LIMITED - BSE (formerly Bombay Stock Exchange)...OUR VISION We envision to remain at the forefront...

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SURYAAMBA SPINNING MILLS LIMITEDA·101, Kanha Apartment. 128, Chhaoni, Katol Road. Nagpur-440 013 (MS)

Ph.# 0712-2591072, 2591406 Fax# 0712-2591410 CIN: L18100TG2007PLC053831

Mail: [email protected], Website: www.suryaamba.com

July 25, 2019

Corporate Relationship DepartmentBSE Limited

Floor 25, P J Towers,Dalal Street, Mumbai-400 001,Maharashtra, India.

Scrip Code: 533101

Sub: Notice of 12tt1 Annual General meeting ('AGM') and Annual Report of the Company for theFinancial Year 2018-19.

Dear Sir I Madam,

Pursuant to Regulation 34 and 30 read with Part A of Schedule Ill of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, we submit herewith a copy of the Annual Report forfinancial year 2018-19 including the Notice of the 121n Annual General Meeting of the Companyscheduled on Monday, 191h August, 2019 at 10.30 a.m at Kamat Lingapur Hotel, 1-10-44/2, ChikotiGarden Road, Old Patigadda, Chikotl Gardens. Begumpet, Hyderabad, Telangana 500016, India,which is being sent through email/dispatched through the permitted modes. to the Members of theCompany.

The said Annual Report for FY 2018-19 is also available on the website of the Company viz.www.suryaamba.com.

This is for your information and records.

MIiia: Survey No. 300, Nayakund, Parseoni Road, Dist. Nagpur-441 105 Ph.# 07114-204711Regd. Off.: 1st Floor,Surya Towers, 105, Sardar Patel Road, Secunderabad. 500 003 Ph.# 040-27813360

S-l-

SURYAAMBA

SPINNING MILLS LIMITED

12thANNUAL 18 19REPORT

•

ABOUT US

SURYAAMBA SPINNING MILLS LIMITED (SSML), a manufacturer of syntheticspun yarn, offering wide range of fancy, synthetic yarns in grey, dyed and

melange single and multifold, suiting, knitwear, chenille fabrics, sewing threads,sweater knitting and shawls rexine.

OUR VISION

We envision to remain at the forefront of high quality textile productsmanufacturing. Remain efficient and positive in developing new market and

endeavour for customer satisfaction. Excel through constant innovation.

OUR MISSION

We commit to provide eco-friendly yarn products for home and industrial textile

applications. Superior quality products at competitive prices. Maintaining highethical and professional business standard.

OUR VALUES

• Customer Centricity• Integrity• Excellence

• Innovation

• Ethics

EVERY YARN

'AN ARTFUL STORY SPUN WITH PRECISION'

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Suryaamba Spinning Mills Limited I Annual Report 2018-19

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20+ Countries

;. ?150 9001 :2015

ONVGL

ISO 9001

Quality Assured

Product

CORPORATE INFORMATION

NOTICE

GOVERNANCE REPORTS

BOARD'S REPORT

ANNEXURE TO BOARD'S REPORT

CORPORATE GOVERNANCE REPORT

MANAGEMENT DISCUSSION &ANALYSIS REPORT

01

02

20

31

44

64

FINANCIAL STATEMENTS

INDEPENDENT AUDITOR'S REPORT 68

BALANCE SHEET 77

STATEMENT OF PROFIT AND LOSS 78

CASH FLOW STATEMENT 80

NOTES FORMING PART OF THE FINANCIAL STATEMENTS 82

ATTENDANCE SLIP AND PROXY FORM 131

Cautionary Statement Regarding Forward-Looking StatementThis Report may contain certain forward-looking statements relating to the future business, development and economic performance.Such Statements may be subject to a number of risks, uncertainties and other important factors which could cause actual developmentsand results to differ materially from the statements made in this Report. Suryaamba assumes no obligation to update or alter forward

looking statements whether as a result of new information, future events or otherwise.

.............................................................. 0 SURYAAMBA SPINNING MILLS LIMITED .

STAKEHOLDERS' RELATIONSHIP COMMITEE

Corporate Information

BOARD OF DIRECTORS

Mr. Vlrender Kumar AgarwalChairman & Managing Director

Mrs. Seema AgarwalJoint Managing Director

Mr. Mayank AgarwalWholetime Director

Mr. Amit Goela

Independent Director

Mr. Sushil KapadiaIndependent Director

Mr. Manlsh Kumar

Independent Director (upto 30.03.2019)

Mr. Nllesh PanpallyaIndependent Director (w.e.f 03.07.2019)

CHIEF FINANCIAL OFFICER

Mr. Gajanan N. Chhawsaria

COMPANY SECRETARY& COMPLIANCE

OFFICER

Ms. Deepa Dudani

AUDIT COMMITEE

Mr. Amit Goela

Chairman

Mr. Sushil KapadiaMember

Mrs. Seema AgarwalMember

Mr. Amit Goela

Chairman

Mr. Sushll KapadiaMember

Mrs. Seema AgarwalMember

.................................................................................. l

NOMINATION AND REMUNERATION COMMITEE

Mr. Amit Goela

Chainnan

Mr. Sushil KapadiaMember

Mr. Manish KumarMember (upto 30.03.2019)

Mr. Nilesh PanpaliyaMember (w.e.f 03.07.2019)

REGISTRAR & TRANSFER AGENTS

Karvy Fintech Private Limited

(Formerly known as Karvy Computershare Private Ltd.)Karvy Selenium Tower B, Plot No 31 & 32Financial District, Nanakramguda, SerilingampallyMandal, Hyderabad-500 032.E-mail: [email protected]:www.karvyfintech.com

STATUTORY AUDITORS

M/s. S. Venkatadri & Co.,1408, Babukhan Estate, Basheer Bagh,Hyderabad- 500 001.

BANKERS

State Bank of India

Industrial Finance Branch, Bharat Nagar,Nagpur- 440 033.

REGISTERED OFFICE

1st Floor, Suryatowers, 105, S P RoadSecunderabad TG- 500 003

Tel.No. 040 27813360

E-mail: [email protected]: www.suryaamba.com

FACTORY

Survey No.300, Nayakund, Parseoni Road, Dist

Nagpur, Maharashtra- 441 105.

CIN: L 18100TG2007PLC053831ISIN: INE360J01011

GSTN:27AALCS4199Q1Z8Listed on: BSE LTD.

BSE Scrip Code: 533101

ANNUAL REPORT 2018-U .

SURYAAMBA SPINNING MILLS LIMITED .

NOTICE

Notice is hereby given that the Twelveth (12111)Annual General Meeting of the members of

SURYAAMBA SPINNING MILLS LIMITED will be held on Monday, 19th August, 2019 at 10.30 A.M. at

Kamat Llngapur Hotel, 1-10-4412, Chlkotl Garden Road, Old Patlgadda, Chlkotl Gardens, Begumpet,Hyderabad, Telangana 500016, India to transact the following business:

ORDINARY BUSINESS:

1. Adoption of Audited Standalone Financial Statements.

To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the

financial year ended 3111March,2019, together with the Reports of the Board of Directors and Auditors

thereon.

2. Declaration of Dividend on Preference Shares.

To declare dividend on Cumulative Redeemable Preference Shares (CRPS) of the Company for the

financial year ended 31 • March, 2019.

3. Declaration of Dividend on Equity Shares.

To declare dividend@10% (i.e. f1 .00/- per equity share)forthe financial year ended 3181March,2019.

4. Appointment of Mr. Virender Kumar Agarwal, (DIN: 00013314) Managing Director of the Company,Hable to retire by rotation.

To appoint a Director in place of Mr. Virender Kumar Agarwal, (DIN: 00013314) Managing Director of the

Company, who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

5. Ratification of Cost Auditor's remuneration

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuantto the provisions of Section 148(3) and other applicable provisions, if any, of

the Companies Act, 2013 [including any statutory modification( s) or re-enactment( s) thereof for the time

being in force] and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the

Company hereby ratifies the remuneration oft 50,000 plus applicable taxes and out-of-pocket expensesincurred in connection with the cost audit, payable to M /s G. R. Paliwal & Co. (Firm Registration No.

100058), who is appointed as Cost Auditor of the Company to conduct the audit of the cost records

maintained by the Company for the financial year ending 31 "'March, 2020.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do

all acts and take all such steps as may be necessary, proper or expedient to give effect to this

resolution."

.................................................................................. 2 ANNUALIIEPORT2018-19 .

SURYAAMBA SPINNING MIUS LIMITED ..

6. Appointment of Mr. Sushil Kapadia (DIN01730944) as an Independent Director of the Company.To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 of the Companies Act, 2013 ('the Act')read with Schedule IV and all other applicable provisions of the Act and the Companies (Appointment and

Qualification of Directors) Rules, 2014 and Regulation 17, and other applicable regulations of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') (includingany statutory modification(s) or re-enactment thereof for the time being in force), Mr. Sushil Kapadia(DIN: 01730944 ), who has been appointed as an Additional Director of the Company by the Board of

Directors with effect from 11111November, 2018 in terms of Section 161 (1) of the Act and Articles of

Association of the Company and who has submitted a declaration under Section 149(7) of the Act and

Regulation 25(8) of the Listing Regulations that he meets the criteria for independence as provided in the

Act and the Listing Regulations and in respect of whom the Company has received a notice in writing from

a Member under Section 160 of the Act proposing his candidature for the office of Director, be and is

hereby appointed as an Independent Non-Executive Director of the Company to hold office for a term of

five (5) consecutive years upto 101nNovember, 2023.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do

all such acts, deeds and things as it may deem necessary and authorize executives of the Company for

the purpose of givingeffect to this Resolution. u

7. Appointment of Mr. Nilesh Panpallya (DIN: 08499844) as an Independent Director of the Company.To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 of the Companies Act, 2013 ('the Act')read with Schedule IV and all other applicable provisions of the Act and the Companies (Appointment and

Qualification of Directors) Rules, 2014 and Regulation 17, and other applicable regulations of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (includingany statutory modification(s) or re-enactment thereof for the time being in force), Mr. Nilesh Panpaliya(DIN: 08499844 ), who has been appointed as an Additional Director of the Company by the Board of

Directors with effect from 03rdJuly,2019 in terms of Section 161 (1) of the Act and Articles of Association of

the Company and who has submitted a declaration under Section 149(7) of the Act and Regulation 25(8)of the Listing Regulations that he meets the criteria for independence as provided in the Act and the

Listing Regulations and in respect of whom the Company has received a notice in writing from a Member

under Section 160 of the Act proposing his candidature for the office of Director, be and is herebyappointed as an Independent Non-Executive Director of the Company to hold office for a term of five (5)consecutive years upto 02ndJuly, 2024.



the purpose of giving effect to this Resolution. u

.................................................................................. 3 ANNUAL REPORT 2018-19 ..

............................................................... .fl SURYAAMBA SPINNING MILLS LIMITED ..

8. Re-appointment of Mr. Amit Goe la (DIN: 01754804) as an Independent Director of the Company for

a second term of 5 consecutive years.To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to provisions of Sections 149, 152 and any other applicable provisions, if

any, of the Companies Act, 2013 ('the Act') read with Schedule IV to the Act and the Companies(Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 and other applicableregulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('ListingRegulations') as amended (including any statutory modification(s) or re-enactment thereof for the time

being in force). Mr. Amit Goel a (DIN: 01754804 ), Independent Non-Executive Director of the Companywho has submitted a declaration under Section 149(7) of the Act and Regulation 25(8) of the ListingRegulations that he meets the criteria for independence as provided in the Act and the ListingRegulations and who is eligible for re-appointment, be and is hereby re-appointed as an IndependentNon-Executive Director of the Company to hold office for a second term of five (5) consecutive years

commencing from 9t1tAugust, 2019 till 8"August,2024.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised

to do all such acts, deeds and things as it may deem necessary and authorize executives of the Companyfor the purpose of giving effect to this Resolution. n

9. Re-appointment of Mr. Sushll Kapadia (DIN 01730944) as an Independent Director of the Companyfor a second term of 5 consecutive years.

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to provisions of Sections 149, 152 and any other applicable provisions, if

any, of the Companies Act, 2013 ('the Act') read with Schedule IV to the Act and the Companies(Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 and other applicableregulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('ListingRegulations') as amended (including any statutory modification(s) or re-enactment thereof for the time

being in force), Mr. Sushil Kapadia (DIN 01730944), Independent Non-Executive Director of the

Company who has submitted a declaration under Section 149(7) of the Act and Regulation 25(8) of the

Listing Regulations that he meets the criteria for independence as provided in the Act and the ListingRegulations and who is eligible for re-appointment, be and is hereby re-appointed as an IndependentNon-Executive Director of the Company to hold office for a second term of five (5) consecutive years

commencing from 11"' November, 2018 till 1O"November, 2023.



the purpose of giving effect to this Resolution."

10. Payment of Managerial Remuneration In view of the Amended Provisions of Section 197(1) of the

Companies Act, 2013.

To consider and. if thought fit, to pass the following Resolution as a Special Resolution:

.................................................................................. 4 ANNUAL REPORr 201&-19 .


"RESOLVED THAT in accordance with the provisions of Section 197 of the Companies Act, 2013 ('theAct') as amended vide Companies (Amendment)Act, 2017, read with Schedule Vandall other applicableprovisions, if any, of the Act and the Rules made thereunder (including any statutory modification(s) or re

enactment thereof for the time being in force) and pursuant to the recommendation of Nomination &

Remuneration Committee, approval of the members of the Company be and is hereby accorded for

payment of managerial remuneration for financial year 2018-19 and all subsequent financial years, in

excess of the limits prescribed under the second proviso to Sub-Section (1) of Section 197 of the Act as

under:

(a) exceeding five per cent of net profits of the Company to any one Managing Director or Whole lime

Director or Manager;(b) where there is more than one Managing Director or Whole lime Director, exceeding ten per cent of the net

profits of the Company to all such Directors and Manager; and

(c) exceeding one percent of net profits of the Company to all Directors who are neither Managing Director

nor Whole lime Director of the Company.

