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Contents
Board of Directors __________________________________________

Page Nos
2
- 2

Notice ____________________________________________________

Directors' Report ___________________________________________

- 11

Management Discussion and Analysis ___________________________ 12

- 14

Corporate Governance Report ________________________________ 15

- 23

Auditors' Certificate on compliance of Corporate Governance _______ 24

- 24

Independent Auditors Report _________________________________ 25

- 29

Balance Sheet ______________________________________________ 30

- 30

Statement of Profit and Loss __________________________________ 31

- 31

Notes on financial statements _________________________________ 32

- 51

Cash Flow Statement ________________________________________ 52

- 53

Green Initiative _____________________________________________ 55

- 55

Attendance Slip/Proxy Form __________________________________ 57

- 57

Important Communication to Members


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

BOARD OF DIRECTORS
Sri. B.N.Agarwal

Chairman and Managing Director

Sri. R. Surender Reddy

Director

Sri. B.N.Rathi

Director (upto 09-01-2013)

Dr. Akkineni Nageswara Rao

Director

Sri. G. Ganesh

Nominee Director of IDBI (upto 02-06-2013)

Sri. R.K Agarwal

Joint Managing Director

Sri. J.K.Agarwal

Executive Director

Sri. D.K.Agarwal

Whole Time Director

Sri. Surender Kumar Agarwal

Director (with effect from 09-03-2013)

Vice President (Corporate Affairs) & Company Secretary


Sri B.R.S.Reddy
Vice President (Finance & Accounts)
Sri B. Somasekhara Rao
Auditors
M/s. Brahmayya & Co.
Flat NO.403 & 404,
Golden Green Apartments,
Irrum Manzil Colony,
Hyderabad-500082
Bankers
Andhra Bank
State Bank of Hyderabad
ICICI Bank Limited
Registered Office
6th Floor, Surya Towers, 105, S.P. Road,
Secunderabad - 500 003.
Website:www.suryavanshi.com

FACTORIES

Registrar and Share Transfer Agents


Karvy Computer Share Private Limited,
Plot No.17 to 24,,
Vithalrao Nagar,
Madhapur, Hyderabad - 500081.

Unit-II

SALES DEPOT
SSM Compound, No. 86,
Mangalam Road,
Tirupur, Tamil Nadu - 641 604.

Unit - I Spinning Division


Bhongir, Nalgonda District
Andhra Pradesh - 508 116
Spinning, Garments & Medical Textile Divisions
Aliabad, Medchal Taluq
Ranga Reddy Dist. Andhra Pradesh - 500 078

Unit-III Spinning Division


Rajna, Pandhurna (Tq.)
Chindwara Dist. Madhya Pradesh - 480 340
Unit-IV Garment Division
Plot No.28 B, IDA, Bhongir,
Nalgonda Dist. Andhra Pradesh - 508 116

Corporate Identity Number (CIN) of the Company L14220AP1978PLC002390

NOTICE
NOTICE is hereby given that the 34th Annual General
Meeting of the Members of Suryavanshi Spinning Mills
Limited will be held on Saturday, the 28th September,
2013 at 12.00 Noon at Gayatri Gardens, Survey
No.26, Sikh village, Near Diamond Point Hotel,
Secunderabad-500 003, to transact the following
business:
ORDINARY BUSINESS
1.

2.

3.

4.

To receive, consider and adopt the Audited Balance


Sheet as at March 31, 2013, the Statement of Profit
and Loss and Cash Flow statement of the company
for the year ended on that date and the reports of
the Directors and Auditors' thereon.
To appoint a Director in the place of Dr. Akkineni
Nageswara Rao, who retires by rotation and being
eligible, offers himself for re-appointment.
To appoint a Director in the place of Sri.
D.K.Agarwal, who retires by rotation and being
eligible, offers himself for re-appointment.
To appoint Statutory Auditors to hold office from
the conclusion of this Annual General Meeting until
the conclusion of the next Annual General Meeting
and in this connection, to consider and if thought
fit, to pass with or without modification(s), the
following Resolution as an Ordinary Resolution.
"RESOLVED THAT M/s. Brahmayya & Co.,
Chartered Accountants, (Firm's Registration Number
0005135) be and are hereby re-appointed as
statutory auditors of the company to hold office
from the conclusion of this Annual General Meeting
until the conclusion of the next Annual General
Meeting at a remuneration to be decided by the
Board of Directors of the Company".

SPECIAL BUSINESS
5.

TO CONSIDER, AND IF THOUGHT FIT, TO PASS


THE FOLLOWING RESOLUTION WITH OR
WITHOUT MODIFICATION(S) AS AN ORDINARY
RESOLUTION:
"RESOLVED THAT Sri. Surender Kumar Agarwal,
who was appointed as an Additional Director of the
Company with effect from 9th March, 2013 by the
Board of Directors and who holds office upto the
date of the forthcoming Annual General Meeting of
the members of the Company under Section 260
of the Companies Act, 1956 but being eligible, offers
himself for re-appointment and in respect of whom
the Company has received a notice in writing under
Section 257 of the Companies Act,1956 from a
Member proposing his candidature for the office of
Director of the Company, be and is hereby
appointed as Director of the Company, liable to
retire by rotation".
BY ORDER OF THE BOARD
For SURYAVANSHI SPINNING MILLS LTD

B.R.S. REDDY
VICE PRESIDENT (CORPORATE AFFAIRS)
& COMPANY SECRETARY

Place : Secunderabad
Date : 07.05.2013

NOTES
1. A MEMBER ENTITLED TO ATTEND THE
MEETING IS ENTITLED TO APPOINT A
PROXY TO ATTEND AND VOTE INSTEAD OF
HIMSELF AND SUCH PROXY NEED NOT BE
A MEMBER OF THE COMPANY.
2. PROXIES IN ORDER TO BE EFFECTIVE MUST
BE DEPOSITED WITH THE COMPANY NOT
LESS THAN 48 HOURS BEFORE THE TIME
FOR HOLDING THE MEETING.

(DPs) in respect of their holding in electronic form


and to M/s. Karvy Computer Share Private Limited,
Plot No.17 to 24, Vithalrao Nagar, Madhapur,
Hyderabad - 500081 Unit: Suryavanshi Spinning Mills
Limited in respect of their holding in physical form,
if any.
9. The Members are requested to bring their copy of
the annual report with them at the time of attending
Annual General Meeting.

3. The register of members and share transfer books of


the Company will be closed from Tuesday, 24th
September, 2013 to Saturday, 28th September, 2013
(both days inclusive) for the purpose of Annual
General Meeting.

EXPLANATORY STATEMENT PURSUANT TO


SECTION 173 (2) OF THE COMPANIES ACT, 1956

4. The shareholders desiring any further information as


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

As required by Clause 49 of the Listing Agreement on


Corporate Governance particulars of the Directors being
reappointed are provided hereunder.

5. Unclaimed dividends of the following years will be


transferred to the Investor Education & Protection
Fund set up by the Central Government on the dates
mentioned against them :

DR. AKKINENI NAGESWARA RAO


Dr. Akkineni Nageswara Rao, is Cine Artist by profession
and has been on the Board since 18th January, 1992.
Dr. Akkineni Nageswara Rao is one of the most well
known Cine Artists in the State having acted in more
than 250 films and has been recipient of several prestigious
National Awards including Dada Saheb Phalke Award and
Padma Vibhushan. A well known Philanthropist, he is
associated with several cultural and educational
institutions. Dr. Akkineni Nageswara Rao holds 400
number of equity shares in the company as on 31st
March, 2013.

For the
Financial Year

Date of
declaration

Due for
transfer on

2005-2006

30.09.2006

06.11.2013

2006-2007

09.08.2007

15.09.2014

Members who have not encashed their dividend


warrants pertaining to the above years may have their
warrants re-validated by sending them to the
Registered Office of the Company.
6. The Companies Act, 1956 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.

REAPPOINTMENT OF RETIRING DIRECTORS


(Item Nos. 2 & 3)

ITEM NO. 2

Names of other public companies in which Dr. Akkineni


Nageswara Rao is a Director.
1. Suryajyoti Spinning Mills Limited
2. Suryalakshmi Cotton Mills Limited
ITEM NO.3

7. The shares of the Company continue to be listed on


the Stock Exchange, Mumbai and the Company has
paid upto date all the listing fees to the Exchange.

Sri. D.K.Agarwal, Promoter and Whole- time Director


of the company, graduated in Commerce and he was
first appointed on the Board on 6th September, 1994.
He has wide experience in Marketing Operations and he
is associated with the company for the last 19 years.

8. Members are requested to notify immediately any


change of address to their Depository Participants

Though Sri. D.K. Agarwal was appointed as the Wholetime Director of the Company for a period of 3 years

with effect from 30th May, 2012 after obtaining Members


approval at the Annual General Meeting held on July 30,
2012 he has been considered for appointment retiring by
rotation inorder to comply with the statutory requirement
of retirement of Directors by rotation, pursuant to
provisions of Sections 255 and 256 of the Companies
Act, 1956.
Accordingly, Sri. D.K.Agarwal will be retiring at the ensuing
Annual General Meeting. On his reappointment, by the
Members at the ensuing Annual General Meeting, the
other terms and conditions of appointment of Sri.
D.K.Agarwal as Whole-Time Director shall remain
unaltered.
Sri. D.K. Agarwal holds 16,23,854 equity shares in the
Company as on 31st March, 2013. Sri. D.K.Agarwal is
also Director of Suryavanshi Industries Limited and
Aananda Lakshmi Spinning Mills Limited.
REGULARIZATION OF DIRECTOR (ITEM NO.5)
The Board of Directors appointed Sri. Surender Kumar
Agarwal as an Additional Director of the Company with
effect from 9th March, 2013 pursuant to the provisions
of Section 260 of the Companies Act and Article 104 of
the Articles of Association of the Company. In terms of
Section 260 of the Companies Act, 1956, Sri. Surender
Kumar Agarwal holds office up to the date of the
forthcoming Annual General Meeting of the Company,
but is eligible for re-appointment as Director. Notice in
writing pursuant to Section 257 of the Companies
Act,1956 has been received from a Member signifying
his intention to propose Sri. Surender Kumar Agarwal as
Director of the company along with a deposit of

Rs 500/- as required under the provisions of Section 257


of the Companies Act,1956 which will be refunded to
the Member, if Sri. Surender Kumar Agarwal is elected as
a Director.
Sri. Surender Kumar Agarwal, Graduate in commerce
has industrial experience of more than a decade . He is
a Promoter Director of M/s. Nikhil Granites (P) Ltd and
has been successfully running this company for the last
10 years. He is also Director of M/s. Smartech Marketing
Pvt Ltd. He is a member of Audit committee and
remuneration committee of Suryavanshi Spinning Mills
Ltd and he does not hold any shares in the company as
on 31st March, 2013.
The Board recommends the resolution for the member's
approval in the Annual General Meeting.
Sri. Surender Kumar Agarwal is interested in the
Resolution since it is related to his own appointment. No
other Director of the Company is , in any way, concerned
or interested in this Resolution.
BY ORDER OF THE BOARD
For SURYAVANSHI SPINNING MILLS LTD

B.R.S. REDDY
VICE PRESIDENT (CORPORATE AFFAIRS)
& COMPANY SECRETARY
Place : Secunderabad
Date : 07.05.2013

DIRECTORS' REPORT
3.

To
The Members

In view of the adverse factors referred above, your


Company incurred losses for the year under review,
and the Board regret their inability to recommend
any dividend during the year.

We have pleasure in presenting the 34th Annual Report


of the Company along with the Audited Statements of
Account for the year ended 31st March, 2013.
1.

4.

FINANCIAL RESULTS

Total Revenue

2012-2013

2011-2012

27,406.12

27,714.35

Gross profit before financial


cost & Depreciation

5.
56.80

947.51

Less: Depreciation

726.45

713.76

Financial charges

880.72

1047.93

Profit / (Loss) Before Taxation (1550.37)

(814.18)

Tax for Earlier years


Profit / (Loss) after taxation
2.

