| Dear Members,
We have pleasure in presenting the First Annual Report on the business
and operations of Company and Financial Results for the period ended
31st March, 2014 .
With a view to ensure focused growth and to have economies of scale in
the respective areas of operations the Suryavanshi Spinning Mills Ltd
(Demerged Company) had formulated Scheme of Arrangement by way of
demerger. Hon'ble High Court at Hyderabad vide its Order dated 30th
July 2014 sanctioned the above scheme of arrangement in accordance with
the provisions of sections 391-394 of the companies Act,1956 and
section 2(19AA) of the Income tax Act,1961. Accordingly, Yarn Unit at
Bhongir together with 4 acres of land with temporary structures in
Survey Nos 558 and 560 situated at Aliabad village, Medchal Taluq,
Shameerpet Mandal, Rangareddy District, telangana of the Demrged
Company was transferred to and vested into Aananda Lakshmi Spinning
Mills Limited (ALSML) On a going concern basis and the appointed date
for the scheme was 01.04.2013.
1. FINANCIAL RESULTS (Rs. in Lakhs)
2013-2014
Financial Results
Turnover Revenue 11340.59
Gross Profit before financial 686.38
charges & Depreciation
Less: Depreciation 308.35
Financial charges 376.39
Profit / (Loss) Before Taxation 1.64
Tax for Earlier years -
Profit / (Loss) after taxation 1.64
2. OPERATIONS
Company achieved Total Revenue of Rs. 113.41 Crores (including Other
Income of Rs.2.42 crores) and achieved a profit of Rs.0.02 Crores for
the Year ended 31st March, 2014. The operational results are pertaining
to the Yarn unit situated at Bhongir, Nalgonda District, Telangana
State. which were part of the erstwhile Demerged company. As per the
Scheme of Arrangement Accounts were drawn up from 01.04.2013 to
31.03.2014. Since it is the first report subsequent to Demerger
previous year's figures are not comparable.
3. DIVIDEND
In view of the adequate profits your Board regrets their inability to
recommend any dividend.
4. EXPORTS
During the year under review the company's exports were Rs. 18.92
crores (including merchant exports of Rs. 2.73 crores).
5. SCHEME OF ARRANGEMENT BY WAY OF DEMERGER (SCHEME) BETWEEN
SURYAVANSHI SPINNING MILLS LTD, AANANDA LAKSHMI SPINNING MILLS LTD AND
SHESHADRI INDUSTRIES LTD AND THEIR RESPECTIVE MEMBERS AND CREDITORS
Hon'ble High Court at Hyderabad approved vide its Orders dated July
30,2014, the Scheme of Arrangement by way of Demerger between
Suryavanshi Spinning Mills Ltd, Aananda Lakshmi Spinning Mills Ltd and
Sheshadri Industries Ltd and their respective members and creditors for
demeger of yarn unit at Bhongir, Telangana into Aananda Lakshmi
Spinning Mills Limited (Resulting Comapny -1) and yarn unit at
Rajna,Madhya Pradesh (along with two Garment divisions Telangana) into
Sheshadri Industries Limited (Resulting Company-2) and retaining yarn
unit and medical textile unit at Aliabad, Ranga Reddy Dist.Telangana.
The said Orders of the Hon'ble High Couirt were filed with Registrar of
Companies,at Hyderabad on August 21, 2014 (Effective Date).The
Appointed Date for the Scheme for Arrangement was April 1,2013.
During the year under review the authorised share capital of the
Company was increased from Rs. 1,00,00,000 to 5,00,00,000 divided into
50,00,000 equity shares of Rs. 10/- each.
In terms of the Scheme of Arrangement, 26 equity share of of Rs. 10/-
each fully paid up of Aananda Lakshmi spinning Mills Ltd. (Resulting
Company-1) have been allotted to the shareholders for every 100 equity
shares held in Suryavanshi Spinning Mills Ltd. Accordingly the paid up
capital of the Company stands increased from 5,00,000 to Rs.
3,49,92,700. Shares of Aananda Lakshmi Spinning Mills Ltd, will be
listed in the BSE Limited. The Demerger is expected to unlock and
maximize value to the share holders of Suryavanshi Spinning Mills Ltd.
and Aananda Lakshmi Spinning Mills Ltd, through focused operations of
both Companies.
6. FUTURE OUTLOOK
Company proposes to invest about 3.50 crores towards modernisation of
the machinery to improve productivity and achieve better quality.