RESOLVED FURTHER THAT the total managerial remuneration payable by the Company to its

Directors, including Managing Director and Whole-time Director, in respect of any Financial Year shall not

exceed as authorized by the Company in general meeting and subject to the provisions of Schedule V to

the Act.

RESOLVED FURTHER THAT the Board of Directors and/or the Nomination and Remuneration

Committee of the Company be and is hereby authorized to do all such acts, deeds and things as it maydeem necessary and authorize executives of the Company for the purpose of giving effect to this

Resolution.·

11. Payment of remuneration to Executive Directors in terms of Regulation 17(6)(e) of SEBI Amended

Regulations.To consider and. if thought fit, to pass the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Regulation 17(6)(e) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) (Amended) Regulations, 2018 and

other applicable provisions (including any statutory modification(s) or re-enactment thereof for the time

being in force). the approval of the Company be and is hereby accorded for payment of remuneration to

the Executive Directors viz., Mr. Virender Kumar Agarwal, Managing Director (DIN: 00013314), Mrs.

Seema Agarwal, Joint Managing Director (DIN:01430206) and Mr. MayankAgarwal, Wholetime Director

(DIN: 02749089) who are Promoters or members of Promoter Group at such terms and conditions as

approved by the members at the 11111Annual General meeting of the Company held on 24111August, 2018,

notwithstanding that the annual aggregate remuneration payable to, Executive Directors exceeds 5% of

the net profit of the Company as calculated under section 198 of the Companies Act, 2013 in any financial

year during the remaining tenure of their appointment.

.................................................................................. 5 ANNUAL REPORT 2018-19 ..


RESOLVED FURTHER THAT the Board of Directors and/or the Nomination and Remuneration

Committee of the Company be and is hereby authorized to do all such acts, deeds and things as it maydeem necessary and authorize executives of the Company for the purpose of giving effect to the above

Resoluflon."

12. Increase in the borrowing limits pursuant to the provisions of section 180(1 )(c) of the CompaniesAct,2013.

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT in supersession of the earlier special resolution passed at the Annual General

Meeting held on 9"'August, 2014 and pursuant to Section 180(1)(c) of the Companies Act, 2013 and rules

framed thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in

force) and any other applicable laws and provisions of Articles of Association of the Company, consent of

the members of the Company be and is hereby accorded to the Board of Directors of the Company or

Committee thereof (the "Board") to borrow such sum of moneys, from time to time, at its discretion, with or

without security, and upon such terms and conditions as the Board may think fit, for the purpose of

business of the Company, such that the moneys to be borrowed together with the moneys alreadyborrowed by the Company (apart from the temporary loans obtained from the Company's bankers in the

ordinary course of business) may exceed the aggregate of the paid up capital, free reserves and

securities premium provided that the total amount so borrowed by the Board shall not at any time exceed

t 300 crores (Rupees Three Hundred Crore Only) or the aggregate of the paid up capital, free reserves

and securities premium of the Company, whichever is higher.

RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to do all

such acts, deeds and things as it may deem necessary and authorize executives of the Company for the

purpose of giving effect to this Resolution."

13. Creation of Charge on properties of the Company, in respect of borrowings.To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT in supersession of the earlier special resolution passed at the Annual General

Meeting held on 5"'August, 2016 and pursuant to Section 180(1 )(a) of the Companies Act, 2013 and rules

framed thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in

force) and any other applicable laws and provisions of Articles of Association of the Company, consent of

the members of the Company be and is hereby accorded to the Board of Directors of the Company or

Committee thereof (the "Board") to create such charge, mortgage, pledge, hypothecation and security in

addition to the existing charges, mortgages, hypothecations and security created by the Company, on

such movable and immovable properties, both present and future, and in such manner as the Board maydeem fit, in favour of banks, financial institutions, investors and any other lenders or debenture trustees to

secure the amount borrowed by the Company for the due payment of the principal and/or together with

interest, charges, costs, expenses and all other monies payable by the Company in respect of such

borrowings provided that the aggregate indebtedness secured by the assets of the Company does not

exceed t 300 crores (Rupees Three Hundred Crore Only) at any time.·

.................................................................................. 6 ANNUALIIEPORl'2018-19 .


RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do

all such acts, deeds and things, to execute all such documents, instruments and writings and authorize

executives as may be required to give effectto this Resolution."

Notes:

1. An Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013, in respect of specialbusiness to be transacted at the Annual General Meeting (AGM) and the relevant details of the Directors

seeking re - appointment required by Regulation 26(4) and 36(3) of Listing Regulations is annexed.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE 12TH ANNUAL GENERAL MEETING IS

ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF

HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

The instrument appointing the Proxy, in order to be valid and effective, should be lodged I deposited with

the Company at its Registered Office not less than 48 (fortyeight) hours before the commencement of the

Annual General Meeting.

A person can act as a Proxy on behalf of Members not exceeding 50 (fifty)and holding in the aggregatenot more than 10% (ten percent) of the total share capital of the Company carrying voting rights. A

Member holding more than 10% (ten percent) of the total share capital of the Company carrying votingrights may appoint a single person as Proxy and such person shall not act as a Proxy for any other person

or Member.

Corporate Members intending to send their authorised representative(s) to attend the Meeting are

requested to send to the Company a certified copy of the Board resolution authorising their

representative( s) to attend and vote on their behalf at the Meeting.

Members I Proxies are requested to bring duly filled Attendance Slip to attend the Meeting, along with

their copy of Annual Report.

3. Book Closure and Dividend:

The Register of Members and Share Transfer Books of the Company will remain closed from Saturday,1 O"'August, 2019 to Monday 19"' August, 2019 (both days inclusive).

Payment of dividend for the financial year ended 31 '1 March, 2019:

i. final dividend for the financial year ended 31" March, 2019, as recommended by the Board of Directors, if

approved by the members at the AGM, will be paid within the statutory time limit of 30 days, to those

members whose names appear on the Register of Members as on Friday, 9" August, 2019.

ii. members holding shares in electronic form are hereby informed that bank particulars registered with their

respective Depository Participants (DP), with whom they maintain their demat accounts, will be used by

.................................................................................. 7 ANNUAL REPORT 2018-19 ..


the Company for payment of dividend. The Company or its Registrar and Transfer Agent, M/s. KarvyFintech Private Limited ("Karvy")cannot act on any request received directly from the members holdingshares in electronic form for any change of bank particulars or bank mandates. Such changes are to be

intimated to the DP.

iii. members holding shares in physical form are required to submit their bank account details, National

Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates, nominations, powerof attorney, change of address I name, to Karvy, if not registered, as mandated by SEBI.

iv. members are encouraged to update their bank account details to enable expeditious credit of dividend

into their respective bank accounts electronically through Automated Clearing House (ACH) mode or

such other permitted mode for credit of dividend.

4. SEBI vide its Circular No. SEBI/LAD-NRO/GN/2018/24 dated 8111June, 2018, amended Regulation 40 of

Listing Regulations pursuant to which from 1" April, 2019, onwards securities can be transferred only in

dematerialized form. However, it is clarified that, members can continue holding shares in physical form.

Transfer of securities in demat form will facilitate convenience and ensure safety of transactions for

investors.

Members holding shares in physical form are requested to convert their holding(s) to dematerialized form

to eliminate all risks associated with physical shares.

SEBI vide Press Release dated 27111March, 2019 has clarified that the share transfer deed( s) once lodgedprior to the deadline of 3111March, 2019 and returned due to deficiency in documents submitted, may be

re-lodged for transfer.

5. Transfer of Unclaimed Dividend Amounts to the Investor Education and Protection Fund (IEPF):In accordance with the provisions of Sections 124, 125 and other applicable provisions, if any, of the Act,read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund)Rules, 2016 ("IEPF Rules") (including any statutory modification(s) or re-enactment(s) thereof for the

time being in force), the amount of dividend remaining unclaimed or unpaid for a period of seven yearsfrom the date of transfer to the unpaid dividend account is required to be transferred to the IEPF,maintained by the Central Government. In pursuance of this, the dividend remaining unclaimed or unpaidin respect of dividends declared upto the financial year ended 31st March, 2011 have been transferred to

the IEPF. The details of the unclaimed dividends so transferred are available on the Company's website

www.suryaamba.com/investors/unpaid-dividend -details/

It may be noted that for the financial year 2011-12, the Company did not declared dividend and thus no

due remains to be transferred to the IEPF in 2019.

Attention of Members is invited to the provisions of Section 124(6) of the Companies Act, 2013 read with

Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016

amended from time to time, which inter alia requires the Company to transfer the equity shares on which

the dividend has remained unpaid or unclaimed for a continuous period of seven years, to a special demat

account to be opened by Investor Education and Protection Fund Authority ('IEPF Authority'). The said

.................................................................................. 8 ANNUAL REPORr 2018,,,19 .


Shares, once transferred to the said demat account of the IEPF Authority can be claimed after followingdue procedure prescribed under the said IEPF rules.

6. Members are requested to hand over the Attendance Slip, duly signed in accordance with the specimensignature(s) registered with the Company for admission to the meeting hall. Members who hold shares in

dematerialized form are requested to bring their Client ID and DP ID numbers for identification.

7. The relevant documents referred to in this Notice requiring approval by the Members at the Meeting shall

be available for inspection by the Members at the Registered Office of the Company on all working days,except Saturdays and Sundays, during business hours, up to the date of the Meeting. This Notice and the

Annual Report will also be available on the Company's website www.suryaamba.com for download.

8. The Register of Directors and Key Managerial Personnel and their shareholding maintained under

Section 170 of the Companies Act, 2013 and the Register of Contracts or Arrangements in which

Directors are interested, maintained under Section189 of the Companies Act, 2013, will be available for

inspection by the members at the AGM.

9. Green Initiative:

A. Electronic copy of the Notice convening the 12thAGM of the Company, Annual Report along with the

Attendance Slip and Proxy Form are being sent to the members who have registered their email ids with

the Company/Depository Participant( s ), unless any Member has requested for a hard copy of the same.

B. For members who have not registered their email ids, physical copies of the aforementioned documents

are being sent in the permitted mode. Members, who have not registered their email ids so far, are

requested to register their email ids for receiving all communications including Annual Report, Notices,

etc., from the Company electronically.

10. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account

Number (PAN)by every participant in securities market. Members holding shares in electronic form are,

therefore, requested to submit their PAN to their Depository Participants with whom they are maintainingtheir demat accounts. Members holding shares in physical form can submit their PAN to the Company/Company's Registrar & Share Transfer Agent.

11. Members holding shares in single name are advised to avail the facility of nomination in respect of shares

held by them pursuant to the provisions of Section 72 of the Companies Act, 2013. Members holdingshares in physical form desiring to avail this facilitymay send their nomination in the prescribed Form No.

SH-13 duly filled in to Karvy. Members holding shares in electronic mode may contact their respective

Depository Participants for availing this facility.

.................................................................................. 9 ANNUAL REPORT 2018-19 ..


12. Procedureforvoting:

A. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of

Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations(including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force),members are provided with the following alternatives by which they may cast their votes:

(i) by electronic means through the remote e-voting platform provided by the Karvy Fintech Private Limited

("Karvy").The remote a-Voting period will commence on Friday, 16111August, 2019 at 9.00 AM and will end

on Sunday, 18., August, 2019 at 5.00 PM. The remote a-voting module will be disabled by Karvy for votingthereafter. Once the vote on a Resolution is cast by the Member, he/she shall not be allowed to change it

subsequently.

(ii) Manner & instructions along with login ID and password for a-voting is being sent to the members alongwith the notice.

B. In addition, the facility for voting through Polling Paper shall be made available at the Meeting and the

Members attending the Meeting who have not cast their vote by remote e-Voting shall be able to exercise

their right at the Meeting through Polling Paper.

C. Members who have cast their votes by remote a-Voting prior to the AGM may also attend the Meeting but

they shall not be entitled to cast their vote again.

D. The voting rights of members shall be in proportion to their shares of the paid-up equity share capital in the

Company as on the cut-off date i.e. Friday, 9111August, 2019. In case of joint holders attending the Meeting,only such joint holder who is higher in the order of names will be entitled to vote.

A person who is not a Member as on the Cut-off Date should treat this Notice for information purposes

only.

E. Mrs. Aarju Agrawal, Practicing Company Secretary (Membership No. 42507, COP: 15770), has been

appointed as the Scrutinizer for scrutinizing the remote a-voting process as well as voting throughelectronic means or by Ballot paper at the AGM, in a fair and transparent manner.

F. The Scrutinizer will collate the votes cast at the AGM and votes downloaded from thee-voting system and

make, not later than forty eight hours from the conclusion of the AGM, a consolidated Scrutinizer's Reportof the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing,who shall countersign the same.

G. The Chairman or the person authorized by him in writing shall forthwith on receipt of the consolidated

Scrutinizer's Report, declare the result of the voting. The result declared, along with the Scrutinizer's

Report, shall be placed on the Company's website, www.suryaamba.com and on the website of Karvy,

.................................................................................. 10 ANNUALIIEPORl'2018-19 .


https://evoting.karvy.com immediately after their declaration, and communicated to the Stock Exchangeswhere the Company's shares are listed, viz. BSE Limited.

13. Members are, requested to bring their copies of the Annual Report to the AGM.

14. A route map showing directions to reach the venue of the 12th AGM is given along with this Annual Reportas per the requirement of the Secretarial Standards- 2 on General Meetings.

By Order of the Board of Directors

Place: NagpurDate: July 22, 2019

Registered Office:

1st Floor, Suryatowers, 105,SP Road,Secunderabad, TG 500003

Phone: (040) 27813360

E-mail: [email protected]: www.suryaamba.comCIN:L18100TG2007PLC053831

ISIN: INE360J01011

Virender Kumar AgarwalChairman & Managing Director

Directors ID No : 00013314

Address: NearThapar House,Plot No. 153 RBI Square, Temple Road,Civil Lines, Nagpur 440014.