5.27

2.60

(1555.64)

(816.78)

The Company's performance was adversely affected


primarily due to steep increase in the power cost
coupled with loss of production during the second
quarter of the year on account of non availability
of power. Cost of power increased abnormally due
to the levy of Fuel Surcharge by APCPDCL which
is higher by 30% of normal power cost supplied by
APCPDCL. In addition to that Company resorted
to buy private power at a unit rate as high as Rs.7.50
through open access in order to keep the work
force available and machinery running. The power
cost during the year 2012-13 has gone up by
Rs. 12.42 crores over the previous years power
cost of Rs. 23.50 crores.

EXPANSION & MODERNISATION


Modernization and technological up-gradation
programs continue at all the units of the Company
to maintain competitiveness and to achieve better
quality. Stringent cost control measures remain in
place in all possible areas and are regularly reviewed.
During the year 2012-13, capital expenditure to the
tune of Rs.24.22crores was incurred towards the
installation of Automatic Cone Winding machines at
its units situated at Aliabad and Bhongir and for the
addition of 8400 spindleage at the Rajna unit of the
Company, as against Capital Expenditure of Rs.12.77
crores incurred in the previous year.

OPERATIONS
Company achieved a Total Revenue of Rs. 274.06
crores (including Other Income of Rs. 5.81 crores)
and incurred a loss of Rs.15.50 crores for the Year
ended 31st March, 2013 as against Total Revenue of
Rs. 277.14 crores (including other income of Rs.6.41
crores) and Loss of Rs.8.14 crores for the previous
year ended 31st March, 2012.

EXPORTS
During the year 2012-13 the Company's exports
were Rs. 61.21 crores (including merchant exports
of Rs. 3.53 crores) as against the previous years
export turnover of Rs. 63.78 crores (including
merchant exports of Rs. 5.91 crores).

(` in Lakhs)
Particulars

DIVIDEND

6.

FUTURE OUTLOOK
During the year under review, your Company has
undertaken expansion at its Rajna Unit, Madhya
Pradesh with an investment of Rs.16.26 Crores by
installing an additional 8400 ultra modern spindles.
The said expansion cum modernization was
completed and trial productions are under progress.
The Company also under took the up-gradation
and modernization at its units situated at Bhongir
and Aliabad in the State of Andhra Pradesh With
the expected stability of cotton prices and the
completion of ongoing modernization and expansion
schemes at its units, the prospects of the Company
are expected to be promising.

7.

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.
8.

ENVIRONMENT AND POLLUTION CONTROL


Suryavanshi 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 resource.
Training, awareness and learning have been always
at the forefront of Suryavanshi's 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 right from the stage of
planning for implementation of all new major
expansion projects to incorporate the necessary
measures to minimize adverse environmental
impact.
All manufacturing facilities have obtained
environmental clearances from the respective
Pollution Control Boards and are in compliance with
all current environmental legislation. As an integral
part of its environment protection drive, the
Company ensures the very minimum quantity of
generation of waste, low emission levels and low
noise pollution levels during operations of all
manufacturing facilities.

9.

DIRECTORS
Pursuant to provisions of Section 255 and 256 of
the Companies Act, 1956, Dr.Akkineni Nageswara
Rao and Sri.D.K.Agarwal, Directors will retire at
the ensuing Annual General Meeting and being
eligible, offer themselves for reappointment.
The Board regrets to record that Sri. B.N.Rathi,
Director who had been associated with the
Company for the last 24 years passed away on 10th
January, 2013. Board places on record its
condolences for the sudden demise of Sri.

B.N.Rathi.The Board also places on record its


appreciation for the valuable services and guidance
rendered by Sri. B.N.Rathi during his tenure.
The Company has repaid the entire loan amount to
IDBI Bank Limited (IDBI), and as a result, Sri. G.
Ganesh has been withdrawn as Nominee Director
of the IDBI from the Board w.e.f. 3rd June, 2013.
The Board also places on record its appreciation
for the valuable services and guidance rendered by
Sri G. Ganesh during his tenure.
Your Directors co-opted Sri. Surender Kumar
Agarwal as an additional Director with effect from
9th March, 2013. It is proposed to regularize his
appointment in the ensuing Annual General Meeting.
The necessary Resolution for obtaining the approval
of Members has been included in notice for the
ensuing Annual General Meeting.
Brief resume of the Directors retiring by rotation,
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.
10. DISINVESTMENT IN THE FORTUNE EAGLE
(HK) TRADING LIMITED - ERSTWHILE
SUBSIDIARY COMPANY
The Company during the year 2012-13 disinvested
its entire shareholding of one Hong kong dollar in
the wholly owned subsidiary of M/s. fortune
Eagle(HK)Trading Limited, Hong Kong. With this
Fortune Eagle (HK) Trading Limited ceased to be
the subsidiary of your Company.
11. 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.
12. AUDITORS' OBSERVATIONS
With reference to observations made by the
statutory auditors regarding the application of the
short term funds for long term purposes, we have
to state that due to unexpected delay in securing
the long term funds for the companys expansion

cum modernization schemes the company utilized


short term funds for this purpose to avoid project
over runs. The company has already initiated steps
to rectify this anomaly.
13. COST AUDITORS
Pursuant to the directives of the Central
Government under the provisions of Section 233B
of the Companies Act, 1956, Ms. K. Aruna Prasad,
Cost Accountants (Membership No.11816), has
been appointed as Cost Auditor to submit the
reports to the Central Government. The reports
for the year 2011-12 were submitted on 31st January,
2013 (Due date 31-3-2013) and for the year
2012-13 will be submitted on or before due date.
14. 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, we state:
i)

that in the preparation of the annual accounts,


the applicable accounting standards have been
followed and proper explanations provided
relating to material departures, if any;

ii)

that the Directors have followed appropriate


accounting policies and applied them
consistently and made judgments and estimates
that are reasonable and prudent so as to give
a true and fair view of the state of affairs of
the Company at the end of the financial year
31st March,2013 and of the loss of the
Company for that year;

iii)

iv)

that the Directors have taken proper and


sufficient care to ensure 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;
that the Directors have prepared the annual
accounts on a going concern basis.

15. CONSERVATION OF ENERGY, TECHNOLOGY


ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement giving details of conservation of energy,
technology absorption, foreign exchange earnings
and outgo, in accordance with the Companies
(Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is annexed and marked
Annexure 'A' and forms part of this Report.
16. DEPOSITS
The Company has not invited/accepted deposits
from the public.
17. PARTICULARS OF EMPLOYEES
No employee was in receipt of remuneration in
excess of the limits prescribed under Section 217
(2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees) Rules,1975
and hence the prescribed information is not required
to be given.
18. CASH FLOW ANALYSIS
In conformity with the provisions of clause 32 of
the Listing Agreement the Cash Flow Statement for
the year ended 31st March, 2013 is annexed hereto.
19. ACKNOWLEDGEMENTS
The Board of Directors are 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 also wishes to place on record its
appreciation of the valuable services rendered by
the employees of the Company.
For and on behalf of the Board of Directors

(B.N.Agarwal)
Chairman & Managing Director
Place : Secunderabad
Date : 07th May, 2013

ANNEXURE - A

ANNEXURE TO THE DIRECTORS' REPORT

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

CONSERVATION OF ENERGY
(a) Energy conservation measures taken:
An energy audit was undertaken by a firm of consultants to improve upon the energy conservation measures.
The recommendations from the audit were implemented.
(b)

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

(c)

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

(d)

Total energy consumption and energy consumption per unit of production as per Form A is given below
FORM A
Form for disclosure of particulars with respect to conservation of energy
A. Power & Fuel consumption
1.

2012-13

2011-12

45114200

53833908

2339.19

2349.75

ELECTRICITY
a)

Purchased
Units (000)Apcpdcl
Total amount (Rs. lakhs)
Rate / Unit (Rs.)
Units (000)Private(IEX)
Total amount (Rs. lakhs)
Rate / Unit (Rs.)
FSA Charges (Rs. lakhs)

b)

5.19

4.36

6639490

477.56

7.19

754.43

Own Generation
i)

Through Generator (LDO/HSD/FO)


Units Nos.

190309.82

23475.42

Unit per liter of Diesel Oil

10.14

10.34

Cost / Unit (Rs.)

47.00

44

872.44

740.00

ii) Through Steam Generation


Turbine / Generator
2.. COAL (Tonnes) (Specify the quality and where used)
(E/F Grade, Process)
3.

FURNACE OIL

N.A

N.A

4.

OTHERS / INTERNAL GENERATORS (Please give details)

N.A

N.A

B.

TECHNOLOGY ABSORPTION (FORM-B)


(e) Efforts made in Technology absorption as per Form B.
FORM-B
Form of disclosure of particulars with respect to technology absorption
a.

Research and Development R & D:


1.

Specific areas in which R & D


carried out by the Company

The Company is having R & D in introduction and


development of value added products

2.

Benefits derived as a result of


the above R & D

New value added products were developed

3.

Future plan of action

To further develop more value added products and


improve the quality of the products

4.

Expenditure on R & D

Expenditure on in-house Research and Development was


not incurred during the year under review.

i)

Capital

ii)

Recurring

iii) Total
iv) Total R & D expenditure as a
percentage of total turnover
b.

NA

Technology absorption, adaptation and innovation


1.

Efforts, in brief, made towards technology


absorption, adaptation and innovation

The Company had adapted indigenous technology


and innovated upon the same.

2.

Benefits derived as a result the above


efforts, e.g., improvement, cost, reduction,

Product improvement, increase in yield, production


of high value added products.

product development, import substitution, etc.

3.

C.

No technology has been imported during last five


years.

(a) Technology imported

Nil

(b) Year of import

Not applicable

(c) Has technology been fully absorbed

Not applicable

(d) If not fully absorbed, areas where this


has not taken place, reasons therefor
and future plans of action

Not applicable

FOREIGN EXCHANGE EARNINGS AND OUTGO:


(a)

10

In case of imported technology (imported


during the last 5 years reckoned from the
beginning of the financial year) following
information may be furnished.

Activities relating to exports;


initiatives taken to increase
exports; development of
new export markets for
production and service and
export plans.

Exports of the company amounts to ` 61.21 crores


to various countries like U.S.A, China, Italy, Chile,
Uruguay,Portugal,Mexico and Russia etc., have been
made. The Company is exploring new markets for export
of its products.

(b)

Total foreign exchange used and earned


( ` in Lakhs)
2012-13
(i)

ii)

2011-12

Foreign Exchange Earned :


FOB Value of Exports

5621.75

5695.66

CIF Value of Exports

6121.56

6378.16

39.55

73.54

Foreign Exchange used


a)

Commission on exports

b)

Foreign Travel Expenses

29.82

14.77

c)

Raw material

766.56

d)

Plant & Machinery

919.60

305.01

e)

Spare Parts

45.62

26.49

For and on behalf of the Board of Directors

(B.N.Agarwal)
Chairman & Managing Director
Place : Secunderabad
Date : 7th May, 2013

11

MANAGEMENT DISCUSSION ANALYSIS REPORT FORMING PART OF THE


ANNUAL REPORT DISCUSSES THE FOLLOWING MATTERS WITH REGARD
TO THE COMPANY'S CORE BUSINESS VIZ., YARN AND READYMADE
GARMENTS
1. Industry structure & development
The Company is in the business of manufacturing of
Cotton, Polyester, Polyester-viscose Blended Yarns and
Readymade garments catering to both domestic and
the export markets.
Textile Industry has an overwhelming presence in the
economic life of the country. It contributes about
14% to industrial production 4% to the GDP and
17% to the country's foreign exchange earnings. It is
also the second largest employer in the country, next
only to agriculture providing direct employment to
about 35 million people directly and almost twice as
many through the allied. The Indian textiles industry
is extremely varied, with the hand-spun and handwoven sector at one end of the spectrum, and the
capital intensive, sophisticated mill sector at the other.
The decentralized powerlooms / hosiery and knitting
sector form the largest section of the Textile sector.
The yarn industry comprises 3102 mills (including SSI)
with installed spindleage of about 48.66 million. Three
Fourths of the production in the spinning industry is
from the private sector and the balance from the
Cooperative / Public Sector units.
The demand for cotton yarn has started dwindling
after some growth in the first half. The Textile industry
has always lived with cyclical ups and downs but in
the recent past it has been facing an unprecedented
crisis because of the serious economic slowdown in
global markets, volatility in the European markets,
leading to a fall in Exports, the huge fluctuation in
fiber prices during 2010-11 and deceleration.
However the sector is on a gradual recovery phase
in the domestic market and exports have also started
picking up. It is interesting to note that the Textile
industry in the country has been finding the domestic
market more attractive than the export market in
the recent years.
2. Future Outlook
The domestic textile and apparel market size was
$ 58 billion in 2011 and is projected to grow at 9%
CAGR to $ 141 billion by 2021. The key growth
segments are technical textiles which is likely to see