Company has also taken various policies to ensure availability of
adequate labour force and control operational cost. The various
measures initiated by the Company will go a long way to improve in the
production and to contribute to the bottom line.
7. ENVIRONMENT AND POLLUTION CONTROL
Company give top priority to maintenance and performance improvement of
all pollution abatement facilities like effluent treatment plants, air
emission control and waste disposal facilities at its manufacturing
plants. As far as possible rainwater harvesting and treated effluent
recycling is being carried out at manufacturing plants to reduce
dependence on water from other natural resources. Training, awareness
and learning have been always at the forefront of Company'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.
We obtained environmental clearance from the Pollution Control Board
concerned and is in compliance with all current environmental
legislation. As an integral part of its environment protection drive,
the Company ensures the very minimum quantity of generation of waste,
low emission levels and low noise pollution levels during operations of
all manufacturing facilities.
8. DIRECTORS
Sri Rajender Kumar Agarwal,Sri Jeetender Kumar Agarwal Sri Devender
Kumar Agarwal are the first directors as per the Articles of
Association of the Company. The first directors hold the office of
directorship up to the conclusion of the ensuing Annual General
Meeting. They being eligible, offer themselves for reappointment
as directors at the ensuing Annual General Meeting.
Sri Badrinarayan Agarwal, Sri Surender Kumar Agarwal and Manish Gupta
were appointed as an additional Directors who are holding office till
the date of ensuing Annual General Meeting. Some members proposed their
appointments at the ensuing Annual General Meeting.
In terms of provisions of the Section 149 of the Companies Act, 2013
Company proposes to appoint Sri Surender Kumar Agarwal, and Sri Manish
Gupta as independent Directors for a term of 5 years, not liable for
retirement by rotation..
The necessary Resolution for obtaining the approval of Members for the
appointments of Sri Devender Kumar Agarwal and Sri Badrinarayan Agarwal
as Managing director and Director of the Company respectievely have
also been included in notice for the ensuing Annual General Meeting.
Members approval is sought for the above appointments of Directors.
Brief resume of the Directors including independent Directors being
appointed , 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 elsewhere in the Annual Report.
9. 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.
10. AUDITORS' REPORT
The Auditors' Report to the Shareholders does not contain any
reservation, qualification or adverse remark.
11. COST AUDITORS
Pursuant to the provisions of Section 148 of the Companies Act, 2013,
Ms.K.Aruna Prased cost Accountants (Membership No. 11816), were
appointed Cost Auditors to submit the reports to the Central
Government. The reports for the year 2012-13 (pertaining to Yarn Unit
at Bhongir) were submitted on 27.9.2013 (Due date 27.9.2013) and for
the year 2013-14 will be submitted on or before due date.
12. DIRECTORS' RESPONSIBILITY STATEMENT
On the basis of compliance certificates received from the concerned
executives of the respective Divisions of the Company and subject to
disclosures in the annual accounts, as also on the basis of the
discussion with the Statutory Auditors of the Company from time to
time,
The Board of Directors of the company confirms:
i. that in the preparation of the annual accounts, the applicable
accounting standards have been followed and there has been no material
departures:
ii. that selected accounting policies were applied consistently and
Directors made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
Company at 31st March, 2014 of the profit of the Company for year ended
on that date;
iii. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities, if any;
iv. The Annual Accounts have been prepared on a going concern basis.
13. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement under section 217 (1) (e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 giving details of conservation of energy,
technology absorption, foreign exchange earnings and outgo, is annexed
and marked Annexure 'A' and forms part of this Report.
14. DEPOSITS
The company has not invited/accepted deposits from the public.
15. 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,l975 and hence the
prescribed information is not required to be given.
16. CASH FLOW ANALYSIS
In conformity with the provisions of clause 32 of the Listing Agreement
the Cash Flow Statement for the year ended 31.03.2014 is annexed
hereto.
17. APPRECIATION
The Board places on record its deep appreciation of the devoted
services of the loyal workers, executives and other staff of the
Company, who have contributed in no small measure to the performance
and the Company's continued inherent strength.
It also extends grateful thanks to the Central and various State
Governments, the investors, the banking circles, financial institutions
and district level authorities for their continued support extended to
the Company from time to time. Shareholders' appreciation of the
managements' efforts expressed at the general meetings of the Company
and otherwise, is a great fillip to strive for better performance year.
For and on behalf of Board of Directors
Place : Secunderabad (B.N. AGARWAL)
Date: 3rd September, 2014 Chairman |