.................................................................................. 11 ANNUAL REPORT 2018-19 ..


EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ("THEACT")

As required by Section 102 of the Act, the following explanatory statement sets out all material facts relating to

the businesses mentioned under Item Nos. 5 to 13 of the accompanying Notice.

ltemNo.5

The Company is required, under the provisions of Section 148(3) of the Act, read with the Companies (CostRecords and Audit) Rules, 2014 ('the Rules'), as amended from time to time, to have the audit of its cost

records conducted by a cost accountant in practice.

The Board, on the recommendation of the Audit Committee has approved the appointment and remuneration

of M/s G. R. Paliwal & Co., (Firm Registration No. 100058), as the Cost Auditors to conduct the audit of the

cost records of the Company, for the financial year ending 31st March, 2020.

In accordance with the provisions of Section 148 of the Act, read with the Companies (Audit and Auditors)Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and

approved by the Board of Directors, has to be ratified by the Members of the Company. Accordingly, consent

of the Members is sought for passing an Ordinary Resolution as set out at Item No. 5 of the Notice for approvalof the remuneration payable to the Cost Auditors, for the financial year ending 31otMarch, 2020.

The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the

Members.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives is, in any

way, concerned or interested, in the resolution set out at Item No.5 of the Notice.

ltemNo.6

Based on the recommendation of Nomination and Remuneration Committee Mr. Sushil Kapadia (DIN01730944) has been appointed by the Board of Directors as an Additional Independent Director on the Board

of the Company w.e.f. 11th November, 2018, for a term of five years, subject to approval of the members.

Pursuant to the provisions of Section 161 (1) of the Act he shall hold office up to the date of this Annual General

Meeting ("AGM"}and is eligible to be appointed as a Director.

The Company has received declarations from Mr. Sushi! Kapadia to the effect that he meet the criteria of

independence as provided in Section 149(6) of the Act read with the rules framed thereunder and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. He has also

confirmed that he is not debarred from holding the office of Director by virtue of any SEBI Order or any such

authority and is not disqualified from being appointed as Director in terms of Section 164 of the Act.

In the opinion of the Board, he fulfills the conditions specified in the Act, Rules and Listing Regulations for

appointment as Independent Directors and is independent of the management of the Company .

.................................................................................. 12 ANNUALIIEPORl'2018-19 .


In accordance with the provisions of the Act and Listing Regulations the appointment of Mr. Sushil Kapadia as

Independent Director is now being placed before the Members for their approval. The terms and conditions of

his appointment shall be open for inspection by the Members at the Registered Office of the Company duringthe normal business hours on any working day (except Saturday) and will also be kept open at the venue of

theAGM till the conclusion oftheAGM. The details of Mr. Sushil Kapadia as required under the provisions of

Regulation 36(3) of the listing Regulations and other applicable provisions are provided in Annexure - I to this

Notice.


Members.

None of the Directors or Key Managerial Personnel of the Company or their relatives except Mr. Sushil

Kapadia are, in anyway, concerned or interested, in the ordinary resolution set out at Item No. 6 of the Notice.

Item No. 7

Based on the recommendation of Nomination and Remuneration Committee Mr. Nilesh Panpaliya (DIN:08499844) has been appointed by the Board of Directors as an Additional Independent Director on the Board

of the Company w.e.f. 03rd July, 2019, for a term offive years, subject to approval of the Members. Pursuant

to the provisions of Section 161 (1) of the Act he shall hold office up to the date of this Annual General Meeting("AGM")and is eligible to be appointed as a Director.

The Company has received declarations from Mr. Nilesh Panpaliya (DIN: 08499844) to the effect that he

meet the criteria of independence as provided in Section 149(6) of the Act read with the rules framed

thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 ("Listing Regulations"). He has also confirmed that he is not debarred from holding the

office of Director by virtue of any SEBI Order or any such authority and is not disqualified from being appointedas Director in terms of Section 164 of the Act.

In the opinion of the Board, he fulfills the conditions specified in the Act, Rules and Listing Regulations for

appointment as Independent Directors and is independent of the management of the Company.

In accordance with the provisions of the Act and listing Regulations the appointment of Mr. Nilesh Panpaliyaas Independent Director is now being placed before the Members for their approval. The terms and conditions

of his appointment shall be open for inspection by the Members at the Registered Office of the Companyduring the normal business hours on any working day (except Saturday) and will also be kept open at the

venue of the AGM till the conclusion of the AGM. The details of Mr. Nilesh Panpaliya as required under the

provisions of Regulation 36(3) of the Listing Regulations and other applicable provisions are provided in

Annexure-1 to this Notice.


Members.

.................................................................................. 13 ANNUAL REPORT 2018-19 ..


None of the Directors or Key Managerial Personnel of the Company or their relatives except Mr. Nilesh

Panpaliya are, in any way, concerned or interested, in the ordinary resolution set out at Item No. 7 of the

Notice.

ltemNo.8

Mr. Amit Goela (DIN: 01754804) is an Independent Non- Executive Director of the Company. He is also a

Chairman I member of the Audit Committee, Nomination & Remuneration Committee and Stakeholder's

Relationship Committee of Directors of the Company.

Pursuant to the requirement of Companies Act, 2013 and Clause 49 of erstwhile Listing Agreement, Mr. Amit

Goela was appointed as an Independent Director at the 7th Annual General Meeting of the Company held on

9th August, 2014 fora consecutive term of five (5)year's upto au,August, 2019.

As per Section 149(10) of the Act, an Independent Director can hold office for a term upto five (5) consecutive

years on the Board of a Company and may be re-appointed for another term upto five (5) consecutive years,with the approval of Members of the Company by way of Special Resolution.

Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions ofSections 149, 152 read with Schedule IV and any other applicable provisions of the Act and Regulation 16 of

SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, Mr. Amit Goela, being eligible for

re-appointment as an Independent Director and offering himself for re-appointment, is proposed to be re

appointed as an Independent Director for second term of five consecutive years from 9" August, 2019 till

B"August,2024.

Mr. Amit Goela has given a declaration that he meets the criteria of independence as provided in Section

149(6) of the Companies Act, 2013 and Regulation 16{1)(b) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015. He has also confirmed that he is not debarred from holding the office of

Director by virtue of any SEBI Order or any such authority and is not disqualified from being appointed as

Director in terms of Section 164 of the Act.

In the opinion of the Board of Directors of the Company, Mr. Amit Goe la fulfils the conditions for appointment of

Independent Director as specified in the Act and the Listing Regulations and is independent of the

management.

In accordance with the provisions of the Act and Listing Regulations the re-appointment of Mr. Amit Goela as

Independent Director is now being placed before the Members for their approval. The terms and conditions of

his appointment shall be open for inspection by the Members at the Registered Office of the Company duringthe normal business hours on any working day (except Saturday) and will also be kept open at the venue of

the AGM till the conclusion of the AGM. The details of Mr. Amit Goela as required under the provisions of

Regulation 36(3) of the Listing Regulations and other applicable provisions are provided in Annexure-1 to this

Notice.

.................................................................................. 14 ANNUALIIEPORl'2018-19 .


The Board recommends the Special Resolution set out at Item No. 8 of the Notice for approval by the

Members.

None of the Directors or Key Managerial Personnel of the Company or their relatives except Mr. Amit Goela

are, in anyway, concerned or interested, in the special resolution set out at Item No. 8 of the Notice.

ttemNo.9

Pursuant to the requirement of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure

Requirements} Regulations, 2015, Mr. Sushil Kapadia (DIN 01730944) was appointed as an IndependentNon-Executive Director of the Company by the members at the 9th AGM of the Company held on 05th August,2016 for a period of five consecutive years commencing from 5t11August, 2016 upto 4t11August, 2021. But,

during the year under review, Mr. Sushil Kapadia due to personal reasons, tendered his resignation to the

Company vide a letter dated 29th August, 2018. His resignation took effect from 07th September, 2018.

Considering Mr. Sushil Kapadia's background, experience and contribution and that his association would be

beneficial to the Company, Board on the recommendation of the Nomination and Remuneration Committee

appointed him as an Independent Director (Additional} on the Board of the Company w.e.f. 11t11November,2018, for a term of five years, subject to approval of the members.

Presently, Mr. Sushil Kapadia (DIN 01730944} is an Additional Independent Non- Executive Director of the

Company and member of the Audit Committee, Nomination & Remuneration Committee and Stakeholders

Relationship Committee of Directors of the Company. In terms of provisions of Section 161 of the Act

members approval is accorded at Item No. 6 of this notice.

Further, as per Section 149(10) of the Act and clarification sought by Ministry of Corporate Affairs, an

Independent Director shall hold office for a term of upto five consecutive years on the Board of a Company,whereas appointment for any term (whether for five years or less) is to be treated as one term. And, the personshall be eligible for re-appointment on passing a special resolution by the Company for another term of uptofive consecutive years on the Board of a Company.

The Company has received declaration from him stating that he meets the criteria of Independence as

prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation16(1}(b} of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. He has also given his consent to

continue to act as Director of the Company, if so appointed by the members. His brief profile is provided in

Annexure-1 to this Notice.

Accordingly, the Board on the recommendation of the Nomination and Remuneration Committee

recommends passing of the Special Resolution in relation to re-appointment of Mr. Sushil Kapadia as an

Independent Director, for the approval by the members of the Company.

None of the Directors or Key Managerial Personnel of the Company or their relatives except Mr. Sushil

Kapadia are, in any way, concerned or interested, in the special resolution set out at Item No. 9 of the Notice.

.................................................................................. 15 ANNUAL REPORT 2018-19 ..


ltemNo.10

In terms of provisions of Section 197 of the Companies Act, 2013, schedule and rules framed thereunder, as

amended by Companies (Amendment) Act, 2017 effective from 121hSeptember, 2018, the Company may payremuneration exceeding five per cent of net profits of the Company to any one Managing Director or Whole

Time Director or Manager; where there is more than one Managing Director or Whole Time Director,

exceeding ten per cent of the net profits of the Company to all such Directors and Manager; and exceedingone percent of net profits of the Company to all Directors who are neither Managing Director nor Whole TI me

Directorofthe Company, provided that the same has been approved by the members of the Company by wayof special resolution.

Prior to the amendments brought in by the Companies (Amendment) Act, 2017, the Company had obtained

the approval of Members of the Company by way of Ordinary Resolution at the 11111AGM held on 24th August,2018. However, pursuant to amendment the said approval of the Members of the Company has to be

obtained byway of Special Resolution.

Accordingly, approval of the Members is being sought for the Special Resolution as set out under Item No. 1 O

of the Notice for payment of remuneration to Directors in excess of limits prescribed under the provisions of

Section 197 of the Act for the Financial Year 2018-19 and subsequent years. The terms and conditions of

remuneration as approved by the members at the 11th AGM held on 24th August, 2018 are being retained bythe Company.


Members.

Except Mr. Vi render Kumar Agarwal, Mrs. Seema Agarwal & Mr. Mayank Agarwal and their relatives, none of

the Directors and Key Managerial Personnel of the Company and their relatives are, in any way, concerned or

interested, in the special resolution set out at Item No. 1 O of the Notice.

Item No.11

In terms of Regulation 17 (6)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) (Amendment) Regulations, 2018 issued on 9"' May, 2018 ("Amended Listing Regulations"},the remuneration payable to Executive Directors who are promoters or members of promoter group, shall be

subject to the approval of the shareholders by Special Resolution in General Meeting, if,

(a) the annual remuneration payable to such executive director exceeds rupees 5 crore or 2.5 per cent of the

net profits of the listed entity, whichever is higher; or

(b) the aggregate annual remuneration payable to such directors exceeds 5% of the net profits of the

Company, as calculated under section 198 of the Act, where there is more than one such director.

.................................................................................. 16 ANNUAL REPORT 2018-19 ..

............................................................... 0 SURYAAMBA SPINNING MILLS LIMITED .

At present, on the Board of Directors of the Company, there are three executive directors who are promoters.They are Mr. Virender Kumar Agarwal, Managing Director (DIN: 00013314), Mrs. Seema Agarwal, Joint

Managing Director (DIN:01430206) and Mr. Mayank Agarwal, Wholetime Director(DIN: 02749089).

In view of the above amended regulation, the approval of the members is being sought by way of specialresolution for payment of remuneration to Executive Directors at such terms and conditions as approved bymembers at 11"' Annual General Meeting held on 24"' August, 2018, notwithstanding that the annual

aggregate remuneration payable to Mr. Virender Kumar Agarwal, Managing Director (DIN: 00013314), Mrs.

Seema Agarwal, Joint Managing Director (DIN: 01430206) and Mr. Mayank Agarwal, Wholetime Director

(DIN: 02749089), exceeds 5% of the net profit of the Company as calculated under section 198 of the

Companies Act, 2013 in any financial year during the remaining tenure of their appointment Le.28th February2022, 30th September, 2022 and 3111July, 2020, respectively, and further it is to inform that all the existingterms and conditions of their appointment shall remain the same.


Members.

Except Mr. Virender Kumar Agarwal, Mrs. Seema Agarwal & Mr. Mayank Agarwal and their relatives, none of

the Directors and Key Managerial Personnel of the Company and their relatives are, in any way, concerned or

interested, in the special resolution set out at Item No. 11 of the Notice.

Item No.12 & 13

In terms of provisions of Section 180( 1 )(c) of the Companies Act, 2013, the Board of Directors of the Companycannot, except with the permission of the Members in General Meeting, borrow monies in excess of the

aggregate of the paid up Capital of the Company, Securities Premium and its Free Reserves. Further, the

borrowings of the Company are, generally, required to be secured by suitable charge and/or mortgage over

the moveable and/or immovable properties of the Company in such form, manner and ranking as may be

determined by the Board of Directors of the Company from time to time, in consultation with the Lender(s ).