12

a 10% CAGR, followed by 9% in apparels and 8%


in home textiles.
Inspite of the current stressful situation outlined above,
the demand for cotton textiles in the long run shall
remain strong in India and abroad. Our continued
efforts to maintain quality and scouting for new and
better markets should promote growth and we hope
to achieve a better performance in the near future.
3. Segmental Financial Review and Analysis
3.1 Yarn
During the year 2012-13, the revenue from the
spinning segment has marginally declined to
Rs. 243.09 crores as compared to the revenue
of the previous year of Rs. 244.87 crores.
However, due to the severe increase in the
prices of raw-material, wages, and power, the
cost of manufacturing has been steadily rising
whereas the markets were under pressure due
to demand recession and prevailing general
inflation. It has not been possible to increase
the selling prices commensurate with the
increase in the input costs and therefore the
margins have been under severe pressure. Due
to given reasons, this segment has incurred a
loss of Rs. 8.00 crores before interest and tax
as against a loss of Rs. 3.19 crores in the previous
year.
3.2 Readymade Garments
Your Company has been chosen one of the
preferred vendors for the supply of Ready Made
Garments by the big global label and retailers
like Jordache Ltd, USA, and Caulfeild Apparels.
Canada, Tharanco Life Styles LLC, USA. Your
Company is well equipped to cater the
requirements of the supply of various types of
Readymade Garments viz., Polos, Sweatshirts
and Shorts to cater the requirement of
international buyers. Your Company is well
equipped to handle any kind of complicated
needle work required to make high, fashion
garments. A variety of embellishments, both
Indian and imported are being used.

During the year 2012-13, the revenues from


the garments segments has declined to Rs.30.96
Crores as compared to the previous year of
Rs.32.27 Crores. The total revenues of our ready
to wear garments affected due to demand
recession coupled with increase in the input cost,
volatile in foreign exchange rates and disruption
of production due to power cuts and various
agitations.
4. Opportunities and threats
4.1 Opportunities
l

The Government has addressed the


slowdown in textiles by proposing a debt
restructuring package and also taking
various initiatives.

Depreciation of Rupee and decreasing cost


competitiveness of China are likely to give
positive impetus to the Indian Exporters.

Increase in consumption pattern across the


country along with the rising demand for
high quality premium fabrics.

Large and potential domestic and


international market.

4.2 Threats
l

Rapid and consistent increase in prices of


raw materials/hybrid cotton leading to
lower demand may influence the
profitability of the Company.

Government policy on import duties for


garment imports into India.

Fiscal Tariff Announcements in competing


countries (Pakistan, LDCs).

Very aggressive capacity build up in Least


Developed Countries like Bangladesh etc.,

Power shortage and labour shortage which


also affects the operations of the Company.

5. Risks and concerns


The regular non availability of cotton at reasonable
prices particularly in view of increasing global demand
for cotton may prove an obstacle in continuing
uninterrupted manufacturing operations. Moreover,
the increased incentives being provided by our
competitors like China, Pakistan, Bangladesh, Vietnam
etc., are enabling the manufacturers in those countries
to grow ahead of us in the various export markets.

Since a sizeable production of cotton yarn and


readymade garments is exported by your Company
Volatility in foreign currency exchange rates vis--vis
India Rupee is another area of concern. The Company
has in place various Management information systems,
which enable the management to take decisions on
exposures relating to exports, imports, foreign
currency loans, etc. The Company continues to
strengthen these systems to minimize the risk involved
due to adverse movement of exchange rates.
6. Internal Control Systems and their adequacy
The Company has proper and adequate internal
control system commensurate with the size and
complexity of the organization. The Company has
undertaken a comprehensive review of all internal
control systems to take care of the needs of the
expanding size of the Company and also upgraded
the IT support systems. A system of internal audit to
meet the statutory requirement as well as to ensure
proper implementation of management and
accounting controls is in place. The Audit Committee
periodically reviews the adequacy of the internal audit
functions.
7. Material Developments in Human Resources /
Industrial Relations Front, including
number of people employed
There are no material developments in the Human
Resources area. The industrial relations have been
generally satisfactory. The Company constantly
reviews the man power requirements and has a
properly equipped Department to take care of the
requirements. The total number of people employed
by the Company as on 31.03.2013 was 1306.
8. Discussion on financial performance
OPERATIONS
The Total Revenues for the year 2012-13 was at
Rs.274.06 crores shows a marginal decline of about
1% over the previous year. Due to steep increase in
power cost and consequential production loss and
volatility in foreign exchange fluctuations, the
Company incurred loss of Rs 1,555.64 Lakhs. The
Company during the year 2012-13 achieved a
production of yarn & readymade garments of 130.22
Lakh kgs and 14.01 Lakh pieces as against the
production of corresponding previous year of 135.21
Lakh kgs and 15.90 Lakh pieces respectively. The

13

production in spinning and Readymade garments


divisions has shown marginal decrease over the
previous year. The average yarn realization in the
domestic market at Rs.161 per kg is marginally higher
by 3.7%. In the Medical textile division, the Company's
production during the year 2012-13 was higher by
28.65% over the previous year.
The Cotton rates have been lower in the year while
the rates of PSF was higher by Rs.6/- per kg. The
steep increase in the power cost due to levy of fuel
surcharge adjustment by the APCPDCL, consequential
loss of production due to non-availability of
uninterrupted quality power particularly during the
second quarter of the year 2012-13 have adversely
affected the performance of the Company. The
Company was forced to buy the power from third
parties at an exorbitant rates. Due to the above
unfavourable factors, the Company during the year
2012-13 suffered a net loss of Rs.15.50 Crores as
against the loss of Rs.8.14 Crores during the
corresponding previous year.

14

Cautionary Statement
Statements in this report on Management Discussion
and Analysis, describing the Company's objectives,
projections, estimates, expectations or predictions
may be forward looking, considering the applicable
laws and regulations. These statements are based on
certain assumptions and expectation of future events.
Actual results could, however, differ materially from
those expressed or implied. Important factors that
could make a difference to the Company's operations
include global and domestic demand-supply
conditions, finished goods prices, raw materials costs
and availability, fluctuations in exchange rates, changes
in Government regulations and tax structure,
economic development within India and the countries
with which the Company has business contacts.
The Company assumes no responsibility in respect
of the forward looking statements herein, which
undergo changes in future on the basis of subsequent
development, information or events.

CORPORATE GOVERNANCE REPORT


1.

BRIEF STATEMENT ON COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE


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

2.

BOARD OF DIRECTORS
a)

Composition and category of directors as on 31st March, 2013 / Number of other Board of
Directors or Committees of which Member / Chairman
Name of the
Directors

Category

No.of other Board


Committees of which
Member

Chairman

Nil

Nil

Nil

Sri. B.N. Agarwal

Chairman & Managing DirectorPromoter/ Executive

Sri. Rajender Kumar


Agarwal

Joint Managing Director


Promoter - Executive

Nil

Nil

R.Surender Reddy

Non-Executive - Independent

Dr.A.Nageswara Rao

Non-Executive - Independent

Sri. Jeetender Kumar


Agarwal

Executive Director Promoter Executive

Nil

Sri.Devender Kumar
Agarwal

Wholetime Director Promoter Executive

Nil

Nil

Sri.B.N.Rathi*
(up to 09-01-2013)

Non-Executive - Independent

Nil

Nil

Nil

Nil

Nil

Sri.G. Ganesh**

IDBI Nominee Director


Non-Executive-Independent

Sri Surender Kumar Agarwal Non-Executive - Independent


(W.e.f.09-03-2013)***
*

No.of other
Directorships in
public limited
companies

Sri. B.N.Rathi passed away on 10 th January, 2013.

** Sri. G. Ganesh has been withdrawn as nominee Director of IDBI Bank Limited w.e.f 3rd June, 2013
*** Sri. Surender Kumar Agarwal was co-opted as an additional Director of the Company with effect from 9th March, 2013.

Number of Board of Directors meetings held, dates on which meetings were held
During the Financial year ended 31st March, 2013, 8 (Eight) Board Meetings were held on 30th April, 2012, 30th
May, 2012, 10th August, 2012, 10th November, 2012, 12th February, 2013, 19th February, 2013, 9th March, 2013
and 31st March, 2013.

15

b)

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

Number of Board Meetings


attended during the period
1st April, 2012 to 31st March, 2013

Attendance at the last


Annual General Meeting
hled on 30/07/2012

8
8
5
5
8
1
8
5
1

Present
Absent
Present
Absent
Present
Absent
Present
Present
N.A.

Sri. B.N.Agarwal
Sri. Rajender kumar Agarwal
Sri. R.Surender Reddy
Dr.A.Nageswara Rao
Sri. Jeetender Kumar Agarwal
Sri. B.N.Rathi
Sri. Devender Kumar Agarwal
Sri. G. Ganesh
Sri. Surender Kumar Agarwal
(w.e.f. 09-03-2013)

3.

REAPPOINTMENT OF RETIRING DIRECTORS


As required by Clause 49 of the Listing Agreement on Corporate Governance particulars of the Directors being
reappointed are provided elsewhere in the Annual Report.
AUDIT COMMITTEE
a) Brief description of terms of reference

b)

i.
Oversight of Company's financial reporting process and disclosure of financial information.
ii.
Review of financial statements before submission to Board.
iii. Review of adequacy of internal control systems and internal audit functions.
iv. Review of Company's financial and risk management policies.
Composition, name of members and Chairperson
i.
ii.
iii.
iv.
v.

c)

Sri. R.Surender Reddy


- Chairman, Non-Executive & Independent
Dr.Akkineni Nageswara Rao
- Member, Non-Executive & Independent
Sri. J.K.Agarwal
- Member, Executive & Promoter
Sri. G.Ganesh (upto 02.06.13)
- Member, IDBI Nominee &Independent
Sri. Surender kumar Agarwal
- Member, Non-Executive & Independent
(w.e.f. 09-03-2013)
Meetings and attendance during the year
Sri. R. Surender Reddy, Chairman of the Audit Committee was present at the previous Annual General
Meeting of the Company held on 30th July, 2012.
During the financial year ended March 31, 2013 - Four Audit Committee Meetings were held on 17th May,
2012, 10th August, 2012, 10th November, 2012 and 12th February, 2013.
Name
R.Surender Reddy
Dr.Akkineni Nageswara Rao
J.K.Agarwal
G.Ganesh (upto 02-06-2013)
Sri.Surender Kumar Agarwal (w.e.f. 09-03-2013)

16

No. of the Meetings attended


4
4
4
3
-

4.

REMUNERATION COMMITTEE
a)

Brief description of terms of reference.


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

b)

Composition, Name of members and Chairperson


1.

Dr.Akkineni Nageswara Rao

- Chairman - Non-executive - Independent

2.

Sri B.N.Rathi*

- Member - Non-executive - Independent

3.

Sri G.Ganesh**

- Member - IDBI Nominee - Independent

4.

Sri Surender Kumar Agarwal***

- Member - Non - executive - Independent

Sri B.N.Rathi ceased to be the member of Remunerative Committee due to Death with effect from
10th January, 2013.

**

Sri. G. Ganesh has been withdrawn as nominee Director of IDBI Bank Limited w.e.f 3rd June, 2013

*** Sri Surender Kumar Agarwal was appointed as an additional director of the company and also member
of audit committee and Remuneration committee with effect from 9th March, 2013.
c)

Attendance during the year


During the financial year ended March 31, 2013, one Remuneration Committee Meeting was held on 30th
May, 2012.

d)

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

e)

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


(During 01.04.2012 to 31.03.2013)
(` in Lakhs)
Name of the Director

Designation

Salary &
Commission

Perquisites

Total

Sri. B.N.Agarwal

Chairman & Managing Director

23.57

2.84

26.41

Sri. Rajender Kumar Agarwal

Joint Managing Director

21.89

4.53

26.42

Sri. Jeetender Kumar Agarwal

Executive Director

21.68

4.57

26.25

Sri. Devender Kumar Agarwal

Whole time Director

21.68

4.48

26.16

Sitting Fees
Name

Designation

Amount (`)

Sri. R.Surender Reddy

Director

22500

Sri. B.N.Rathi

Director

3500

Dr. A.Nageswara Rao

Director

26000

Sri. G.Ganesh

Nominee - IDBI

21500

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.

