in respect of
frauds reported by the Auditors under section 143(12) other than those which are
reportable to the Central Government, as there were no such frauds reported by the
Auditors. i. During the financial year the company had settled the One time settlement
with Union Bank of India (formerly Andhra Bank) by paying the outstanding amount on 30th
June, 2022 and has also received the No dues certificate to the effect.
30. ACKNOWLEDGEMENTS
The Board of Directors is pleased to place on record their appreciation
for the co-operation and support extended by All Financial Institutions, Banks and various
State and Central Government Agencies. The Board would also like to thank the
Company?s shareholders, customers, suppliers for the support and the confidence which
they have reposed in the management. The Board place on record its appreciation for the
contribution made by the employees at all levels and for their hard work, solidarity,
co-operation and support.
|
By order of the Board |
|
For Suryavanshi Spinning Mills Limited |
|
RAJENDER KUMAR AGARWAL |
|
Managing Director & CFO |
|
DIN: 00041892 |
|
MANISH GUPTA |
| Place: Hyderabad |
Director |
| Date:10.08.2023 |
DIN: 00526638 |
+91-9892691696