The Members of the Company at their Annual General Meeting held on 9"'August, 2014 had passed a specialresolution authorizing the Board of Directors of the Company to borrow monies, from time to time, uptot 200

crores. In view of the growing operations, the Company may need higher credit requirement, it is considered

desirable to increase the said borrowing limits to a sum not exceeding t 300 crores (Rupees Three Hundred

Crores only) under the provisions of Section 180( 1 )(c) of the Companies Act, 2013.

These upward revision in the borrowing limits and Creation of Securities by way of Charge, Hypothecationand/or Mortgage would require your approval under the provisions of Sections 180(1)(c) and 180(1)(a) of the

CompaniesAct, 2013 respectively.

.................................................................................. l 7 ANNUAL REPORT 2018-19 .


The Board recommends the Special Resolution set out at Item No. 12 & 13 of the Notice for approval by the

Members.

None of the Directors or Key Managerial Personnel of the Company or their relatives, are in any way,concerned or interested, in the special resolution set out at Item No. 12 & 13 of the Notice.


Place: NagpurDate : July 22, 2019

Registered Office:

1st Floor, Suryatowers, 105,SP Road,Secunderabad, TG 500003

Phone: (040)27813360E-mail: [email protected]: www.suryaamba.comCIN:L18100TG2007PLC053831

ISIN: INE360J01011

Virender Kumar AgarwalChairman & Managing Director

Directors ID No : 00013314

Address: Near Thapar House,Plot No., 153 RBI Square, TempleRoad, Civil Lines, Nagpur 440014

.................................................................................. 1 8 ANNUAL REPORT 2018-19 .

SURYAAMBA SPINNING MILLS LIMITED ································································

Annexure-1

(Information pursuant to Regulation 36(3) and 26(4) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015)

Name of the Director Mr. Vlrender Kumar Mr. Amit Goela Mr. Sushll Mr. Nllesh

Agarwal Kapadia Panpaliya

Date of Birth 05/05/1967 02/02/1965 12/02/1967 01/10/1970

Age 52 Years 54 Years 52 Years 49 Years

Director Identification 00013314 01754804 01730944 08499844

Number

Qualifications Bachelor of MBA (University of B.com, MBA B.E. (Electronics)Engineering (Textiles) Florida) and MMS in

Finance

Resume I Expertise in An industrialist with He has vast Administration, Hehas over 20

specific functional over 30 years of experience in Finance, Project years of experienceareas experience in the Capital Market, Management and in the field of

Textile Industry 'Finance, Strategy Corporate Finance and also

Chairman & Managing and Planning. Planning. dealt with industrialDirector of the finance, merchant

Company. He has rich Partner at RARE banking andand varied experience Enterprises (Mr. managementin terms of Rakesh consultancymanufacturing, sales, Jhunjhunwala's services. At

marketing, strategy group) present, he is CFO

and general at Solar Industries

management. India Limited.

Date of first 05/05/2007 18/07/2011 28/05/2016 03/07/2019

appointment on the

Board

Disclosure of Spouse of Mrs. Not related to any Not related to any Not related to anyrelationships Seema Agarwal and of the Directors or of the Directors or of the Directors or

between directors Father of Mayank KMP of the KMP of the KMP of the

inter-se. Agarwal Company. Company. Company.

The number of 6 5 5 -

Meetings of the Boardattended during the

F.Y. 2018-19

Shareholdings in the 1206191 equity shares Nil Nil Nil

Company & 135000 preferenceshares

Directorship in other Nil Multi Commodity Nil Nil

listed Companies as Exchange of India

on 31"1 March, 2019. Limited

Chairmanship/ Nil He is a member of Nil Nil

Membership of Stakeholder

Committees of other RelationshipBoard committee of Multi

CommodityExchange Of India

Limited

.................................................................................. 19 ANNUAL REPORT 2018-19 ··················································································


BOARD'S REPORT

To The Members of Suryaamba Spinning Mills Limited,

The Board of Directors are pleased to present the Twelveth (12111)Annual Report of the Company for the

financial year ended 31"1March, 2019.

FINANCIAL RESULTS

The Company's financial performance for the year ended 3181March, 2019 is summarized below:

Particulars

Total Revenue from OperationsEarnings Before Interest, Taxes, Depreciation and Amortisation

Less : Finance Cost

Less : Depreciation and Amortisation ExpenseProfit before Tax

Less :Tax ExpensesProfit for the periodOther Comprehensive Income (net of tax)Total Comprehensive Income

Earnings per share

Retained Earnings - Opening Balance

Add: Profit for the year

Amount appropriated during the year:

Dividend including dividend tax paidTransfer to General Reserves

Retained Earnings - Closing Balance

Year ended Year ended

31.03.2019 31.03.2018

16929.42 15338.38

1507.39 1506.49

624.74 705.64

446.08 446.29

436.57 354.56

94.55 119.88

342.02 234.69

33.12 31.57

375.14 266.26

11.67 8.00

701.29 502.09

375.14 266.26

35.29 35.29

0.50 0.50

1040.65 701.29

PERFORMANCE REVIEW

During the financial year 2018-19, the Company's total revenue including other income stood at? 16929.42

lakhs as compared to f 15338.38 lakhs in the previous year, an increase by 10.37% over the previous year.

The Company's profit before tax stood at? 436.57 lakhs as compared to? 354.56 lakhs in the previous year,

an increase by 23.13% over the previous year. The Company earned a net profit off 375.14 lakhs, increase

by 40.89%, as against a net profit off 266.26 lakhs in the previous year.

Domestic Revenues stood at f 13077. 65 lakhs from? 11288 .06 lakhs of previous year, representing a growthof 15.85% owing to strong demand trends from local customers. The Revenue from exports stood at

f 3705.68 lakhs compared to f 3924. 78 lakhs last year.

·················································································· 20 ANNUAL REPORT 2018-19 .


Your Company was able to sustain its performance amidst fluctuating pricing of raw materials and volatility in

foreign exchange. This performance achieved as cumulative outcome of multiple factors such as productrationalization, capacity optimization, cost control measures, etc. taken by the management of your

Company.

DIVIDEND

Your Directors are pleased to recommend a dividend of f1 per share (10%) on the Equity Shares of the

Company for the year ended 31st March, 2019. If the dividend, as recommended above, is approved by the

Members at the Annual General Meeting, the total outgo on account of dividend inclusive of taxes, for FY

2018-19 isf35.35 lakhs.

Your Directors have recommended payment of dividend on 8% Cumulative Redeemable Preference shares

as per the terms and conditions of the issue. The total outgo on account of preference dividend inclusive of

taxes, for FY 2018-19 is f 7 4.55 lakhs.

TRANSFER TO RESERVES

Your Company proposes to transfer f 0.50 lakhs to General Reserves of the Company for the financial year

ended 31st March, 2019.

SHARE CAPITAL

The Paid-up Share Capital of your Company as on 31st March, 2019 was f 10.662 Crores comprising of

29,31,944 Equity Shares of 10/- each and 73,00,000 Preference Shares of Rs.100/- each.

Your Company has not issued any shares or convertible instruments during the financial year 2018-19.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have

occurred between the end of the financial year 2018-19 and the date of this report. There has been no changein the nature of business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) Retirement by Rotation and subsequent re-appointment:

Pursuant to the provision of Section 152 of the Companies Act, 2013, Mr. Virender Kumar Agarwal(DIN:00013314), Managing Director, retires by rotation at the ensuing Annual General Meeting and beingeligible, has offered himself for re-appointment. The Board recommends his re-appointment for approval bythe Members.

·················································································· 21 ANNUAL REPORT 2018-19 ··················································································


(B) Changes in Directors:

Mr. Sushil Kapadia (DIN:01730944) Independent Non- Executive Director of the Company informed the

Board of Directors vide its letter dated 29th August,2018, in view of his personal reasons, want to step down

from the directorship. His resignation took effect from 07th September, 2018.His knowledge of the business

environment was an asset to the Company. The Board places on record appreciation for his guidance,dedication and commitment.

Considering his experience and beneficial association with the Company and consent to continue to act as

Director of the Company, the Board appointed Mr. Sushil Kapadia (DIN: 01730944) as an Additional

Independent Director w.e.f tt" November, 2018. As per provisions of the Companies Act, 2013, he holds

office as Additional Director upto the ensuing Annual General Meeting.

Mr. Manish Kumar (DIN: 07096129), Independent Non- Executive Director of the Company resigned from the

Board with effect from 30th March,2019 due to personal reasons. The Board placed on record its appreciationfor the valuable services rendered by him during his tenure.

In order to fill the vacancy caused due to resignation of Mr. Manish Kumar, the Board appointed Mr. Nilesh

Panpaliya (DIN: 08499844) as Additional Independent Director w.e.f 03rdJuly, 2019. As per provisions of the

Companies Act, 2013, he holds office as Additional Director up to the ensuing Annual General Meeting.

Your Company has received a notice from a Member proposing candidature for the appointment of Mr.

Sushil Kapadia and Mr. Nilesh Panpaliya as Independent Directors for a period offive (5) consecutive years.The Resolution(s) for the appointment of Mr. Sushil Kapadia and Mr. Nilesh Panpaliya Independent Directors

are given in the Notice for approval by the Members.

(C) Re-appointment of Independent Directors:

Mr. Amit Goela (DIN: 01754804) an Independent Non- Executive Director of the Company and not liable to

retire by rotation was appointed at the Annual General Meeting of the Company held on 9thAugust, 2014 for a

period of 5 years and thus holding his respective office till 8111August, 2019.

Mr. Sushil Kapadia (DIN: 01730944) an Independent Non- Executive Director of the Company and not liable

to retire by rotation appointed as Additional Independent Director during financial year 2018-19 and as per

provisions of Section 161 of the Act, Members approval is accorded in the Notice and it shall be his second

term of appointment pursuantto section 149( 10) of the Act.

Mr. Amit Goela and Mr. Sushil Kapadia, Independent Directors have consented to act as IndependentDirectors for the second term, subject to approval of shareholders by way of Special Resolution. Accordingly,Special Resolutions for their re-appointment as Independent Directors of your Company for second term of

five (5) consecutive years are given in the Notice for approval by the Members.

·················································································· 22 ANNUAL REPORT 2018-19 .


Brief particulars of the directors proposed to be appointed/ re-appointed are provided as an annexure to the

notice convening theAGM.

(D) Key Managerial personnel :

As per the provisions of Section 203 of the Companies Act, 2013, read with Rule 8 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 following persons are the KeyManagerial Personnel of the Company:

Mr. Virender Kumar Agarwal, Chairman and MD

Mrs. Seema Agarwal, Joint Managing Director

Mr. MayankAgarwal, Whole time Director

Mr. Gajanan Chhawsaria, Chief Financial Officer and

Ms. Deepa Dudani, Company Secretary

During the period under review, on recommendation of the Audit Committee Mr. Gajanan Chhawsaria, Chief

Financial Officer of the Company was re-appointed for a term of 3 years with effect from 13thAugust, 2018.

MEETINGS OF THE BOARD

During financial year 2018-19, Six (6) Board Meetings were held. The details of Board Meetings with regard to

their dates and attendance of each of the Directors thereat have been set out in the Report on CorporateGovernance, which forms part of this Report.

INDEPENDENT DIRECTORS

The Independent Directors of your Company have furnished the declaration that they meet the criteria of

independence as provided in Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

The Board of Directors of your Company confirms that the Independent Directors fulfill the conditions

specified in Section 149 (6) of the Act and Regulation 16(1 )(b) of the Listing Regulations and are independentof the management.

PERFORMANCE EVALUATION

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ('Listing Regulations'), the Board of Directors have carried out annual

evaluation of its own performance, Board Committees and individual Directors.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from

all the Directors. The performance of the Committees was evaluated by the Board after seeking inputs from

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the Committee Members. The criteria for performance evaluation of the Board included aspects such as

Board composition and structure, effectiveness of Board processes, contribution in the long term strategicplanning, etc. The criteria for performance evaluation of the Committees included aspects such as structure

and composition of Committees, effectiveness of Committee meetings etc.

The parameters for the performance evaluation of the Directors include attendance, effective participation in

meetings of the Board, domain knowledge, vision, strategy, etc.

In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors,Chairman and performance of the Board as a whole. Your Directors have expressed their satisfaction to the

evaluation process.

DIRECTORS RESPONSIBILITYSTATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (including any statutory modification(s) or re

enactment( s) thereof for the time being in force) the Directors of the Company confirm that:

a. in the preparation of the annual accounts for the year ended 31 stMarch, 2019 the applicable accountingstandards and Schedule 111of the Companies Act, 2013 have been followed and there are no material

departures;b. the Directors have selected such accounting policies and applied them consistently and made judgments

and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of

the company at the end of the financial year 31" March, 2019 and of the profit of the Company for that

period;c. proper and sufficient care has been taken for the maintenance of adequate accounting records in

accordance with the provisions of this Act for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;e. proper internal financial control laid down by the Directors to be followed by the Company and that such

internal financial control are adequate and operating effectively; and

f. proper system to ensure compliance with the provisions of all applicable laws were in place and that such

systems are adequate and operating effectively.

EXTRACTS OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Managementand Administration) Rules,2014, the extract of the Annual Return in the prescribed form i.e. Form MGT-9 is

annexed herewith asAnnexure-A, which forms part of this Report.

Pursuant to provisions of section 134(3)(a) of the Act, MGT 9 is uploaded on Companies website and can be

accessed at http://www.suryaamba.com/investors/.

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AUDITORSANDAUDITOR'S REPORT

(A) Statutory Auditor:

The Statutory Auditor of your Company, M/s S. Venkatadri & Co., Chartered Accountants (FRN: 004614S),Hyderabad were appointed for a term of 5 (Five) consecutive years at the 8thAnnual General Meeting (AGM)held on 25th September, 2015 to hold office till the conclusion of the 13'h Annual General Meeting of the

Company to be held in the year 2020.