17

5.

SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE


a)
b)
c)

d)
e)
6.

Name of Non-Executive Director heading the Committee : Dr.Akkineni Nageswara Rao


Name and designation of Compliance Officer
: Sri. B.R.S.Reddy, Vice-President
(Corporate Affairs) & Company Secretary
Number of Shareholders Complaints received so far
:
No. of Complaints received for the 4th Quarter - 10
No. of Complaints received for the Year ended 31st March 2013-16
Number not solved to the satisfaction of shareholders
: NIL
Number of pending share transfers
: NIL

GENERAL BODY MEETINGS


a) Location and time, where last three AGMs held.
Financial Year

b)

c)
d)

e)

18

Date

2009-10

29/09/2010

2010-11

29/07/2011

2011-12

30/07/2012

Venue
Gayatri Gardens, Survey No.26,
Sikh Village, Near Diamond Point Hotel
Secunderabad - 500 003
Gayatri Gardens, Survey No.26,
Sikh Village, Near Diamond Point Hotel
Secunderabad - 500 003
Rajdhani Hall, First floor, Lions Bhavan, Behind LIC &
HDFC Bank, Near Paradise Circle (West),
S.D.Road, Secunderabad-500003

Time
10.00 A.M.

10.00 A.M.

10.15 A.M.

Special resolutions passed at the last 3 Annual General Meetings


1. At the AGM held on 29.09.2010 Approving the reappointment of Sri R K Agarwal, Joint Managing Director.
2. At the AGM held on 29.07.2011 No special resolutions were passed.
3. At the AGM held on 30.07.2012
1) Approving the re-appointment of Sri J.K.Agarwal, Executive Director for a period of three years
on the revised terms and conditions.
2) Approving the re-appointment of Sri D.K.Agarwal, Whole Time Director for a period of three
years on the revised terms and conditions.
3) Approving the revision in the remuneration payable to Sri B.N.Agarwal, Chairman and Managing
Director for the remaining period of his appointment from 30.05.2012 to 30.01.2014.
4) Approving the revision in the remuneration payable to Sri R.K.Agarwal, Joint Managing Director
for the remaining period of his appointment from 30.05.2012 to 20.05.2015.
5) Approval for keeping Register of Members, Index of Members and copies of Annual Returns along
with the copies of certificates and documents or any or more of them required to be annexed
thereto under Section 160 and 161 of the said Act, be kept at the office of the Company's
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.
Whether Special resolutions were put through postal ballot last year, details of voting pattern. No
Whether any resolutions are proposed to be conducted through postal ballot.
Provisions of Companies Act, 1956 regarding passing of resolutions through postal ballot shall be complied
with whenever necessary.
Procedure for postal ballot.
Prescribed procedure shall be complied with whenever necessary.

7.

DISCLOSURES
a)

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

Name of the Party


a. Transactions during the year
Key Management
Sri B.N.Agarwal
Chairman and Managing Director
Sri R.K.Agarwal
Joint Managing Director
Sri J.K.Agarwal
Executive Director
Sri D.K.Agarwal
Whole time Director
Relatives
Mrs.Narbada Bai Agarwal
Mrs. Yamuna Devi Agarwal
Mrs. Meenal Agarwal
Mr. Rishikesh Agarwal
M/s. Suryavanshi Industries Ltd

Relationship

Name of
Transaction

Current Year
Amount

Previous Year
Amount

Key Management

Remuneration

26.41

16.95

Key Management

Remuneration

26.42

16.24

Key Management

Remuneration

26.25

14.69

Key Management

Remuneration

26.16

14.62

Rent
Rent
Rent
Salary
Purchase of
Raw Material

1.60
1.60
1.60
6.00
627.57

1.60
1.60
1.60
6.00
3441.56

Purchase of
Raw Material

257.23

Purchase of
Raw Material
Sale of Yarn

58.55

354.88

Purchase of
Raw Material

466.72

Purchase of
Raw Material

50.37

Purchase of
Raw Material

5.24

116.87

115.20

2.40

2.40

3.57

24.94

Wife of sri B.N.Agarwal


Wife of sri R.K.Agarwal
Wife of sri J.K.Agarwal
Son of Sri R.K.Agarwal
Enterprise in which the
Key management personal
and relatives are intrested
M/s. Suryalakshmi Cotton Mills Ltd Enterprise in which the
Key management personal
and relatives are intrested
M/s. Suryajyoti Spinning Mills Ltd
Enterprise in which the
Key management personal
and relatives are intrested
b. Payable as at 31.03.2013
M/s. Suryavanshi Industires Ltd
Enterprise in which the
Key management personal
and relatives are intrested
M/s. Suryalakshmi Cotton Mills Ltd Enterprise in which the
Key management personal
and relatives are intrested
M/s. Suryajyoti Spinning Mills Ltd
Enterprise in which the
Key management personal
and relatives are intrested
c. Receivable as at 31.03.2013
M/s. Sheshadri Power and
Enterprise in which the
Infrastructure Pvt Ltd
Key management personal
and relatives are intrested
M/s. Suryavanshi Integrated
Enterprise in which the
Apparel Park Ltd
Key management personal
and relatives are intrested
M/s. Venkateshwara Apparels
Enterprise in which the
Key management personal
and relatives are intrested
M/s. Suryajyoti Spinning Mills Ltd
Enterprise in which the
Key management personal
and relatives are intrested

Advance for
Investment
Investment

Sale of Yarn

19

b)

CEO / CFO Certification


In terms of Clause 49(V) of the Listing Agreement, the Certificate duly signed by Managing Director and Vice
President (Finance) of the Company was placed before the Board of Directors along with the financial
statements for the year ended March 31, 2013, at its meeting held on 7th May, 2013.

c)

Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange
or SEBI or any statutory authority, on any matter related to capital markets, during the last three years. NIL

d)

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


Mandatory requirements: All complied with.
Non-mandatory requirements :
a.

8.

The Board : The Board is headed by an Executive Chairman.


i.

Remuneration Committee : Please refer to the Clause 4 above.

ii.

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

iii.

Audit qualifications : Auditors observation was clarified in the Directors Report.

iv.

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

v.

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

vi.

Whistle Blower Policy : Not yet established.

b)

Proceeds from Preferential Issues and its utilization: The Company has not raised any funds through
public issue, rights issue, and on preferential issue basis during the year under review.

c)

Shares held by Non-executive Directors :


Sri. R. Surender Reddy

1000

Sri. B.N.Rathi

Nil

Sri. G.Ganesh

Nil

Dr. Akkineni Nageswar Rao

400

Sri. Surender Kumar Agarwal

Nil

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 Company's Website www.suryavanshi.com

b)

Quarterly results are normally published in which newspapers


The Quarterly results are usually published in Business Standard and Andhra Bhoomi, Hyderabad edition.

c)

Any website, where displayed


www.suryavanshi.com

d) & e)

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

20

9.

GENERAL SHAREHOLDER INFORMATION


a)

AGM

Date, Time and Venue

Date

Saturday, 28th September, 2013

Time

12.00 Noon

Venue

Gayatri Gardens, Survey No.26, Sikh Village,


Near Diamond Point Hotel, Secunderabad-500003.

b)

Financial Year

c)

Date of Book Closure :

1st April to 31st March following

Tuesday, 24th September,2013 to Saturday, 28th September, 2013 (both days inclusive)
d)

Dividend Payment Date : Not applicable as the Board has not recommended any dividend.

e)

Listing on Stock Exchanges & Stock Code


The Company's Shares are listed in the following Stock Exchange.
Name of the Stock Exchange

Code

The Bombay Stock Exchange Limited

f)

Address

514140

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.
Month

The Stock Exchange, Mumbai


Share Price (`)

April, 2012
May, 2012
June, 2012
July, 2012
August, 2012
September, 2012
October, 2012
November, 2012
December, 2012
January, 2013
February, 2013
March, 2013
g)

Sensex

High

Low

High

Low

14.19
13.40
13.15
13.47
12.30
13.62
14.50
13.69
11.76
12.25
12.00
11.25

11.25
10.62
10.20
10.92
10.12
10.56
11.50
10.77
10.32
10.45
8.31
8.30

17,664.10
17,432.33
17,448.48
17,631.19
17,972.54
18,869.94
19,137.29
19,372.70
19,612.18
20,203.66
19,966.69
19,754.66

17,010.16
15,809.71
15,748.98
16,598.48
17,026.97
17,250.80
18,393.42
18,255.69
19,149.03
19,508.93
18,793.97
18,568.43

Registrar and Share Transfer Agents


Karvy Computershare Pvt. Ltd.
Plot No.17 to 24,
Vittal Rao Nagar,
Madhapur,
Hyderabad 500 081 (A.P.) India
Ph # +91 040 44655208

21

h)

Share Transfer System:


The share transfers are processed and the share certificates are returned to the shareholders within a
maximum period of 15 days from the date of receipt, subject to the documents being valid and complete
in all respects.

i)

Shareholding pattern as on 31st March, 2013.


Category

No. of Shares held

% of holding

Promoters

7704063

58.07

700

0.01

Mutual Funds
Banks & Financial Institutions
FII's
Private Corporate Bodies
NRI's
Indian Public
Total
Distribution of shareholding
Nominal Value

0.00

1774980

13.38

41004

0.31

3744526

28.22

13266423

100.00

Share holders

Amount

% to Holder

In `

% to Total

6471

84.44

8523930

6.43

5001

- 10000

368

4.99

3008470

2.26

10001

- 20000

222

3.01

3448050

2.60

20001

- 30000

62

0.84

1591990

1.20

30001

- 40000

32

0.43

1137020

0.86

40001

- 50000

38

0.52

1775600

1.34

50001

- 100000

56

0.76

3879840

2.92

above

74

1.00

109299330

82.39

Total 7323

100.00

132664230

100.00

100001

j)

0.01

Nil

As on 31.03.2013

Number
Upto 5000

1150

Dematerialisation of shares and liquidity


The Company's shares are available for dematerialization on both the Depositories i.e., National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) 1,14,77,190 shares
amounting to 86.51 % of the Capital have been dematerialized by investors as on 31st March, 2013.
ISIN : INE431C01015
Address of Registrars for Dematerialistion of Shares.
Karvy Computershare Pvt. Ltd.
Plot No.17 to 24,
Vittal Rao Nagar, Madhapur,
Hyderabad 500 081 (A.P.), India
Ph # +91 040 44655208

22

k)

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


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

l)

Plant Locations

Bhongir-508116,Nalgonda District, Andhra Pradesh, India


Aliabad, Shamirpet-500078, Medchal taluq, R.R.District, Andhara Pradesh, India.
Nagpur-Bhopal Road, Rajna-480340, Pandurna Taluq, Chindwara District, Madhya Pradesh.
Garment Division, Plot No.28 B, IDA, Bhongir, Nalgonda District, Andhra Pradesh-508116

m) Address for correspondence :


a)

b)

For transfer / dematerialization of shares, change of address of members and other queries relating to
the shares of the Company:
Karvy Computershare Pvt. Ltd.
(Unit - Suryavanshi Spinning Mills Limited)
Plot No.17 to 24,
Vittal Rao Nagar, Madhapur,
Hyderabad 500 081 (A.P.) India
Ph # +91 040 44655208
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.
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 7th May, 2013.

Declaration on Code of Conduct


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, 2013.
For SURYAVANSHI SPINNING MILLS LIMITED

Place : Secunderabad
Date : 07-05-2013

B.N. Agrawal
Chairman & Managing Director

23

Auditors Certificate on compliance of Corporate Governance


To the members of SURYAVANSHI SPINNING MILLS
LIMITED, SECUNDERABAD.

has complied with the conditions of Corporate


Governance as stipulated in the above listing agreement.

We have examined the compliance of conditions of


Corporate Governance by SURYAVANSHI SPINNING
MILLS LIMITED, SECUNDERABAD, A.P. for the year
ended 31st March, 2013 as stipulated in Clause 49 of the
listing agreement of the Company with Stock Exchanges
in India.