The Companies (Amendment) Act, 2017 has waived the requirement for ratification of the appointment of

Statutory Auditor by the shareholders at every Annual General Meeting. Hence, the ratification of

appointment of Statutory Auditors by your Company is not required.

Accordingly, the Statutory Auditor will continue to hold office till the conclusion of the 13thAnnual General

Meeting of the Company approved by the Members at the 8th Annual General Meeting of the Company.

M/s S. Venkatadri & Co., have confirmed their eligibility and qualification required under section 139, 141 and

other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re

enactment(s) thereof for the time being in force).

The Auditors' Report for the financial year ended 3181March, 2019 on the financial statements of the Companyis a part of this Annual Report.

The observations made in the Auditor's Report of M/s. S. Venkatadri & Co, Chartered Accountants, read

together with relevant notes thereon, are self-explanatory and hence do not call for any comments. There is

no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their Report.

(B) CostAuditor:

The Company is required to maintain cost records as specified by the Central Government under Section 148

of the Act, and accordingly such accounts and records are made and maintained in the prescribed manner.

The Board of Directors, on the recommendations made by the Audit Committee, has appointed M/s. G. R.

Paliwal & Co., Cost Accountants (Firm Reg. No.100058), Nagpur as Cost Auditors of the Company for

conducting the cost audit of the Company for the financial year 2019-20 at a remuneration off 50,000/- plustaxes and out of expenses and has recommended his remuneration for ratification by the members at the

ensuing 12th Annual general meeting.

The Company has received consent from M/s. G. R. Paliwal & Co., Cost Accountants, to act as the Cost

Auditor along with a certificate confirming their independence and arm's length relationship.

The Cost Audit Report will be filed within the prescribed period of 180 days from the close of the Financial

Year.

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(C) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the year ended 31 "' March,2019 was carried out by the Secretarial Auditors, M/s. Aarju Agrawal & Associates, Practicing CompanySecretary, Nagpur.

The Secretarial Audit Report of M/s. Aarju Agrawal &Associates, Practicing Company Secretary, Nagpur, for

the Financial Year ended 31 .. March, 2019 does not contain any qualification, reservation adverse or

disclaimer remark.

The Secretarial Audit Report in Form MR-3 is annexed asAnnexure - B, which forms part of this Report.

(D) Internal Auditor:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, on the

recommendation of the Audit Committee, M/s. Manish Jain & Co., Chartered Accountants, Nagpur (FRN:138430W) are appointed by the Board of Di rectors to conduct internal audit of the Company for FY 2019-20.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reportedany instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee

under Section 143(12) of the CompaniesAct, 2013, details of which needs to be mentioned in this Report.

COMMITTEES OF THE BOARD

The Company has the following Board Committees as on 31 •• March, 2019:

1 )Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

Details of all the committees along with their main terms, composition and meetings held during the yearunder review are provided in the Report on Corporate Governance, a part of this Annual Report.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

Your Company has adopted a Whistle Blower Policy, to provide a formal vigilmechanism to the Directors and

employees to report their concerns about unethical behaviour, including actual or suspected leak of

unpublished price sensitive information, actual or suspected fraud or violation of your Company's Code of

Conduct or ethics policy. The Policy provides for adequate safeguards against victimisation of employees

·················································································· 26 ANNUAL REPORT 2018-19 .


who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

The Whistle Blower Policy is available on the website of your Company at

http://www.suryaamba.com/investors/policies/.

NOMINATION & REMUNERATION POLICY

Your Company has adopted a Nomination and Remuneration Policy for the Directors, Key ManagerialPersonnel and Senior Management employees pursuant to the requirement of Section 178 of the CompaniesAct, 2013 and Listing Regulations. The salient features of the Policy are set out in the Corporate Governance

Report which forms part of this Annual Report.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall

formulate the criteria for appointment of Directors on the Board of the Company and persons holding Senior

Management positions in the Company, including their remuneration and other matters as provided under

Section 178 of the Act and Listing Regulations. The Policy is also available on the website of the Companyhttp://www.suryaamba.com/investors/policies/.

DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73

and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutorymodification( s) or re- enactment( s) thereof for the time being in force).

RELATED PARTY TRANSACTIONS

In accordance with the amendments to the applicable provisions of the Listing Regulations, the Companyrevised its Policy on dealing with and Materiality of Related Party Transactions. The Policy is also available on

the website of the Company at http://www.suryaamba.com/investors/policies/.

All contracts/arrangements/transactions entered into by the Company with Related Parties were in ordinarycourse of business and on arm's length basis. The Company has not entered into any contracts/

Arrangements I transactions with related parties which qualify as material in accordance with the Policy of the

Company on materiality of related party transactions.

All transactions with related parties were reviewed and approved by the Audit Committee and are in

accordance with the Policy on dealing with and Materiality of Related Party Transactions, formulated by the

Company. There are no materially significant related party transactions that may have potential conflict with

interest of the Company at large.

The details of the related party transactions as per Indian Accounting Standards (INDAS) - 24 are set out in

Note 31 to the Standalone Financial Statements of the Company. There were no transactions with Related

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Partiesduringtheyearwhichwould require to be reported in FormAOC-2.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF COMPANIES

ACT,2013

During the year under review, the Company has not given any loans, neither provided guarantees nor made

any investments covered under the provisions of section 186 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

Disclosures pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been provided in

Annexure C of this report.

HUMAN RESOURCES

Your Company considers its employees as most valuable resource and constantly endeavour to invest in

people and processes to improve human capital for the organisation and service delivery to its customers.

Your Company strives to provide a healthy, conducive and competitive work environment to enable the

employees excel and create new benchmarks of productivity, efficiency and customer delight. Your Companyalways believes in maintaining mutually beneficial industrial relations and hence the industrial relations have

always been smooth, cordial and trusting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgostipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are

provided inAnnexure D of this report.

RISK MANAGEMENT

Risk Management is an integral and important component of Corporate Governance. Your Companybelieves that a robust Risk Management system ensure adequate controls and monitoring mechanisms for a

smooth and efficient running of the business. A risk-aware organization is better equipped to maximize the

shareholder's value. The Management puts in place adequate and effective system and resources for the

purposes of risk management. The Board periodically reviews the risks and suggests steps to be taken to

control and mitigate the same through a properly defined framework. The Company's future growth is linked

to general economic conditions prevailing in the market.

Further, the details of the Financial Risk Management, its objectives and policies are set out in Note 30C to the

Standalone Financial Statements of the Company.

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INTERNAL FINANCIAL CONTROLS

The Company has sound internal financial controls commensurate to the size and nature of its business.

The Internal Control System is exercised by ensuring compliance with various policies, practices and

statutes, and that all assets are safeguarded and protected against loss from unauthorised use or dispositionand that those transactions are authorised, recorded and reported correctly. The Internal Auditor carries out

extensive audits throughout the year.

Significant audit observations and corrective actions thereon are presented to the Audit Committee of the

Board for their review. The Internal Control system is designed to ensure that the financial and other records

are reliable for preparing Financial Statements and other data, and for maintaining accountability of persons.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Pursuant to the requirement of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the

Companies (Accounts) Rules,2014, it is confirmed that during FY 2018-19 there were no significant or

material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and your

Company's operations in future.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL)ACT, 2013

The Company has adopted zero tolerance for sexual harassment at work place, the Company alwaysendeavors to create and provide an environment that is free from discrimination and harassment includingsexual harassment. An Internal Complaints Committee has been set up to redress the complaints received

regarding sexual harassment at workplace.

During the year under review, no complaint was received from any employee and hence no complaint is

outstanding as on 3181March, 2019 for redressal.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATEGOVERNANCE REPORT

The Management Discussion and Analysis Report and the Report on Corporate Governance, as requiredunder the Listing Regulations, forms part of the Annual Report.

OTHER DISCLOSURES

a. The Company does not have any subsidiary, joint venture or associate companies.b. Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-

1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

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c. Pursuant to provisions of Section 135 of Companies Act, 2013, the Company is not covered under the

purview of criteria for CSR eligibility.

d. Unclaimed Dividend I Shares: The details of unclaimed dividend I shares are available on the website of

the Company viz. www.suryaamba.com. The due dates for transfer of unclaimed I unpaid dividend to the

Investors Education & Protection Fund (IEPF) by the Company are given in General Shareholders

Information Section of Corporate Governance Report, forming part of the Annual Report.

e. The Company does not have any scheme or provision of money for the purchase of its own shares byemployees/ Directors or by trustees for the benefit of employees/ Directors; and

f. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

g. During the year under review, the Company has obtained Credit Rating 'IND BBB' from India Ratings &

Research, specified in detail in the Corporate Governance Report.

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation to all the employees for their dedication and

commitment. The hard work and unstinting efforts of the employees have enabled the Company to sustain

and further consolidate its position in the industry.

Your Company continues to occupy a place of respect among stakeholders, most of all our valuable

customers. Your Directors would like to express their sincere appreciation for assistance and co-operationreceived from the vendors and stakeholders including financial institutions, banks, Central and State

Government authorities, customers and other business associates, who have extended their valuable and

sustained support and encouragement during the year under review. It will be the Company's endeavour to

build and nurture these strong links with its stakeholders.


Place: NagpurDate: July 22, 2019 Virender Kumar Agarwal

Managing Director

DIN : 00013314

Seema AgarwalJoint Managing Director

DIN : 01430206

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Annexure-A

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019

(Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014)

I. REGISTRATION AND OTHER DETAILS:

1.

2.

3.

4.

5.

6.

7.

CIN

Registration Date

Name of the CompanyCategory/Sub category of the Company

Address of the Registered office & contact

details

Whether listed company

Name, Address & contact details of the

Registrar & Transfer Agent, If any.

L18100TG2007PLC053831

05-May-2007Suryaamba Spinning Mills Limited

Public Company/Limited by Shares

Indian Non-Government Company181Floor, Surya Towers, 105, SP Road,

Secunderabad, Telangana, 500003.

Tel. No. 040-27819960, Fax: 0712-2591410

Email:[email protected],[email protected]: www.suryaamba.comYes

Karvy Flntech Private Limited

Karvy Selenium Tower B, Plot No.31 & 32,Financial District, Gachibowli

, Nanakaramguda,Serilingampally, Hyderabad- 500 032, Telangana.Toll free No.: 18003454001

E-mail: [email protected]:www.karvyfintech.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10% or more of the total turnover of the company shall be stated)

S. No.

1.

Name and Description of main

products I services

Preparation and Spinning of

Synthetic Yarn

NIC Code of the

Product/service

13114

% to total turnover of the

company

99.14%

Ill. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate companies.

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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

A) Category-wise Share Holding:

Category of No. of Shares held at the beginning of No. of Shares held at the end of the %

Shareholders the year [As on 01-Apr-2018] year [As on 31-March-2019) Changeduring

the

yearDemat Physical Total % of total De mat Physical Total % of total

Shares Shares

A. PROMOTERS

(1) Indian

Individual/ HUF 2159102 100 2159202 73.64 2163327 100 2163427 73.79 0.15

Central Govt. - - - - - - - - -

State Govt.(s) - - - - - - - - -

Bodies Corp. - - - - - - - - -

Banks I Fl - - - - - - - - -

Any other - - - - - - - - -

Sub-Total (A)(1) 2159102 100 2159202 73.64 2163327 100 2163427 73.79 0.15

(2) ForeignNRI Individuals - - - - - - - - -

Other-Individuals - - - - - - - - -

Bodies Corporate - - - - - - - - -

Banks/Fl - - - - - - - - -

Any other - - - - - - - - -

Sub-Total (A)(2) - - - - - - - - -

Total holding of 2159102 100 2159202 73.64 2163327 100 2163427 73.79 0.15

Promoters(A)=(A)(1)+(A)(2)B. PUBLIC SHAREHOLDING

1. Institutions

Mutual Funds 64 - 64 0.00 64 - 64 0.00 -

Banks I Fl 210 660 870 0.03 210 660 870 0.03 -

Central Govt. - - - - - - - - -

State Govt.(s) - - - - - - - - -

Venture Capital Funds - - - - - - - - -

Insurance Companies - - - - - - - - -

Flis - - - - - - - - -

Foreign Venture Capital - - - - - - - - -

Funds

Others (specify) - - - - - - - - -

Sub-total (8)(1 ):- 274 660 934 0.03 274 660 934 0.03 -

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SURYAAM8A SPINNING MILLS LIMITED ································································

Category of No. of Shares held at the beginning of No. of Shares held at the end of the %

Shareholders the year [As on 01-Apr-2018] year [As on 31-March-2019] Changeduring

the

year

De mat Physical Total % of total Dem at Physlcal Total % of total

Shares Shares

2. Non-Institutions

Bodies Corp.

i) Indian 32329 1333 33662 1.15 18522 1273 19795 0.68 (0.47)ii)Overseas - - - - - - - - -

iii)Individuals

Holding nominal share 507438 61851 569289 19.42 474449 54377 528826 18.04 (1.38)capital up to , 1 lakh

Holding nominal share 159905 - 159905 5.45 202674 - 202674 6.91 1.46

capital in excess of , 1 lakh

Others (specify)

NBFCs registered with RBI - - - - 4000 - 4000 0.14 0.14

Non Resident Indians 6014 - 6014 0.21 8557 - 8557 0.29 (0.08)

Clearing Members 2192 - 2192 0.07 3000 - 3000 0.10 0.03

Individual NRI- Rep.- Non 746 - 746 0.03 731 - 731 0.02 (0.01)RepSub-total (8)(2):- 708624 63184 771808 26.33 711933 55650 767583 26.18 (0.15)Total Public 708898 63844 772742 26.36 712207 56310 768517 26.21 (0.15)shareholding (8)=(8)(1)+(8)(2)C. Shares held by - - - - - - - - -

Custodian for GDRs &

ADRs

Grand Total (A+8+C) 2868000 63944 2931944 100 2875534 56410 2931944 100 -

B) Shareholding of Promoters:

Shareholder's Name Shareholding at the beginning Shareholdlng at the end %

of the year of the year changeduring

the year

No. of Shares % of total % of Shares No. of % of total % of Shares

shares Pledged/ Shares shares Pledged/of the encumbered of the encumbered

Company to total share Company to total share

Virender Kumar Agarwal 1206191 41.14 16.98 1206191 41.14 16.98 -

Seema Agarwal 642250 21.91 - 642250 21.91 - -

Mayank Agarwal 270997 9.24 - 270997 9.24 - -

Virender Kumar Agarwal HUF 14640 0.50 - 14640 0.50 - -

Vithaldas Agarwal 998 0.03 - 998 0.03 - -

Ravinder Kumar Agarwal 100 0.00 - 100 0.00 - -

Pujit Agarwal 24026 0.82 - 28251 0.96 - 0.15

TOTAL 2159202 73.64 - 2163427 73.79 - 0.15

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C) Change in Promoters' Shareholding: (please specify, if there is no change)

Shareholder's Name Shareholding at the beginning Cumulative Shareholdingof the year during the year

No. of Shares o/oof total No. of Shares % of total

Shares of the Company Shares of the CompanyPujlt AgarwalAt the beginning of the year 24026 0.82 - -

Market Purchase 4225 0.14 28251 0.96

At the End of the year 28251 0.96 28251 0.96

D) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holdersof GDRs and ADRs):

Sr. No. Shareholder's Name No. of Shares at the No. of Shares at the

beginning of the year end of the year

No. of Shares % of total No. of Shares % of total

Shares Shares

1. Subramanian P 50380 1.72 50380 1.72

2. Gautam M Mehta (HUF) - - 33000 1.13

3. Satya Prakash Mittal 9649 0.33 23559 0.80

4. Anil Kumar 21000 0.72 21000 0.72

5. Vinodchandra M. Parekh 17396 0.59 17396 0.59

6. Bhavsar Usha 13431 0.46 12600 0.43

7. Shaunak Jagdish Shah 16428 0.56 12389 0.42

8. Hemant Kumar Beniwal 11150 0.38 11150 0.38

9. Avinash Gupta 8500 0.29 11000 0.38

10. Jagdish Amritlal Shah 14020 0.48 10200 0.35

E) Shareholding of Directors and Key Managerial Personnel:

None of the other Directors or KMP, except as given below, hold any Shares of the Company.

Sr. No. Name of the Directors No. of Shares at the % of total shares No. of Shares at the % of total shares of

beginning of the of the Company end of the year the Company

year

1. Virender Kumar Agarwal 1206191 41.14 1206191 41.14

2. Seema Agarwal 642250 21.91 642250 21.91

3. Mayank Agarwal 270997 9.24 270997 9.24

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V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(in lakhs)Particulars Secured Loans Unsecured Deposit Total

(excludlng deposits) Loans Indebtedness

At the beginning of the flnanclal Year

(As on 01.04.2018)

(i) Principal Amount 3574.70 762.92 - 4337.62

(ii) Interest due but not paid - 35.98 - 35.98

(iii) Interest accrued but not due - - - -

TOTAL(l+ll+III) 3574.70 798.90 - 4373.80

Change during the flnanclal Year

Addition 14.32 664.60 - 678.92

Reduction 592.63 961.12 - 1553.75

Net Change (578.30) (296.52) - (874.82)At the end of the financial Year

(As on 31.03.2019) -

(i) Principal Amount 2982.07 502.38 - 3484.46

(ii) Interest due but not paid 14.32 10.22 - 24.54

(iii) Interest accrued but not due -

TOTAL (1+11+111) 2998.40 512.80 - 3509.00

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:(in lakhs)

Sr. Particulars of Remuneration Name of MD/WTD/Manager Total Amount

No. Vlrender Kumar Seema Agarwal MayankAgarwalAgarwal

1. Gross Salary(a) Salary as per provisions 16.80 14.40 11.40 42.60

contained in Section 17(1) of

the Income Tax Act, 1961.

(b) Value of Perquisites u/s 17(2) 11.20 8.16 6.46 25.82

Income Tax Act, 1961.

(c) Profits in lieu of salary under

Section 17(3) Income Tax Act,1961.

2. Stock Option - - - -

3. Sweat Equity - - - -

4. Commission - - - -

- as % of profit- others - - - -

5. Others, please specify - - - -

Contribution to Provident Fund 2.01 1.73 1.37 5.11

6. Total Amount 30.01 24.29 19.23 73.53

Celling as per the Act I!' 84 lakhs ( Pursuantto Section II of Part II of Schedule V of the Act. )

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B. Remuneration to other Directors:

(in lakhs)

Sr. No. Particulars of Remuneration Name of Directors Total Amount

Independent Non-executive Directors

Mr. Amit Goela Mr. Sushll Kapadia Mr. Manlsh Kumar

1. Fee for attending Board/ 0.25 0.25 0.19 0.69

Committee Meetings2. Commission - - - -

3. Total Amount 0.25 0.25 0.19 0.69

Ceiling as per the Act f One lakh per meeting of the Board or committee thereof.

C. Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD:

(in lakhs)Sr. No. Particulars of Remuneration Name of KMP Total Amount

Mr. Gajanan Chhawsarla Ms. Deepa Dudanl

Chief Financial Officer Company Secretary

1. Gross Salary

(a) Salary as per provisions contained 10.80 2.64 13.44

in Section 17(1) of the Income Tax

Act, 1961.

(b) Value of Perquisites u/s 17(2) 2.13 - 2.13

Income Tax Act, 1961.

(c) Profits in lieu of salary under

Section 17(3) Income Tax Act, 1961.

2. Stock Option - - -

3. Sweat Equity - - -

4. Commission - - -

- as % of profit- others - - -

5. Others, please specify - - -

Contribution to Provident Fund 1.08 0.22 1.30

6. Total Amount 14.01 2.86 16.87

VII. PENALTIES I PUNISHMENT/ COMPOUNDING OF OFFENCES

There were no penalties I punishment I compounding of offences for breach of any section of CompaniesAct, 2013 against the Company or its Directors or other Officers in default, if any, during the year.


Place: NagpurDate: July 22, 2019 Vi render Kumar Agarwal

Managing Director

DIN : 00013314

Seema AgarwalJoint Managing Director

DIN : 01430206

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Annexure-B

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31st, 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,SURYAAMBASPINNING MILLS LIMITED

CIN: - L 191 OOTG2007PLC053831

Surya Towers, 1st Floor,105, SardarPatel Road,Secunderabad-500 003 (T.G.},India

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence

to good corporate practices by Suryaamba Spinning Mills Limited bearing CIN: - L 191 OOTG2007PLC053831

(Hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided me a

reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinionthereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other

records maintained by the Company and also the information provided by the Company, its officers, agentsand authorized representatives during the conduct of secretarial audit and as per the explanations given to

me and the representation made by the Management, I hereby report that in my opinion, the Company has,

during the Audit Period covering the Financial Year ended on 31 .. March, 2019 ('Audit Period') generallycomplied with the statutory provisions listed thereunder and also that the Company has proper Board

processes and compliance-mechanism in place to the extent, in the manner and subject to the reportingmade hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained bythe Company for the Financial Year ended on 31st March, 2019 according to the applicable provisions of:

I. The Companies Act, 2013 (the Act) and the rules made thereunder;

II. The Securities Contracts (Regulation)Act, 1956 ('SCRA') and the rules made thereunder;

Ill. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

IV. The Depositories Act, 2018 and the Regulations and Bye-laws framed thereunder;

V. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent

of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

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VI. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India

Act, 1992 ('SEBI Act') except to the extent of applicable regulations and guidelines during the audit

period:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011;

(b)The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2018; There were no events occurred during the period which attracts provisions of these Regulations,hence not applicable.

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;There were no events occurred during the period which attracts provisions of these Regulations, hence

not applicable.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;There were no events occurred during the period which attracts provisions of these Regulations, hence

not applicable.

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations, 1993; There were no events occurred during the period which attracts provisions of these

Regulations, hence not applicable.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; There were

no events occurred during the period which attracts provisions of these Regulations, hence not

applicable; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; There were no

events occurred during the period which attracts provisions of these Regulations, hence not applicable.

VII. I have relied on the representations given by the Company and its officers with regard to other laws

specifically applicable to the Company and its Compliance, I opine that the Company has complied with

the following laws:

1. Textiles (Development & Regulation) Order, 2001;2. Textiles (Consumer Protection) Regulation, 1988;3. Technology Up-gradation Fund Scheme;4. Foreign Trade Policy 2015-2020;5. Hank Yarn notification issued under Essential Commodities Act, 1955.

6. The Employee's Provident Fund & Miscellaneous Provision Act, 1952

7. Labour Laws and other incidental laws related to labour and employees appointed by the Companyeither on its payroll or on contractual basis as related to wages, gratuity, provident fund, ESIC,compensation etc.;

.................................................................................. 38 ANNUAL REPORT 2018-19 ·················································································


8. Acts as prescribed under Direct Tax and Indirect Tax

9. Industries (Development & Regulation)Act, 1951

10. The Maternity BenefitAct, 1961

11. The payment of Gratuity Act, 1972

12. The Workmen's Compensation Act, 1923

13. The Equal RemunerationAct, 1976

14. TheMinimumWagesAct, 1948

15. The Payment of Bonus Act, 1965

16. The Payment of Wages Act, 1936

17. The FactoriesAct, 1948

18. TheApprenticesAct, 1961

19. The Contract Labour (Regulation &Abolition)Act, 1970

20. The Employment Exchanges (Compulsory Notification ofVacancies)Act, 1959

21. The Industrial Dispute Act

22. The Industrial Employment (Standing Orders)Act, 1946

23. The Water (Prevention and Control of pollution)Act, 197 4

24. The Air (Prevention & Control of Pollution)Act, 1981,25. Environment (Protection)Act, 1985 and rules issued thereunder

26. The Noise Pollution (Regulation and control) Rules, 2000;27. Hazardous Waste (Management, Handling and Transboundary Movement) Rules, 2008

28. Maharashtra Shops and Establishments Act, 1948

29. Maharashtra Sales Tax on Professions, Trade, Callings and Employments Act, 1975

30. Andhra Pradesh Shops and Establishments Act, 1988

31. Information Technology Act, 2000

32. The Public Liability Insurance Act, 1991

33. Foreign Exchange ManagementAct, 1999 and its regulations34. Maharashtra Labour Welfare Act, 1948

35. Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)Act, 2013

36. The Sales Promotion Employees (Condition of Service )Act, 1976

37. The National and Festival Holidays Act 1963 (Relevant State Acts)

I have also examined compliance with the applicable clauses and regulations of the following:

(i) Secretarial Standards issued by Institute of Company Secretaries of India (ICSI); and

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements)Regulations, 2015;

During the period under review and as per the representations and clarifications made by the

management, the Company has generally complied with the provisions of the Acts, Rules, Regulations,Guidelines, Standards, etc. mentioned above subject to the following observations;

• The Company has received Notice from Registrar of Companies (ROC), Hyderabad regarding Technical

Scrutiny of Balance Sheet as at 3151March, 2017 under Section 206(4) of the Companies Act, 2013 vide

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ref. no. ROCH-AP&TG/DROC (GML)/TS/053831/2018/2970 dated 16th August, 2018. However,Company has duly submitted the Reply dated 29th October, 2018 along with all necessary clarification(s)/document(s) soughtfor the same.

• The Company has duly filed forms with Ministry of Corporate Affairs (MCA) within the stipulated time

allowed under the Companies Act, 2013 except some forms which have been filed with the additional

fees required pursuant to provisions of Companies Act, 2013 and rules made thereunder.

I further report that;

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors. However, the changes in the composition of the Board ofDirectors taken place as mentioned hereunder during the period under review that were carried out in

compliance with the provisions of the Companies Act, 2013.

• Mr. Manish Kumar, Independent Director of the Company has tendered his resignation dated March 30,2019 was later approved by the Board of Directors dated April 5, 2019, consequently, new IndependentDirector shall be inducted by the Company at the earliest but not later than the immediate next meeting of

the board of directors or three months from the date of such vacancy, whichever is later as per Rule 4 of

Companies (Appointment and Qualification of Directors) Rules 2014 read with Regulation 25 of

SEBl(Listing Obligations and Disclosure Requirements) 2015 as amended from time to time.

Adequate notice is given to all directors to schedule the Board Meetings, Agenda and detailed notes on

agenda were sent at least seven days in advance, and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningful participation at the

meeting.

All the decision in the Board meetings were carried through by majority while there were no dissentingmembers' views (ifany) and hence not captured and recorded as part of the Minutes.

I further report that;

There are adequate systems and processes in the Company commensurate with the size and operations ofthe company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I, further report that during the audit period, there were no specific events/actions having a major bearing on

the company's affairs in pursuance of the above referred laws, regulations, guidelines, standards, etc

referred above.

For Aarju Agrawal &Associates

Practicing Company Secretary

Place: NagpurDate: June 261\2019

CS Aarju AgrawalM. No: A42507

C. P. No: 15770

Encl. Annexure-1Note: This report is to be read with my letter of even date which is annexed as 'ANNEXURE-1 forms an integral part of this report.

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ANNEXURE-1

To,The Members,SURYAAMBASPINNING MILLS LIMITED

CIN: - L 191 OOTG2007PLC053831

Surya Towers, 1st Floor, 105, Sardar Patel Road,Secunderabad-500 003 (T.G.), India

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Myresponsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance

about the correctness of the contents of the Secretarial records. The verification was done on test basis to

ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I

followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the

company.

4. Where ever required, I have obtained the Management representation about the compliance of laws, rules

and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is

the responsibility of management. My examination was limited to the verification of procedures on test

basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the

efficiency or effectiveness with which the management has conducted the affairs of the Company.