We state that in respect of investor grievances received


during the year ended 31st March, 2013, no investor
grievances are pending against the Company as per the
records maintained by the Company. We further state
that such compliance is neither an assurance as to the
future viability of the Company nor the efficiency or
effectiveness with which the management has conducted
the affairs of the Company.

The compliance of the conditions of Corporate


Governance is the responsibility of the management. Our
examination was limited to the procedures and
implementation thereof, adopted by the Company for
ensuring the compliance of the conditions of Corporate
Governance. It is neither an audit nor an expression of
an opinion on the financial statements of the Company.
In our opinion and to the best of our information and
according to the explanations given to us, the Company

24

For BRAHMAYYA & CO.,


Chartered Accountants
Firm Regn. No.000513S

Place : Hyderabad
Date : 07.05.2013

K S RAO
Partner
(Membership No.15850)

INDEPENDENT AUDITORS REPORT


To the Members of
SURYAVANSHI SPINNING MILLS LIMITED,
SECUNDERABAD.
Report on the Financial Statements:
We have audited the accompanying financial statements
of SURYAVANSHI SPINNING MILLS LILMITED,
SECUNDERABAD ("the Company"), which comprise
the Balance Sheet as at March 31, 2013, and the Statement
of Profit and Loss and Cash Flow Statement for the year
then ended, and a summary of significant accounting
policies and other explanatory information.
Management's Responsibility for the Financial
Statements:
Management is responsible for the preparation of these
financial statements that give a true and fair view of the
financial position, financial performance and cash flows of
the Company in accordance with the Accounting
Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act"). This responsibility
includes the design, implementation and maintenance of
internal control relevant to the preparation and
presentation of the financial statements that give a true
and fair view and are free from material misstatement,
whether due to fraud or error.

to design audit procedures that are appropriate in the


circumstances. An audit also includes evaluating the
appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by
management, as well as evaluating the overall presentation
of the financial statements. We believe that the audit
evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion.
Opinion:
In our opinion and to the best of our information and
according to the explanations given to us, the financial
statements give the information required by the Act in
the manner so required and give a true and fair view in
conformity with the accounting principles generally
accepted in India:
a.

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


affairs of the Company as at March 31, 2013;

b.

in the case of the Statement of Profit and Loss , of


the loss for the year ended on that date; and

c.

in the case of the Cash Flow Statement, of the cash


flows for the year ended on that date

Report on Other Legal and Regulatory Requirements:


1.

As required by the Companies (Auditor's Report)


Order, 2003 ("the Order") issued by the Central
Government of India in terms of sub-section (4A)
of section 227 of the Act, we give in the Annexure
a statement on the matters specified in paragraphs
4 and 5 of the Order.

2.

As required by section 227(3) of the Act, we report


that:

Auditors Responsibility:
Our responsibility is to express an opinion on these
financial statements based on our audit. We conducted
our audit in accordance with the Standards on Auditing
issued by the Institute of Chartered Accountants of India.
Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the
auditor's judgment, including the assessment of the risks
of material misstatement of the financial statements,
whether due to fraud or error.
In making those risk assessments, the auditor considers
internal control relevant to the Company's preparation
and fair presentation of the financial statements in order

a.

we have obtained all the information and


explanations which to the best of our
knowledge and belief were necessary for the
purpose of our audit;

b.

in our opinion proper books of account as


required by law have been kept by the
Company so far as appears from our
examination of those books;

c.

the Balance Sheet, Statement of Profit and


Loss, and Cash Flow Statement dealt with by
this Report are in agreement with the books
of account;

25

d.

in our opinion, the Balance Sheet, Statement


of Profit and Loss, and Cash Flow Statement
comply with the Accounting Standards
referred to in subsection (3C) of section 211
of the Companies Act, 1956;

e.

On the basis of written representations


received from the directors as on March 31,
2013, and taken on record by the Board of
Directors, none of the directors is disqualified
as on March 31, 2013, from being appointed
as a director in terms of clause (g) of subsection (1) of section 274 of the Companies
Act, 1956.

f.

26

Since the Central Government has not issued


any notification as to the rate at which the

cess is to be paid under section 441 A of the


Companies Act, 1956 nor has it issued any
Rules under the said section, prescribing the
manner in which such cess is to be paid, no
cess is due and payable by the Company.
For BRAHMAYYA & CO.,
Chartered Accountants
Firm's Registration Number: 000513S

Place : Hyderabad
Date : 07.05.2013

(K.S.RAO)
Partner
Membership Number: 015850

ANNEXURE TO THE AUDITORS' REPORT


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

2.

3.

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.

a.

The company has not granted any loans,


secured or unsecured to companies, firms or
other parties covered in the register
maintained under section 301 of the
Companies Act 1956.

b.

In view of our comment in paragraph 3(a)


above, III (b), (c) & (d) of the aforesaid order
are not applicable to the company

c.

During the year, the company has taken


unsecured loans from 7 parties covered in the
register maintained under section 301 of the
companies Act 1956 and the maximum amount
involved during the year was ` 273.75 lakhs.

d.

In our opinion the rate of interest and other


terms and conditions on which loans have been
taken from the other parties listed in the
register maintained under section 301 of the

Companies Act 1956 are not prima-facie


prejudicial to the interests of the company.
e.

The company is regular in payment of the


principal amount and interest thereon as
stipulated.

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 yarn and

27

are of the opinion that prima facie the prescribed


accounts and records have been made and
maintained.
9.

a)

Sl.
No

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.
Nature of the
Statu29te

Nature of the
Dues

Amount
(`)

b)

According to the information and explanations


given to us, no undisputed amounts payable in
respect of Income-Tax, Sales Tax, Wealth Tax,
Service Tax, Custom Duty, Excise Duty and
Cess were in arrears, as at 31st March, 2013.

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 :

Period to which
the amount relates
(Financial Year)

Forum where
dispute is
pending

M.P. Sales Tax Act

Sales Tax dues

3,39,773/-

2003-2004

Deputy Commissioner
(Appeal) Sales Tax, Bhopal,
Madhya Pradesh.

M.P. Sales Tax Act

Sales Tax dues

7,25,736/-

2004-2005

Deputy Commissioner
(Appeal) Sales Tax, Bhopal,
Madhya Pradesh.

Andhra Pradesh
General Sales Tax
(APGST) Act, 1957

Sales Tax dues

27,98,569/-

2001-2002

Hon'ble A.P. High Court,


Hyderabad

Andhra Pradesh
General Sales Tax
(APGST) Act, 1957.
(Case filed by
Bharat Petroleum
Corporation Ltd.)

Sales Tax dues

40,27,678/-

1997-1998

I Addl.Chief Judge,
City Civil Court,
Secunderabad.

Customs Act, 1962

Interest on
Customs Duty

20,32,054/-

2003-2004

Hon'ble High Court,


Jabalpur, Madhya Pradesh

Customs Act, 1962

Customs Duty

16,14,454/-

2002-03

Tribunal CESAT, New Delhi

Sales Tax

Sales Tax

31,06,747/-

2007-08

Asst. Commissioner of
Commercial taxes, Hyderabad

10. The Company has accumulated losses at the end of


the financial year. The Company has incurred cash
losses during the financial year covered by our audit
and in the immediately 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.

28

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 (Auditor's Report) Order, 2003 are not
applicable to the Company

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.

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.

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.

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.

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.

17. In our opinion and according to the information


and explanations given to us the funds raised on
short-term basis have been used for long-term
investment.

For BRAHMAYYA & CO.,


Chartered Accountants
Firm's Registration Number: 000513S

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.

Place : Hyderabad
Date : 07.05.2013

(K.S.RAO)
Partner
Membership Number: 015850

29

Balance Sheet as at 31st March, 2013

(Figures in ` Lakhs)
Note
No.

As at
31.03.2013

As at
31.03.2012

1
2

1,326.87
1,457.68
2,784.55

1,326.87
3,013.32
4,340.19

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

3
4

3,572.58
167.74
3,740.32

2,510.90
191.50
2,702.40

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

5
6
7
8

5,654.87
4,728.97
2,013.02
65.82
12,462.68
18,987.55

4,960.19
4,140.65
1,862.23
21.41
10,984.48
18,027.07

8,058.60
0.38
1,712.79
9,771.77
4.97
547.33
10,324.07

7,670.24
0.38
476.65
8,147.27
4.97
481.28
8,633.52

4,353.01
2,182.73
490.51
419.88
1,217.35
8,663.48
18,987.55

5,568.27
1,906.84
547.78
322.11
1,048.55
9,393.55
18,027.07

Particulars
Equity and liabilities
Shareholders funds
Share capital
Reserves and surplus

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 and on behalf of the Board
for Brahmayya & Co.,
B.N. Agarwal
Chartered Accountants
Chairman & Managing Director
Firms' Registration Number: 000513S
K.S. Rao
Partner
Membership Number: 15850
Place : Hyderabad
Date : 7th May, 2013

30

B. Somasekhara Rao
Vice President (Finance & Accounts)

R.K. Agarwal
Joint Managing Director

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

Dr. Akkineni Nageswara Rao


Director

Statement of Profit and Loss for the year ended 31st March, 2013
Note
No.

Particulars

(Figures in ` Lakhs)

Current Year
2012-13

Previous Year
2011-12

Revenue
Revenue from operations

17

26,824.96

27,072.98

Other income

18

581.16

641.37

27,406.12

27,714.35

18,486.41

18,119.07

511.96

925.67

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

72.99

927.84

Power and fuel

21

3,667.71

2,456.65

Employee benefits expense

22

2,198.45

2,129.49

Finance costs

23

880.72

1,047.93

726.45

713.76

24

2,411.80

2,208.12

Total expenses

28,956.49

28,528.53

Profit/(Loss) before tax

(1,550.37)

(814.18)

5.27

2.60

(1,555.64)

(816.78)

Depreciation and amortization expense


Other expenses

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

Basic

(11.73)

(6.15)

(2)

Diluted

(11.73)

(6.15)

Notes on financial statements

1 to 36

The notes referred to above, form an integral part of these financial statements.
As per our report of even date
For and on behalf of the Board
for Brahmayya & Co.,
B.N. Agarwal
Chartered Accountants
Chairman & Managing Director
Firms' Registration Number: 000513S
K.S. Rao
Partner
Membership Number: 15850
Place : Hyderabad
Date : 7th May, 2013

B. Somasekhara Rao
Vice President (Finance & Accounts)

R.K. Agarwal
Joint Managing Director

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

Dr. Akkineni Nageswara Rao


Director

31

Notes on financial statements


(Figures in ` Lakhs)
Particulars

As at 31.03.2013

As at 31.03.2012

Number

Amount

Number

Amount

35250000

3,525.00

35250000

3,525.00

35250000

3,525.00

35250000

3,525.00

13270923

1,327.09

13270923

1,327.09

13270923

1327.09

13270923

1,327.09

13266423

1,326.64

13270923

1,327.09

Share Capital
Authorised
Equity Shares of ` 10 each

Issued
Equity Shares of ` 10 each

Subscribed & paid up


Equity Shares of ` 10 each
Less:Allotment Money in Arrears
(Dues from Directors and Officers ` Nil)

13266423

Forfeited Shares:
Total

1,326.64

0.22
13270923

1,326.87

13270923

1,326.87

0.23
13266423

1,326.87

(a)

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

(b)

41,62,536 Equity Shares of ` 10/- each are allotted as fully paid up with out payment being received in cash
to the erstwhile share holders of suryavanshi textile limited (STL) as per scheme of amalgamation of STL with
the company.

(c)

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

As at
31 March 2013

As at
31 March 2012

Equity shares

Equity shares

Shares outstanding at the begning of the year


a)

Fully paid Equity shares of ` 10/- each

13266423

13266423

b)

partly paid Equity shares of ` 5/- each

4500

4500

4500

13266423

13270923

Shares issues during the year


Shares forfeited during the year
Shares outstanding at the end of the year
a)

32

Fully paid Equity shares of ` 10/- each

Notes on financial statements


(d)

Disclosure pursuant to Note no. 6(A)(g) of Part I of Schedule VI to the Companies Act, 1956 (if more than 5%)

Name of Shareholder

As at 31.03.2012

No. of
Shares held

% of Holding

No. of
Shares held

% of Holding

Jeetender Kumar Agarwal

1671287

12.60

Devender Kumar Agarwal

1623854

12.24

Rajender Kumar Agarwal

1565836

11.80

Suryavanshi Industries Limited

As at 31.03.2013

3842579

28.95

Westend Developers Ltd

1300000

9.80

1950000

14.69

B N Agarwal Family Trust

724873

5.46

724873

5.46

Reserves and Surplus


(Figures in ` Lakhs)
Particulars
a.

b.

c.

d.

e.