7. We have relied up on the information provided by the Management with respect to related partytransactions for its compliance.

ForAarjuAgrawal &Associates

Practicing Company Secretary

Place: NagpurDate: June 26th,2019

·--------------------------- 41

CSAarjuAgrawalM. No: A42507

C. P. No: 15770

ANNUAL REPORT 2018-19 ··················································································


Annexure-C

STATEMENT OF DISCLOSURE OF REMUNERATION

Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

s. Requirements Disclosure

No.

Name of the Director Ratio (in x times)1. The ratio of the remuneration of each director to Mr. Virender Kumar Agarwal 32.80x

the median remuneration of all the employees of Mrs. Seema Agarwal 26.55x

the Company for the financial year. Mr. Mayank Agarwal 21.02x

a. The median remuneration of all the employees of the

Company wast .915 Lakh.

b. Independent Non -executive Directors receives only

sitting fees, which are not considered above.

c. Figures have been rounded off wherever necessary.

2. The percentage increase in remuneration of Name of Director & Remuneration % in increase

each Director, Chief Financial Officer and KMP (In lakhs) remuneration

Company Secretary in the financial year. Mr. Virender Kumar 30.01 -

AgarwalMrs. Seema Agarwal 24.29 -

Mr. Mayank Agarwal 19.23 -

Mr. Gajanan 14.01 14.27

Chhawsaria

Ms. Deepa Dudani 2.86 -

3. The percentage increase I decrease in the During FY 2018-19, the percentage increase in the median

median remuneration of employees in the remuneration of employees as compared to previous year

financial year. was approximately 9.50 %.

4. The number of permanent employees on the There were 923 employees as on 3181March, 2019.

rolls of Company.

5. The Average percentage increase already made Average increase in remuneration is 10.11 % for Employeesin the salaries of employees other than the other than Managerial Personnel.

managerial personnel in the last financial year Increase in the managerial remuneration as compared to

and its comparison with the percentage previous year- Nil.

increase in the managerial remuneration and

justification thereof and point out if there are any

exceptional circumstances for increase in the

managerial remuneration.

6. Affirmation that the remuneration is as per the Yes, it is confirmed.

remuneration policy of the Company.

Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 and Rule

5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integralpart of this annual report. The above Annexure is not being sent along with this annual report to the members of the

Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particularsmay write to the Company Secretary at the Registered Office of the Company. The statement is made available forinspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing AnnualGeneral Meeting during the business hours on working days.

.................................................................................. 42 ANNUAL REPORT 2018-19 .


Annexure- D

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEEARNINGS & OUTGO

The information under section 134 (3) (m) of the Companies Act, 2013 read with rule 8 (3) of the

Companies (Accounts) Rules, 2014 for the year ended March 31, 2019 is given here below andforms part of the Board's Report.

A. Conservation of energy

1. The steps taken or impact on conservation of

Energy.

2. The Steps taken by the Company for utilizingalternate sources of Eneri:iv.3. The Capital Investment on energyconservation equipment's.B. Technoloav absorDtlon:1.The efforts made towards technology absorption

2.The benefits derived like product Improvement,cost reduction, product Development or importsubstitution

3.ln case of imported technology (importedduring the last three years reckoned from the

beainnina of the Financial year)

a. The details of technoloav imoorted

b. The vear of imoort

c. Whether the technoloav been fully Absorbed

d. If not fully absorbed, areas where absorptionhas not taken place and the reasons thereof;

Energy Conservation is an ongoing process in the Company.The Company makes continuous efforts on monitoring and

effective control on utilization of energy consumption and take

immediate steps to curtail power consumption. Machine

maintenance, energy efficient equipment's, replacement of

enerqv consuminq equipment's are thorouqhlv carried out.

The Company is exploring the possibility of alternate sources of

Eneri:ivNil

The Company is always in pursuit of finding the ways and

means to improve the performance, quality and cost

effectiveness of its products Your company is keeping a close

eye on upgradation of technology in existing products.Upgradation in various areas of plant and machinery is

continuously carried out.

Product development, cost effectiveness, optimum energyutilization. Moreover, the Company has not derived anymaterial benefits in cost reduction against technologyabsorption Lower wastaaes.

No technology has been imported.

Nil

Not annlicable

Not aoolicable

Not applicable

4.the expenditure incurred on Research and Nil

Development effortsC. Forelan exchanae earnlnas and outao:

1. Activities relating to exports, initiatives taken to Exports exploration activities mainly include development of

increase exports, development of new export exports to new markets and increasing exports to traditional

markets for production, service, and export plans markets.

2.Total foreion exchanqe used and earned

(I) Forelan Exchanae earnedFOB Value of Exoorts

(ii) Foreign Exchange Used

Import of Caoital Goods

Raw materials

Soares

Foreian Travel

Commission on export sales

(in lakhs)2018-19 2017-18

1957.15 3857.67

- -

32.89 4.33

5.92 0.41

- -

2.91 -

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CORPORATE GOVERNANCE REPORT

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

Corporate governance is a systematic process driven by ethical conduct of the business and affairs of an

organization aimed at promoting sustainable business and enhancing shareholder value in the long term.

Your Company's philosophy on Corporate Governance ensures transparency in all dealings and in the

functioning of the management and the Board, enhancing a valuable relationship and trust with all

stakeholders. Your Company consider stakeholders as partners in success, and envisages commitment to

maximize stakeholders' value, be it shareholders, employees, suppliers, customers, investors, communities,regulators or policy makers. This approach to value creation emanates from Company's belief that sound

governance system, based on relationship and trust, is integral to creating enduring value for all. We have a

defined policy framework for ethical conduct of businesses.

Your Company firmly believes on the six core values: customer value, ownership mindset, respect, integrity,one team and excellence for sustained and ethical business conduct. The Company is committed to meet the

expectations of stakeholders as a responsible corporate citizen. The Company's philosophy on the Code of

Governance is based on the belief that effective Corporate Governance practices constitute a strongfoundation on which successful commercial enterprises are built to last. Good Corporate Governance is

indispensable to resilient and vibrant capital markets and is, therefore, an important instrument of investor

protection.

Your Company is in compliance with the requirements stipulated under the provisions of Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("ListingRegulations"), with regards to corporate governance.

2. BOARD OF DIRECTORS

a) Composition and category of Directors:

The Board of Directors is entrusted with an ultimate responsibility of the management and along with its

Committees provides leadership and guidance to the Company and directs, supervises and controls the

performance of the Company. Further, the Board of Directors of the Company is totally committed to the best

practices for effective Corporate Governance. The Board comprises of an optimum combination of executive

and non-executive directors, which is in conformity with the requirements of SEBI (Listing ObligationsDisclosure Requirements) Regulations, 2015 ('LODR or Listing Regulations').

The composition and category of the Board of Directors of the Company mentioned as under:

·················································································· 44 ANNUAL REPORT 2018-19 .


Category Name of the Director DIN

Promoter& Mr. Virender Kumar Agarwal 00013314

Executive Mrs. Seema Agarwal 01430206

Directors Mr. MayankAgarwal 02749089

Non- Mr. Amit Goela 01754804

Executive & Mr. Sushil Kapadia 01730944

Independent Mr. Manish Kumar (upto 07096129

Directors 30.03.2019)

During the year under review, Mr. Manish Kumar resigned wef. 30.03.2019. In order to fill the vacancy caused due to resignation, the

Board appointed Mr. Nilesh Panpaliya (DIN:08499844) as Additional Independent Directorw.e.f03'" July, 2019.

b) Board Meetings:

During financial year 2018-19, the Board met six (6) times on 29th May, 2018, zo" July, 2018, 11thAugust,2018, 12thNovember, 2018, 14thFebruary, 2019and 26thFebruary, 2019.

The maximum time gap between the two Board Meetings was not more than one hundred twenty (120) daysas prescribed under the Companies Act, 2013 and the Listing Regulations. The attendance of Directors at the

Board Meetings held during the year ended 31st March, 2019, and at the last Annual General Meeting (AGM)are given below:

Name of Director Board Meetings AGM

29-05-18 20-07-18 11-08-18 12-11-18 14-02-19 26-02-19 24-08-18

Mr. Virender Aaarwal y y y y y y A

Mrs. Seema Agarwal y y y y y y y

Mr. Mavank Aaarwal y y y y y y y

Mr. Amit Goela y y y y y A y

Mr. Manish Kumar y y y y y A y

Mr. Sushil Kapadia y y y y y A y

Y- Attended, A - Leave of Absence

c) Details of Directorships and Chairman/Membership of Board Committees as on 31.03.2019 are

given in the following table:

Name of Director No. of No. of committee Directorship In other llsted entitles

Directorships In positions In other

other publlc companies* publlc companls **

Chairperson Member Name of the Listed entity Category of DirectorshipMr. Virender Aoarwal - - - - -

Mrs. Seema Aoarwal - - - - -

Mr. MayankAgarwal - - - - -

Mr. Amit Goela 1 - 1 Multi Commodity Exchange Non-Executive - Nonof India Limited lndeoendent Director

Mr. Sushil Kapadia - - - - -

Mr. Manish Kumar# - - - - -

• Excludes Directorships/Chairpersonships in Associations, Private Limited Companies, Foreign Companies, Government Bodies,Companies registered under Section 8 oftheActandAltemate Directorships .

.. Only Audit Committee and Stakeholders Relationship Committee of Indian Public Companies have been considered for committee

positions.# With effect from 30-03-2019, Mr. Manish Kumar resigned from the Company and to fill the vacancy caused due to his resignation,

Board appointed Mr. Nilesh Panpaliya (DIN:08499844) as Additional Independent Directorw.e.f03rd July, 2019.

.................................................................................. 45 ANNUAL REPORT 2018-19 ··················································································


d) Disclosure of relationships between Directors inter-se:

Mr. Virender Kumar Agarwal, Chairman & Managing Director and Mrs. Seema Agarwal, Joint ManagingDirector are husband and wife. Mr. Mayank Agarwal, Whole-time Director is son of Mr. Virender Kumar

Agarwal and Mrs. Seema Agarwal.

No other Directors of the Company are related to each other.

e) Shareholding of Non-executive Directors:

Non-executive Directors does not hold any shares in the Company. The Company has not issued any

convertible instruments.

f) Familiarization program for Independent Directors:

The Directors are from time to time provided with necessary documents/brochures, reports and internal

policies to enable them to familiarize themselves with the Company's procedures and practices. The

Independent Directors have been familiarized with the Company, their roles and responsibilities in the

Company, nature of the Industry in which the Company operates, business model of the Company etc.

Web link giving the details of familiarization program imparted to Independent Directors is

http://www.suryaamba.com/investors/policies/.

g) Skills, Expertise and Competencies of the Board:

The following is the list of core skills I expertise I competencies identified by the Board of Directors as requiredin the context of the Company's business and thatthe said skills are available with the Board Members:

i. Knowledge on Company's businesses, policies and culture (including the Mission, Vision and Values)major risks I threats and potential opportunities and knowledge of the industry in which the Companyoperates;

ii. Behavioral Skills - attributes and competencies to use their knowledge and skills to function well as team

members and to interact with key stakeholders;iii. Strategic thinking and decision making;iv. Financial Skills;v. Technical/Professional skills and specialized knowledge to assist the ongoing aspects of the business.

h) Independent Directors:

The Company has received declarations on criteria of Independence as prescribed in Section 149(6) of the

Companies Act, 2013 ("Act") and Regulation 16 (1) (b) of the Listing Regulations from the Directors of the

Company who have been classified as Independent Directors.

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The Board confirms that the Independent Directors fulfill the conditions specified in Section 149 of the Act and

Regulation 16( 1 )(b) of the Listing Regulations and are independent of the management.

During the year, Mr. Manish Kumar resigned from the Board of Directors of the Company, effective 30th March,

2019, due to personal reasons & confirmed being no other material reason for resignation.

Separate Meeting of Independent Directors:

During the year, a separate meeting of Independent Directors was held on 14.02.2019 without the presenceof other directors or management representatives, to review the performance of Non-Independent Directors,the Board and the Chairperson of the Company and to assess the quality, quantity and timeliness of flow of

information between the management and the Board.

3. AUDIT COMMITTEE

Terms of reference:

The Audit Committee functions in accordance with Section 177 of the Act, Regulation 18 of the ListingRegulations, the terms of reference for the Audit Committee of Directors are as under:

i. Oversight of the listed entity's financial reporting process and the disclosure of its financial information to

ensure that the financial statement is correct, sufficient and credible;

ii. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

iv. Reviewing, with the management, the annual financial statements and auditor's report thereon before

submission to the board for approval, with particular reference to:

• matters required to be included in the director's responsibility statement to be included in the board's

report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;• changes, if any, in accounting policies and practices and reasons for the same;

• major accounting entries involving estimates based on the exercise of judgment by management;• significant adjustments made in the financial statements arising out of audit findings;• compliance with listing and other legal requirements relating to financial statements;

• disclosure of any related party transactions;

• modified opinion(s) in the draft audit report;

v. Reviewing, with the management, the quarterly financial statements before submission to the board for

approval;vi. Reviewing, with the management, the statement of uses I application of funds raised through an issue

(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than

those stated in the offer document I prospectus I notice and the report submitted by the monitoringagency monitoring the utilization of proceeds of a public or rights issue, and making appropriaterecommendations to the board to take up steps in this matter;

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vii. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit

process;viii. Approval or any subsequent modification of transactions of the listed entity with related parties;ix. Scrutiny of inter-corporate loans and investments;

x. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

xi. Evaluation of internal financial controls and risk management systems;xii. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the

internal control systems;xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure coverageand frequency of internal audit;

xiv. Discussion with internal auditors of any significant findings and follow up there on;

xv. Reviewing the findings of any internal investigations by the internal auditors into matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reportingthe matter to the board;

xvi. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as

well as post-audit discussion to ascertain any area of concern;

xvii. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,shareholders (in case of non-payment of declared dividends) and creditors;

xviii. To review the functioning of the whistle blower mechanism;xix. Approval of appointment of chief financial officer after assessing the qualifications, experience and

background, etc. of the candidate;

xx. Authority to review I investigate into any matter covered by Section 177 of the Companies Act, 2013 and

matters specified in Part C of Schedule II of the Listing Regulations.