As at
31.03.2013

As at
31.03.2012

Capital Redemption Reserve


At the commencement of the year

8.00

8.00

Closing Balance

8.00

8.00

Securities Premium Account


At the commencement of the year

2,731.00

2,731.00

Closing Balance

2,731.00

2,731.00

State Subsidy
At the commencement of the year

22.63

22.63

Closing Balance

22.63

22.63

Export Allowance Reserve


At the commencement of the year

11.00

11.00

Closing Balance

11.00

11.00

Surplus
At the commencement of the year

240.69

1,057.47

Add : For current year

(1,555.64)

(816.78)

Closing Balance

(1,314.95)

240.69

1,457.68

3,013.32

Total

33

Notes on financial statements


(Figures in ` Lakhs)
Particulars

As at
31.03.2013

As at
31.03.2012

809.88
240.53
485.18
210.00
98.30
249.66
864.08

46.59
1,016.17
334.91
313.00
139.00
245.34
-

2,957.63

2,095.01

Long Term Borrowings


Secured
i. Term loans
- from banks
a)
b)
c)
d)
e)
f)
g)
h)

ICICI Bank Ltd.


ICICI Bank ltd (erstwhile Bank of Rajasthan Ltd)
Andhra Bank-I
Andhra Bank -II
Andhra Bank - Working capital term loan
State Bank of Hyderabad - Working capital term loan
State Bank of Hyderabad - Buyer`s credit against FLC
Andhra Bank - Buyer`s credit against FLC

NOTES:
1.

Term Loans refered at (b) to (d) and buyers credit refered at (h) 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 (e) and (f) 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 four Directors of the Company

Terms of Repayment
Name of the Bank
b)
c)
d)
e)
f)
g)
(*)
h)
(**)

34

ICICI Bank ltd (erstwhile Bank of Rajasthan Ltd)


Andhra Bank-I
Andhra Bank -II
Andhra Bank - Working capital term loan
State Bank of Hyderabad - Working capital term loan
State Bank of Hyderabad - Buyer`s credit against FLC
Repayable in two years by way of providing cash margin
Andhra Bank - Buyer`s credit against FLC
Liable to be converted in to term loan

Rate of
Interest

Quarterly
Instalments

15.00%
14.75%
15.00%
15.00%
15.00%

36 monthly
11
20
8
8
(*)
(**)

Notes on financial statements


(Figures in ` Lakhs)
Particulars
Other loans and advances
Vehicle hire purchase loan :
HDFC Bank Ltd
Kotak Mahindra Bank Ltd
Axis Bank
TATA Capital Ltd
Total

As at
31.03.2013

As at
31.03.2012

0.97
17.84
15.31
-

4.60
17.42
3.64

34.12

25.66

429.08
151.75

390.23
-

580.83

390.23

3,572.58

2,510.90

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
Grand Total

The deferred sales tax liability amounting to ` 429.08 lakhs shown under unsecured loans above, is due for repayment
as under
` lakhs

Year of
Repayment

2000-01

14.71

2014-15

2001-02

45.69

2015-16

2002-03

28.82

2016-17

2003-04

67.49

2017-18

2004-05

34.88

2018-19

2005-06

75.59

2019-20

2006-07

70.82

2020-21

2007-08

14.78

2021-22

2008-09

25.47

2022-23

2011-12

10.51

2024-25

2012-13

40.32

2025-26

Year

429.08

35

Notes on financial statements


(Figures in ` Lakhs)
Particulars

As at
31.03.2012

156.15

191.50

Long Term Provisions


(a)

Provision for employee benefits


Gratuity (unfunded)
Leave Encashment (unfunded)
Total

As at
31.03.2013

11.59

167.74

191.50

Short Term Borrowings


Secured
(a) Loans repayable on demand
(i)

Andhra Bank-I

3,445.73

3,430.64

(ii)

Andhra Bank-II

507.59

(iii) State Bank of Hyderabad-I

1,557.48

1,485.64

(iv) State Bank of Hyderabad-II

100.00

5,610.80

4,916.28

Total

Working Capital Loans refered above (i) to (iii) are Secured by way of hypothecation of Raw materials, Stock-inprocess, 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.
(b) Other loans and advances
Vehicle Hire Purchase Loan :
3.63

11.87

Kotak Mahindra Bank Ltd.

HDFC Bank Ltd.

26.63

28.04

Axis Bank

10.17

3.64

4.00

44.07

43.91

5,654.87

4,960.19

85.72

25.63

: Other than Small and Micro Enterprises

4,643.25

4,115.02

Total

4,728.97

4,140.65

TATA Capital Ltd.


Total
Grand Total

Trade Payables
Dues to

: Small and Micro Enterprises (*)

Trade payable include ` 441.88 lakhs payable towards supply of capital machinery against letter of credit opened
by Andhra Bank under the terms of project sanction.
(*) Interest paid, payable or accrued and due to Micro and small enterprises is Rs. NIL (Previous Year Rs. NIL)

36

Notes on financial statements


(Figures in ` Lakhs)
Particulars

As at
31.03.2013

As at
31.03.2012

Other Current Liabilities


(a) Current maturities of long-term debt
i. Term loans
- from banks
ICICI Bank Ltd.

62.72

223.47

206.28

IDBI Bank Ltd

560.00

State Bank of India

121.64

94.36

87.48

103.00

58.00

43.51

18.00

464.34

1,114.12

IDBI Bank Limited

3.99

23.39

Andhra Bank

6.60

ICICI Bank ltd (erstwhile Bank of Rajasthan Ltd)

Andhra Bank-I
Andhra Bank - Working capital term loan
State Bank of Hyderabad - Working capital term loan
(b) Interest accrued and due on borrowings

State Bank of India


(c)

1.62

ICICI Bank Ltd.

13.16

Unpaid dividend

3.93

3.93

1,084.85

431.21

21.98

11.95

(d)

Other payables (*)

(e)

Other payables - Statutory dues

(f)

Salary & Reimbursements

180.64

161.74

(g)

Contribution to PF & ESI

19.09

15.03

(h)

Bonus Payable

(i)

Advances received against sales

(j)

Sales tax deferment payable

(k)

Security Deposits Payable


Total

27.76

36.09

179.93

52.34

1.47

5.35

5.28

5.46

1,548.68

748.11

2,013.02

1,862.23

63.29

15.50

(*) Includes provision for Fuel surcharge Adjustment (FSA) of ` 604.69 lakhs
8

Short Term Provisions


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

2.53

5.91

65.82

21.41

37

38

15.58
1,058.40
1.26
27.97
0.38
1.09
1.56
1.51
75.06
2.49

260.59
313.91
13,784.40
391.15
49.68
6.86
510.73
9.92
19.45
39.96
53.39
37.32
30.58
344.29
103.54

Previous Year

Total

Less: Internal Transfer

Total (a+b+c)

Total

Capital Work In Progress

17,264.76

18,417.64

18,417.64

476.65

476.65

7.69
7.69

Total

1,166.15

2,422.58

1,186.44

3,609.02

2,422.58

2,422.58

1,186.44

1.14

1,961.76

17,933.30

13.27

179.14

1,186.44

1,365.58

1,186.44

1,186.44

179.14

117.90
61.24
-

18,417.64

20,661.08

20,661.08

1,712.79

1,712.79

7.69

7.69

18,940.60

14,724.90
391.15
49.68
8.12
538.70
9.92
19.83
39.96
54.48
38.88
32.09
358.11
106.03

260.59
329.49

1,962.90

15.77

Disposals Balance as at
31.03.2013

GROSS BLOCK
Additions

15.77

Balance as at
01.04.2012

Intangible Assets
Computer software

Total

Tangible Assets
Land
Buildings :
Factory Buildings
Non Factory BuildingsNon Resident
- Resident
Plant and Equipment :
Plant And Machinery
Generators
Testing Equipment
Canteen Equipment
Electrical Installations
Workshop Equipment
Weighing Machines
Water Works
Furniture and Fixutres
Office Equipment
Air Conditioners
Vehicles
Data Processing

DESCRIPTION

Fixed Assets

Notes on financial statements

9567.36

10,270.37

10,270.37

7.31

7.31

10,263.06

8,339.58
371.65
36.48
0.39
302.42
9.60
10.98
10.33
37.66
21.24
13.11
115.99
89.25

48.61
41.01

814.76

713.76

726.45

726.45

726.45

4.25
5.12
587.34
0.04
1.66
0.33
21.73
0.04
0.56
0.65
1.94
1.46
1.19
31.08
3.52

65.54

Charge
for the year

10.75

107.51

107.51

107.51

69.88
37.63
-

10,270.37

10,889.31

10,889.31

7.31

7.31

10,882.00

8,857.04
371.69
38.14
0.72
324.15
9.64
11.54
10.98
39.60
22.70
14.30
109.44
92.77

52.86
46.13

880.30

0.00

On Balance as at
disposals
31.03.2013

ACCUMULATED DEPRECIATION/AMORTISATION
Balance as at
01.04.2012

8,147.27

9,771.77

9,771.77

1,712.79

1,712.79

0.38

0.38

8,058.60

5,867.86
19.46
11.54
7.40
214.55
0.28
8.29
28.98
14.88
16.18
17.79
248.67
13.26

207.73
283.36

1,082.60

15.77

Balance as at
31.03.2013

7,697.39

8,147.27

8,147.27

476.65

476.65

0.38

0.38

7,670.24

5,444.83
19.50
13.20
6.47
208.31
0.32
8.47
29.63
15.73
16.08
17.47
228.29
14.29

211.98
272.90

1,147.00

15.77

Balance as at
31.03.2012

NET BLOCK

(Figures in ` Lakhs)

Notes on financial statements


(Figures in ` Lakhs)
Particulars

Face
Value

No. of
Shares

As at
31.03.2013

As at
31.03.2012

10 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

2.57

2.57

Total (a)
B

At Cost - Non-Trade - Unquoted :


Investments in controlled entities
Suryavanshi integrated apparel park ltd

10

24000

2.40

2.40

0.00

Total (b)

2.40

2.40

Total (a+b)

4.97

4.97

Investment in Subsidiary Company


Fortune Eagle (Hk) Trading Limited, Honkong (*)

Aggregate market value of quoted investments - ` 9.14 lakhs (Previous year ` 10.91 lakhs)
(*)

During the year, Company disposed of its 100% Equity investment of One HKD in its wholly owned
Subsidiary Company, M/s. Fortune Eagle (Hk) Trading Limited, Honkong.

11 Long Term Loans and Advances


a.

Deposits Recoverable
(Unsecured considered good)

430.46

366.08

116.87

115.20

547.33

481.28

(Electricity and other deposits)


Advance for Investment (*)
Total
(*)

The company proposes to invest in equity shares at par in Sheshadri Power and Infrastucture private limited
in which the directors are interested

39

Notes on financial statements


(Figures in ` Lakhs)
Particulars

As at
31.03.2013

As at
31.03.2012

12 Inventories
(Valued and certified by the Management)
Raw Materials
(Valued at cost on weighted average basis)

2,108.90

3,204.65

Stores and spares


(Valued at cost on weighted average basis)

264.78

276.89

1,226.86
-

1,306.89
27.58

198.94

193.88

542.81

501.28

10.72

22.70

34.40

4,353.01

5,568.27

950.16

1,962.38

59.83

160.51

692.87

2.35

2.35

Finished goods
(Valued at lower of cost or net realisable value basis)
Yarn
Goods in transit
Garments
Work-in-progress
(Valued at lower of cost or net realisable value basis)
Others - Cotton & PV Waste (at realisable value)
Stock-in-trade (in respect of goods acquired for trading) in transit :
Total
Details of Raw Materials :
Cotton
Imported Cotton
Polyster Staple Fibre
Imported PSF
Viscose Staple Fibre
Cotton fibre
Yarn
Total

19.85

21.33

6.05

115.01

910.15

410.71

2,108.90

3,204.65

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

40

73.58

87.91

2,109.15

1,818.93

2,182.73

1,906.84

Notes on financial statements


(Figures in ` Lakhs)
Particulars

As at
31.03.2013

As at
31.03.2012

0.95

6.47

12.27

183.51

14 Cash and cash equivalents


Cash on hand
Balances with Banks
With Scheduled Banks
Balance with Banks against Dividends payments

3.93

3.93

473.34

353.85

0.02

0.02

490.51

547.78

Advances for Capital purchases

106.92

53.10

Advances for purchases of Raw Material & Stores

304.00

255.35

8.96

11.94

1.72

419.88

322.11

Balance with Governament Department

23.00

25.37

Subsidies Receivable

18.83

40.90

Balance with Banks against Margin Money and letter of credit


Savings Bank Account with post office
(kept as security with sales tax department)
Total

15 Short-term loans and advances


(Unsecured considered good)

Advances to Staff
Other Advances
Total

16 Other Current Assets

Interest Receivable
Export Licence Receivable
Pre-paid Expenses

26.75

14.19

681.45

641.52

22.20

17.29

Advance Tax (Net of provision)

114.24

111.05

MAT Credit entitlement

177.88

177.88

Other advances
Claims / Other Receivables
Total

11.83

8.80

141.17

11.55

1,217.35

1,048.55

41

Notes on financial statements


(Figures in ` Lakhs)
Particulars

Current Year
2012-13

Previous Year
2011-12

21,592.95
2,763.43
1,711.34
255.60
501.64
26,824.96

21,637.28
2,915.52
1,399.97
217.35
902.86
27,072.98

77.57
0.37
1.87
56.74
380.58
9.15
3.18
17.35
1.40
32.95
581.16

35.47
0.41
32.40
404.61
112.68
35.41
19.32
0.66
0.02
0.39
641.37

3,204.66
17,411.78
20,616.44
21.13
2,108.90
18,486.41

3,673.49
17,650.24
21,323.73
3,204.66
18,119.07

17 Sale of Products
Yarn
Garments
Medical Textiles
Cotton Waste
Traded Goods
Total

18 Other Income
Interest Income
Dividend Income
Gain on foreign currency transactions & translation
Scrap sales
Export benfits entilement
Profit on sale of Assets
Insurance Claims
Credit Balance and Excess provision Written Back
Job Work Charges
Prior Period Income
Miscellaneous Receipts
Total

19 Cost of Raw materials consumed


Opening Stocks
Add : Purchases
Less: Cost of Raw materials sold
Less: Closing Stocks
Imported and Indigeneous Raw Materials consumed:
Indigeneous
94.89%
Imported
5.11%
Total
100%
Details of Raw Material Consumed:
Cotton
Imported Cotton
Viscose Staple Fibre
Polyester Staple Fibre
Yarn
Cotton fibre
Dyeing Materials
Fabric kniting & processing charges
Total

42

17,541.59
944.82
18,486.41
6,412.78
944.82
14.75
8,416.60
909.86
939.01
134.45
714.14
18,486.41

90.63%
9.37%
100%

16,422.19
1,696.88
18,119.07
5,546.10
288.61
9,835.50
921.29
699.86
96.22
731.49
18,119.07

Notes on financial statements


(Figures in ` Lakhs)
Particulars

Current Year
2012-13

Previous Year
2011-12

1,334.47

2,445.44

20 Changes in inventories of Finished Goods,


work-in-progress and stock-in-trade
OPENING STOCKS
Yarn
Garments

193.88

91.37

Stock-in-Process

501.28

427.04

Cotton waste

22.70

16.32

2,052.33

2,980.17

1,318.85

1,334.47

Garments

106.96

193.88

Stock-in-Process

542.81

501.28

10.72

22.70

1,979.34

2,052.33

72.99

927.84

3,571.18

2,349.75

96.53

106.90

3,667.71

2,456.65

2,013.97

1933.17

CLOSING STOCKS
Yarn

Cotton waste
(INCREASE)/DECREASE IN STOCKS

21 Power and fuel


Electricity Charges
Fuel Consumed

22 Employee Benefits Expense


Salaries and incentives
Contributions to Provident Fund

82.58

83.12

Gratuity

36.52

36.78

Contributions to Employee State Insurance

27.21

27.41

Staff welfare expenses

38.17

49.01

2,198.45

2,129.49

835.24

823.78

Total

23 Finance Cost
Interest expense
Other borrowing costs
Loss on foreign currency transactions & translation
Total

40.48

23.40

5.00

200.75

880.72

1,047.93

43

Notes on financial statements


(Figures in ` Lakhs)
Particulars

Current Year
2012-13

Previous Year
2011-12

274.75
338.77
613.52

287.66
368.60
656.26

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
141.75
6.01
0.22
1,795.73

1.33
0.66
0.51
2.50
10.56
41.36
305.45
39.85
50.61
33.28
0.12
9.64
22.28
106.11
62.26
0.78
3.66
187.30
535.13
12.74
44.08
0.05
0.36
80.56
2.92
0.26
1,549.36

2,411.80

2,208.12

24 Other Expenses
Stores Consumption
Consumable Stores
Packing Material Consumed
Total
Payments to the auditor as
a.
auditor
b. for taxation matters
c.
for Certification
Total
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
Prior period items
Donations
Total
Grand Total

44

(Figures in ` Lakhs)

Notes on financial statements


Particulars

As at
31.03.2013

As at
31.03.2012

590.93
3,026.79
676.99

535.42
2,299.18
615.44

3.40

3.40

7.26

7.26

27.99

27.99

40.28

40.28

20.32

20.32

16.14

16.14

31.07

31.07

25 Contingent Liabilities not provided for


a)
b)
c)
d)

e)

f)

g)

h)

i)

j)

Against Foreign Bills Discounted


Against Foreign and Inland Letter of credit
Contracts to be executed on Capital Accounts
Demand raised by Sales Tax Department for the year 2003-04 on subjecting
the turnover of unit at Madhya Pradesh to tax for not furnishing "C" Forms.
The matter is pending in Appeal before the Deputy Commissioner (Appeals)
Sales Tax, Bhopal, Madhya Pradesh
Demand raised by Sales Tax Department for the year 2004-05 on subjecting
the turnover of unit at Madhya Pradesh to tax for not furnishing "C" Forms.
The matter is pending in appeal before the Deputy Commissioner (Appeals)
Sales Tax, Bhopal, Madhya Pradesh"
Demand from Sales Tax Department, Andhra Pradesh in connection with
levy of purchase tax on polyster stable fibre from Reliance Industries Limited,
levy of tax on work contract receipts and withdrawal of deferment availed
by the company for the year 2001-02. AP. Sales Tax Appellate Tribunal set
aside the order passed by the Sales Tax Authorities. The Department has
challenged the said order before the Hon'ble High Court of AP. and the
same is pending.
Bharat Petroleum Corporation Limited filed a civil suit before Addl.Chief
Judge 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.
The Department of Central Excise & Customs raised a Demand for 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 Hon'ble
High Court, M.P.
The Department of Central Excise & Customs, Bhopal, M.P. raised a Demand
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 Hon'ble Appellate
Tribunal for Customs Excise and Service Tax, New Delhi.
Demand from Sales Tax Department, Andhra Pradesh in connection with
the claim of total input tax on local cotton purchases by treating the local
cotton purchases as specific goods used to produce yarn sold as local sales,
CST sales and Export sales but not for consingment sales with out calculating
AXB/C for the year 2007-08. The Additional Commissioner (CT) (LTU) has
remanded case to the Assisstant Commissioner (CT) (LTU) and the same
is pending.

k) 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 persuing the matter with
the authorities concerned for the said relifes as per the scheme of merger and liability in case of disalowance
of MAT u/s I15JB of Income Tax Act 1961 would be ` 0.30 lakhs and ` 32I lakhs for the accounting years 200910 and 20I0-1I respectively.

45

Notes on financial statements


(Figures in ` Lakhs)
Particulars

As at
31.03.2013

As at
31.03.2012

26 Electricity charges include Fuel surcharge Adjustment (FSA) of ` 193.47 lakhs and ` 338.06 lakhs relating to
Accounting years 2010-11 and 2011-12 respectvely. APCPDCL proposed for levy of ` 107.89 lakhs Towards Fuel
surcharge adjustment (FSA) @ ` 1.00 per unit for the fourth quarter of 2012-13 the same shall be provided in
accounts on apporval by APERC

27 Expenditure in Foreign currency during the year on account of


a) Commission on Exports

39.55

73.54

b) Foreign Travel

29.82

14.77

919.60

305.01

45.62

26.49

766.56

5,621.75

5,695.66

carry forward Loss

2,305.22

1,802.42

Employee Benefits

71.20

67.16

2,376.42

1,869.58

1,233.37

1,342.95

1,233.37

1,342.95

1,143.05

526.63

28 Value of imports calculated on CIF basis in respect of


a) Purchase of : Machinery
b)

: Stores & Spares

c)

: Rawmaterials

29 Earnings in Foreign Exchange


F O B value of exports

30 Composition of Net Deferred Tax Asset/(Liability)


Components of Deferred Tax
Deferred Tax Asset on account of

Deferred Tax Liability on account of:


Depreciation
Deferred revenue Expenses

Deferred Tax Asset/(Liability) (Net)

Note: The company has not recognised deferred Tax Asset as a matter of prudence.

46

Notes on financial statements


31 Related party disclosure
Related party disclosures as required by AS-18 are given under
Name of the Party
a. Transactions during the year
Key Management
Sri B.N.Agarwal
Chairman and Managing Director
Sri R.K.Agarwal
Joint Managing Director
Sri J.K.Agarwal
Executive Director
Sri D.K.Agarwal
Whole time Director
Relatives
Mrs.Narbada Bai Agarwal
Mrs. Yamuna Devi Agarwal
Mrs. Meenal Agarwal
Mr. Rishikesh Agarwal
M/s. Suryavanshi Industries Ltd

(Figures in ` Lakhs)

Relationship

Name of
Transaction

Current Year
Amount

Previous Year
Amount

Key Management

Remuneration

26.41

16.95

Key Management

Remuneration

26.42

16.24

Key Management

Remuneration

26.25

14.69

Key Management

Remuneration

26.16

14.62

Rent
Rent
Rent
Salary
Purchase of
Raw Material

1.60
1.60
1.60
6.00
627.57

1.60
1.60
1.60
6.00
3,441.56

Purchase of
Raw Material

257.23

Purchase of
Raw Material
Sale of Yarn

58.55

354.88

Purchase of
Raw Material

466.72

Purchase of
Raw Material

50.37

Purchase of
Raw Material

5.24

116.87

115.20

2.40

2.40

3.57

24.94

Wife of sri B.N.Agarwal


Wife of sri R.K.Agarwal
Wife of sri J.K.Agarwal
Son of Sri R.K.Agarwal
Enterprise in which the
Key management personal
and relatives are intrested
M/s. Suryalakshmi Cotton Mills Ltd Enterprise in which the
Key management personal
and relatives are intrested
M/s. Suryajyoti Spinning Mills Ltd
Enterprise in which the
Key management personal
and relatives are intrested
b. Payable as at 31.03.2013
M/s. Suryavanshi Industires Ltd
Enterprise in which the
Key management personal
and relatives are intrested
M/s. Suryalakshmi Cotton Mills Ltd Enterprise in which the
Key management personal
and relatives are intrested
M/s. Suryajyoti Spinning Mills Ltd
Enterprise in which the
Key management personal
and relatives are intrested
c. Receivable as at 31.03.2013
M/s. Sheshadri Power and
Enterprise in which the
Infrastructure Pvt Ltd
Key management personal
and relatives are intrested
M/s. Suryavanshi Integrated
Enterprise in which the
Apparel Park Ltd
Key management personal
and relatives are intrested
M/s. Venkateshwara Apparels
Enterprise in which the
Key management personal
and relatives are intrested
M/s. Suryajyoti Spinning Mills Ltd
Enterprise in which the
Key management personal
and relatives are intrested

Advance for
Investment
Investment

Sale of Yarn

47

Notes on financial statements


(Figures in ` Lakhs)

32 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.

Particulars
Profit and Loss account:
Current service cost
Interest cost
Actuarial Gain / loss
Net benefit expense
Balance Sheet:
Openingbalance of benefit obligations
Current service cost
Interest cost
Actuarial Gain / loss
Benefits paid
Closing balance of benefit obligations
The principal assumptions used in determining the
Gratuity benefits obligation for the Companys plan
are as under:
Discount rate
Attrition Rate
Further salary raise

Year ended 31.03.2013

Year ended 31.03.2012

Gratutiy

Leave
Encashment

Gratutiy

Leave
Encashment

7.60
17.36
0.42
25.38

2.44
0.47
10.80
13.71

6.39
15.28
15.51
37.18

1.76
4.15
5.91

217.01
7.60
17.36
0.42
(22.94)
219.44

5.91
2.44
0.47
10.80
(5.51)
14.12

191.01
6.39
15.28
15.51
(21.18)
207.01

1.76
4.15
5.91

8%
8%
10%

8%
8%
10%

8%
8%
10%

8%
8%
10%

Year ended
31.03.2013

Year ended
31.03.2012

Net profit available for Equity Share Holders

(1,555.64)

(816.78)

Weighted average Number of Equity Shares

13266423

13270923

(11.73)

(6.15)

33 Earning Per Share as per accounting standard No. 20

Basic and Diluted Earnings per Share

34 During the year 2005-06, the company recognized an income of ` 653.06 lakhs being export incentive under the
Target Plus Scheme in terms of the then prevailing Foreign Trade Policy. The Govt., of India, Ministry of Commerce
vide their Notification No.8 (RE-2006)/ 2004-09 dated 12.06.06 retrospectively reduced the benefit of entitlement
from 15% to 5% on the exports effected since 01.04.2005. The company has since received duty free credit
entitlement for ` 217.68 lakhs @ 5% and for the balance 10%, the Company has contested before the Hon'ble
High Court at Mumbai for the restrospective reduction of the export incentive by the Government of India. The
High Court has granted an interim stay of the notification and the matter is pending for final orders.

48

Notes on financial statements


35 Segment information for the year ended 31.03.2013
The Company has identified two reportable segments I.e.Yarn and Garments.
Bussiness Segment
Type of Product
Spinning
Cotton yarn, PV Yarn and combed yarn
Garments
Readymade garments
A) Information about primary business segments
Particulars
1. Segment Wise Revenue
(Net sales and other income)
Spinning
Garments
Total
2. Segment Result-Profit/(Loss)
Before tax and interest from each segment
Spinning
Garments
Total
Less: Interest
Profit/(Loss) before tax
3. Segment Assets
Spinning
Garments
Total
4. Segment Liaibilites
Spinning
Garments
Total
5. Capital Expenditure
Spinning
Garments
Total
6. Depreciation
Spinning
Garments
Total

Year ended
31.03.13

Year ended
31.03.12

24,309.56
3,096.56
27,406.12

24,486.78
3,227.57
27,714.35

(799.98)
130.33
(669.65)
880.72
(1,550.37)

(310.81)
544.56
233.75
1,047.93
(814.18)

16,833.61
2,153.93
18,987.54

16,399.81
1,627.26
18,027.07

15,409.48
793.52
16,203.00

13,404.56
282.32
13,686.88

1,673.19
39.60
1,712.79

1,162.44
114.71
1,277.15

671.63
54.82
726.45

664.86
48.90
713.76

B) Information about secondary business segments by


Geographical market
%
With in India
Outside India
Total

20,703.40
6,121.56
26,824.96

(Figures in ` Lakhs)

%
77.18
22.82
100.00

20,694.82
6,378.16
27,072.98

76.44
23.56
100.00

Note: The Company does not track its assets and liabilities by geographical area

49

Notes on financial statements


36 Significant Accounting Policies
1

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

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

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

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

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

Contingent Liabilities and Provisions


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

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

Foreign Exchange Transactions


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

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

10 Provision for Taxation


Provision for taxation for the year is based on tax liability computed in accordance with relevant tax rates and
tax laws as at the Balance Sheet date. Provision for deferred tax is made for all timing differences arising
between taxable income and accounting income at rates that have been enacted or substantively enacted as

50

at the Balance Sheet date. Deferred tax assets are recognised only if there is a reasonable certainity that they
will be realised and are reviewed for the appropriateness of their respective carrying value at each Balance
Sheet date.
11 Revenue recognition
Sales represents the amount receivable for goods sold. Incentives on export sales are recognised as income
on accrual basis
12 Earning per share
Earning per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders
by the weighted average number of equity shares outstanding during the year.
13 Use of Estimates
Preparation of financial statements requires estimates and assumptions to be made that affect the reported
amount of assets and liabilities on the date of the financial statements and the reported amount of revenues
and expenses during the reporting period. Differences between the actual results and estimates are recognised
in the period in which the results are known/materialised

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

For and on behalf of the Board

for Brahmayya & Co.,


Chartered Accountants
Firms' Registration Number: 000513S
K.S. Rao
Partner
Membership Number: 15850

Place : Hyderabad
Date : 7th May, 2013

B.N. Agarwal
Chairman & Managing Director

B. Somasekhara Rao
Vice President (Finance & Accounts)

R.K. Agarwal
Joint Managing Director

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

Dr. Akkineni Nageswara Rao


Director

51

Cash Flow statement for the year ended 31st March, 2013
(Figures in ` Lakhs)

A.

for the year ended


31st March, 2013

for the year ended


31st March, 2012

(1,550.37)

(814.18)

Cash flow from operating activities:


Net Profit/ (loss) before tax and extraordinary items
Adjustments for
Finance Charges

835.24

823.78

Depreciation

726.45

713.76

40.06

Unrealised foreign Exchange fluctuation


Bad debts and Debit Balances Written Off

4.55

0.05

Excess Provision & Credit Balance Written Back

(17.35)

(19.32)

Interest Earned

(77.57)

(35.47)

(Profit)/Loss on Sale of Fixed Assets (net)

32.29

(112.32)

Dividend Received

(0.37)

Operating profit before working capital changes

1,503.24

(0.41)

(47.13)

1,410.13
595.95

Adjustments for
Inventories

1,215.26

1,352.37

Trade Receivables

(280.44)

357.35

Long-term loans and advances

(66.05)

(73.06)

Short-term loans and advances

(97.77)

46.07

Other current assets

(153.06)

3.54

Trade payables

588.32

816.06

Other current liabilities

823.05

(135.41)

Short-term provisions

44.41

(15.45)

Long-term provisions

(23.77)

Cash generated from Operations


Direct taxes paid (Including TDS receivable)
Net Cash flow from Operating Activities (A)
B.

2,049.95

21.00

2,372.47

2,002.82

2,968.42

(8.45)

(16.59)

1,994.37

2,951.83

(2,422.57)

(1,166.15)

39.34

114.83

Cash Flow From Investing Activities


Acquisition of Fixed Assets
(Including Capital Work in progress)
Proceeds from sale of Assets
Cost of Investments
Dividend Received

0.37

0.41

Interest Received

65.01

45.37

(2,317.85)

(1,005.54)

Net cash used in investing Activities (B)

52

Cash Flow statement (Contd.)


(Figures in ` Lakhs)
for the year ended
31st March, 2013
C.

for the year ended


31st March, 2012

Cash flow from financing activities


Proceeds from Term loans
Repayment of Term loans

1,353.58

642.71

(1,140.73)

(1,689.34)

Proceeds from working capital loans


Repayment of working capital loans
Proceeds from Issue of Equity Share Capital
Proceeds from Vehicle Loans
Repayment of Vehicle loans
Proceeds from unsecured loans

694.52

(68.78)

52.53

43.85

(43.91)

(46.66)

186.72

3.47

(836.50)

(882.93)

Net Cash used in Financing Activities ( C )

266.21

(1,997.68)

Net Increase/(Decrease) in cash and


cash equivalents (A+B+C)

(57.27)

(51.39)

Interest paid

Cash/Cash Equivalents as at 01st Apr 2012

547.78

Cash/Cash Equivalents as at 31st March 2013

490.51

599.17
57.27

547.78

51.39

Notes :
I.

Figures in brackets indicate cash outgo.

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.

Previous year's figures have been regrouped wherever necessary to conform to this year's classification.

Per our report of even date


for Brahmayya & Co.,
Chartered Accountants
Firms' Registration Number: 000513S
K.S. Rao
Partner
Membership Number: 15850

Place : Hyderabad
Date : 7th May, 2013

For and on behalf of the Board


B.N. Agarwal
Chairman & Managing Director

B. Somasekhara Rao
Vice President (Finance & Accounts)

R.K. Agarwal
Joint Managing Director

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

Dr. Akkineni Nageswara Rao


Director

53

54

Dear Shareholder,

Re: Green Initiative in Corporate Governance: Go Paperless


Dear Member,
As part of Green Initiative for Corporate Governance, the government has allowed companies to send notices and
documents to their shareholders electronically to facilitate paperless communication. (Circular No. 17/2011 dated 21/
04/2011 and Circular No. 18/2011 dated 29/04/2011 issued by the Ministry of Corporate Affairs)
Your company welcomes this move and strongly recommends to all the shareholders to opt for this type of communication.
This will also ensure prompt receipt and avoid loss of paper-documents in transit. Some of the shareholders have already
registered their e-mail addresses. There are many shareholders who have not yet registered their e-mail addresses.
We request them to fill up the E-Communication Registration Form given below and send it back to the company or
mail at info@suryavanshi.com / einward.ris@karvy.com. The registration form can also be downloaded from the companys
website www.suryavanshi.com.
Let us whole heartedly participate in this Green Initiative!
B.R.S.REDDY
Vice President (Corporate Affairs) & Company Secretary
Note: As a member you are entitled to receive communications in physical form upon written request to
the company.

SURYAVANSHI SPINNING MILLS LIMITED


Regd. Office : Surya Towers, 6th Floor,
105, S.P. Road, Secunderabad 500 003
E-Communication Registration Form
(In terms of circular no. 17/2011 dated 21.04.2011 issued by the Ministry of Corporate Affairs)
Folio No. / DP ID & Client ID
Name of 1st Registered Holder
Name of Joint Holder(s)

:
:
:

E-mail ID (to be registered)

Registered Address

..............................................................................
..............................................................................
..............................................................................
..............................................................................

..............................................................................
..............................................................................
..............................................................................
I/We shareholder(s) of Suryavanshi Spinning Mills Limited agree to receive communication from the company in electronic mode. Please register my above e-mail id in your records for sending communication through e-mail.

Date : ............................

Signature : ...........................................
(First Holder)

Note : Shareholder(s) are requested to keep the company informed as and when there is any change in the e-mail address.

55

SURYAVANSHI SPINNING MILLS LIMITED


Regd. Office : Surya Towers, 6th Floor,
105, S.P. Road, Secunderabad 500 003
ATTENDANCE SLIP
34th Annual General Meeting, Saturday, 28th September, 2013 at 12.00 Noon
PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT
THE ENTRANCE OF THE MEETING HALL
DP ID*

Folio Number

Client ID*

No. of Shares held

Name

Address

I hereby record my presence at 34th Annual General Meeting of the Company to be held on Saturday,
the 28th September, 2013 at 12.00 Noon at Gayatri Gardens, Survey No.26, Sikh village, Near Diamond Point Hotel,
Secunderabad-50003.
SIGNATURE OF THE MEMBER OF THE PROXY ATTENDING THE MEETING
If Member, Please sign here

If Proxy, Please sign here

*Applicable for investors holding shares in electronic from

SURYAVANSHI SPINNING MILLS LIMITED


Regd. Office : Surya Towers, 6th Floor,
105, S.P. Road, Secunderabad 500 003
PROXY FORM
DP ID*

Folio Number

Client ID*

No. of Shares held

I/We____________________________________________________________________________________________
of ______________________________________________________________________being a member/member of
Suryavanshi Spinning Mills Limited here by appoint ______________________________________________________
of_________________________________________or failing him__________________________________________
of ________________________________________as my /our proxy to attend and vote on my /our behalf at the 34th
Annual General Meeting of the Company to be held on Saturday, the 28th September, 2013 at 12.00 Noon at Gayatri
Gardens, Survey No.26, Sikh village, Near Diamond Point Hotel, Secunderabad-50003.
Signed on this________________________day of ___________2013

Note :
1.

2.

Affix
Rs.1/Revenue
Stamp and
sign across

The Proxy Form duly completed must be deposited at Registered office of the Company, not less than 48 hours before
the time for holding the meeting.
A proxy need not be a Member.

NOTES

NOTES