Composition, Meetings and Attendance during the year:

The Audit Committee of the Company is constituted in accordance with the provisions of Regulation 18 of the

Listing Regulations and the provisions of Section 177 of the Act. The members of the Committee are

financially literate with Mr. Amit Goel a, Chairperson of the committee.

During the year under review, four (4) meetings of the Audit Committee were held on 29th May, 2018, 11111

August, 2018, 12th November, 2018 and 14thFebruary, 2019. The composition of the Audit Committee and

particulars of attendance by the members at the meetings of the Committee held in financial year 2018-19 are

given below:

Sr. No. Name of the Member Designation Category Number of Meetingsattended

I Mr. Amit Goela Chairman Non-Executive, Independent Director 4

II Mrs. Seema Agarwal Member Executive Director 4

Ill Mr. Sushil Kapadia Member Non-Executive, Independent Director 4

The gap between two Audit Committee Meetings did not exceed 120 days.

.................................................................................. 48 ANNUAL REPORT 2018-19 .


4. NOMINATION AND REMUNERATION COMMITTEE

Terms ofreference:

In accordance with the provisions of the Companies Act, 2013 and Listing Regulations, the terms of reference

for the Nomination and Remuneration Committee ('NRC') of Directors are as under:

i. Fonnulation of the criteria for detennining qualifications, positive attributes and independence of a

Director and recommend to the Board of Directors a policy relating to the remuneration of the directors,key managerial personnel, employees and senior management.

ii. specify the manner for effective evaluation of performance of Board, its Committee and individual

Directors;iii. Devising a policy on diversity of Board of Directors;iv. Identifying persons who are qualified to become Directors and who may be appointed in senior

management in accordance with the criteria laid down, and recommend to the Board their appointmentand removal;

v. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the

report of performance evaluation of Independent Directors;vi. The remuneration Policy is directed towards rewarding performance, based on review of achievements

periodically and is in consonance with the existing industry practice. The key factors considered in

fonnulating the remuneration under Policy are as under:

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate

Directors to run the Company successfully;b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

and

c) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance

between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the

working of the Company and its goals.

vii. Such other terms as may be required under the Companies Act, 2013 or the Listing Regulations.Composition, Meetings and Attendance during the year:

The NRC is constituted in accordance with the provisions of Regulation 19 of the Listing Regulations and the

provisions of Section 178 (1 ) of the Act.

During the year under review the NRC met one time on 20thJuly, 2018.

The composition of the NRC and particulars of attendance by the members at the meetings of the Committee

held in financial year 2018-19 are given below:



II Mr. Sushil Kapadia Member Non-Executive, Independent Director 1

Ill Mr. Manish Kumar" Member Non-Executive, Independent Director 1

$ Mr. Manish Kumar resigned & ceased to be member of the committee w.e.f 30.03.2019 and Mr. Nilesh Panpaliyaappointed as an Additional Independent Director and member of the Nomination & Remuneration Committee w.e.f03.07.2019.

·················································································· 49 ANNUALREPORT2018-19 ··················································································


Remuneration of Directors

The remuneration of Executive Directors comprises of salary, perquisites & allowances, and other benefits.

During the year under review no commission was paid on the net profits of the Company.

Non-Executive Independent Directors are only paid sitting fees for attending Board and Board Committee

meetings of which they are members. None of the Non-Executive Directors held any shares in the Company.

The pecuniary relationships/transactions of the non-executive Directors and details of remuneration paid to

Managerial Personnel during the FY 2018-19 is as below:(? in lakhs)

Name of the Salary& Contribution to Sitting Fees Commission Total No. of shares

Director perquisites PF held

Mr. Virender Agarwal 28.00 2.01 - - 30.01 1206191

Mrs. Seema Agarwal 22.56 1.73 - - 24.29 642250

Mr. Mayank Agarwal 17.86 1.37 - - 19.23 270997

Mr. Amit Goela - - 0.25 - 0.25 -

Mr. Sushil Kapadia - - 0.25 - 0.25 -

Mr. Manish Kumar - - 0.19 - 0.19 -

The Nomination and Remuneration Policy of the Company can be accessed at the Company's website at the

link http://www.suryaamba.com/investors/policies/.Notes:

a) The Company has not issued any Stock options.b) There were no service contracts/ Agreements with our Directors.

c) None of our Directors is eligible for severance pay.

d} The terms and conditions with regard to appointments Managing Directors and Executive Directors are

contained in the respective resolutions passed by the Board or Members in their respective meetings.There is no severance fees.

Performance evaluation criteria for Independent Directors

Performance evaluation of Independent Directors was done by the entire Board, excluding the IndependentDirector being evaluated, on the basis offollowing evaluation criteria:

• Relevant Knowledge, Expertise and Experience.• Devotion of time and attention to your Company's long term strategic issues.

• Addressing the most relevant issues for your Company.• Discussing and endorsing your Company's strategy• Professional Conduct, Ethics and Integrity.• Understanding of Duties, Roles and Function as Independent Director.

·················································································· 50 ANNUAL REPORT 2018-19 .


STAKEHOLDERS RELATIONSHIP COMMITTEE

Terms of Reference:

In accordance with the provisions of the Companies Act, 2013 and Listing Regulations, the terms of reference

for the Stakeholder's Relationship & Investors' Grievances Committee of Directors are as under:

i. Resolving the grievances of the security holders of the listed entity including complaints related to

transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of

new/duplicate certificates, general meetings etc.;ii. Review of measures taken for effective exercise of voting rights by shareholders;iii. Review of adherence to the service standards adopted by the listed entity in respect of various services

being rendered by the Registrar & Share Transfer Agent;iv. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of

unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices bythe shareholders of the company; and

v. Such other terms as may be required under the Companies Act, 2013 or Listing Regulations

Composition, Meetings and Attendance during the year:

The Stakeholders Relationship Committee comprises of 2 Independent Directors and 1 Executive Director,with Mr. Amit Goel a, Non-Executive and Independent Director heading the committee.

During the year under review, four (4) meetings of the Stakeholders Relationship Committee were held on 29th

May,2018, 11th August,2018, 12thNovember, 2018and 14thFebruary,2019.

The composition of the Stakeholders Relationship Committee and particulars of attendance by the members

at the meetings of the Committee held in financial year 2018-19 are given below:



II Mrs. Seema Agarwal Member Executive Director 4

Ill Mr. Sushil Kapadia Member Non-Executive, Independent Director 4

Name and designation of Compliance Officer:

Ms. Deepa Dudani, Company Secretary and Compliance Officer of the Company.

Details of shareholders' complaints received during the financial year 2018-19 and status thereof

Number of pending complaints at the beginning of the financial yearNumber of complaints received during the financial yearNumber of complaints resolved during the financial yearNumber of complaints pending at the end of the financial yearNumber of complaints not solved to the satisfaction of shareholders

0

4

4

0

0

.................................................................................. 51 ANNUAL REPORT 2018-19 ··················································································


5. GENERAL BODY MEETINGS

Details of last three Annual General Meetings held:

Year Day& Date Time Venue No. of SpecialResolution Passed

2017-18 Friday, 24m August, 2018 11:30AM D & J Grande Hotel, 4-3-51/C, K.S. Lane, 2

Hanuman Tekdi, Sultan Bazar,

Hyderabad-5000952016-17 Saturday, 02"0 September, 11:30AM D & J Grande Hotel, 4-3-51/C, K.S. Lane, -

2017 Hanuman Tekdi, Sultan Bazar,

Hyderabad-5000952015-16 Friday, 05m August, 2016 11:30AM Kamat Lingapur Hotel, 1-10-44/2, Chikoti 1

Gardens, Begumpet, Hyderabad- 500016

Postal Ballot :

During the year under review, no resolution was put through by Postal Ballot. Further, no special resolution is

being proposed to be passed through Postal Ballot.

Person who conducted the postal ballot exercise: NA

Procedure for postal ballot- Does not arise.

MEANS OF COMMUNICATION

The quarterly and annual financial results are forthwith uploaded on the designated portals of the Stock

Exchanges where the Company's shares are listed viz., BSE Online Portal of BSE Limited (BSE).

The results are also published within 48 hours in Business Standard (English Newspaper) and Nava

Telangana (Telugu Newspaper) and also displayed on the Company's website www.suryaamba.com.

Material events or information as detailed in Regulation 30 of the Listing Regulations are uploaded on portalof BSE Limited.

The Company's website has "Investor Relations" section where all disclosures and communications are

displayed.

Letters and Reminders to Shareholders:

Updation of PAN and Bank details: Pursuant to circular issued by SEBI on 20th April, 2018, the Company had

sent letters and reminders to shareholders holding shares in physical form for updation of PAN and Bank

account details with the Company/its RTA.

Dematerialisation of shares: The Securities and Exchange Board of India also issued Circulars during the

year thereby mandating transfer of securities only in electronic form effective 1st April, 2019. Pursuant

thereto, the Company sent letters and reminders to those shareholders holding shares in physical form

advising them to dematerialize their holding.

During the year under review, no presentations were made to investors or analyst and no official news

releases were made. Management Discussion and Analysis Report forms a part of Annual Report.

·················································································· 52 ANNUAL REPORT 2018-19 .


6. GENERAL SHAREHOLDER INFORMATION

Annual General Meeting:

Day & Date

Time

Venue

Financial Year

Date of Book

Closure

Dividend Payment Date

Listing on Stock Exchanges:

Monday, 19111August, 2019

10.30A.M.

Kamat Lingapur Hotel, 1-10-44/2, Chikoti Garden Road, Old Patigadda,Chikoti Gardens, Begumpet, Hyderabad, Telangana 500016, India

1st April - 31st March

10thAugust, 2019 to

19thAugust, 2019

Within the statutory time limit of 30 days, subject to Members' approval

The Company's Equity Shares are listed on the BSE Limited (BSE), Pheroze Jeejeebhoy Towers, Dalal

Street, Fort, Mumbai - 400 001.

BSE Stock Code: 533101

ISIN: INE360J01011

The Company has paid the Annual Listing Fees to the BSE Limited for the financial year 2018-19 and

financial year 2019-20.

The Securities of the Company have not been suspended from trading during the financial year 2018-19.

Market Price Data of Equity Shares:

Monthly High & Low during the financial year 2018-19 at BSE.

Month

April, 2018

May, 2018

June,2018

July, 2018

August, 2018

September, 2018

October, 2018

November, 2018

December, 2018

January, 2019

February, 2019

March, 2019

High {f) Low {f)75.45 66.10

91.30 61.00

92.00 68.05

114.80 70.20

136.50 84.05

90.40 72.20

74.00 59.10

74.00 65.20

76.95 61.00

73.00 61.10

70.70 54.20

I71.50 60.00

Source: Respective Website of BSE.

·················································································· 53 ANNUAL REPORT 2018-19 ··················································································


The market share price data in comparison to broad based indices like BSE Sensex in FY 2018-19 are givenbelow:

? -

Month Suryaamba's BSE Sensex

closingprice at BSE

April, 2018 70.50 35,160.36

May, 2018 77.70 35,322.38

June,2018 79.85 35,423.48

July, 2018 107.45 37,606.58

August, 2018 87.05 38,645.07

September, 2018 72.20 36,227.14

October, 2018 71.00 34,442.05

November, 2018 70.50 36,194.30

December, 2018 66.00 36,068.33

January, 2019 65.00 36,256.69

February, 2019 63.70 35,867.44

March, 2019 65.65 38,672.91

Registrar & Share Transfer Agents:

Members may correspond with the Company's RTA, quoting their folio numbers/ DP ID and Client ID at the

following addresses:

Karvy Fintech Private Limited

Karvy Selenium Tower B, Plot No.31 & 32, Gachibowli, Financial District, Nanakaramguda, Serilingampally,Hyderabad- 500 032.

Toll free No.: 18003454001, Ph. No. 040-67161606

E-mail: [email protected]: www.karvyfintech.com

Share Transfer System:

Share transfer and related operations for the Company, is conducted by M/s. Karvy Fintech Private Limited

which is registered with SEBI as a Category 1 registrar. Share transfer is normally affected within maximum

period of 30 days from the date of receipt, ifall the required documents are submitted

Effective 1 .. April, 2019, SEBI has amended Regulation 40 of the Listing Regulations, which deals with

transfer or transmission or transposition of securities. According to this amendment, the requests for effectingthe transfer of listed securities shall not be processed unless the securities are held in dematerialised form

with a Depository. Therefore, for effecting any transfer, the securities shall mandatorily be required to be in

dematform.

·················································································· 54 ANNUAL REPORT 2018-19 .


Pursuant to Regulation 40(9) of the Listing Regulations, certificates, on half yearly basis have been issued bya Company Secretary in- Practice for due compliance of share transfer formalities by the Company and

quarterly the Company and a quarterly Reconciliation of Share Capital Audit, to reconcile the total admitted

capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited

(CDSL) and the total issued and listed capital. The audit confirms that the total issued/ paid-up capital is in

agreement with the aggregate of the total number of shares in physical form and the total number of shares in

dematerialized form (held with NSDL and CDSL).

Dematerialisation of Equity Shares:

Electronic holding by Members comprises 98.08 % of the paid up Equity Capital of the Company as on 3111

March, 2019 held through National Securities Depository Limited and Central Depository Services (India)Limited.

Outstanding ADR/GDR:

The Company does not have any outstanding global depository receipts or American depository receipts or

warrants or any convertible instruments.

Commodity Price risk or Foreign Exchange risk and hedging activities:

The Company has adequate risk assessment and minimisation system in place including foreign exchange.The foreign exchange risk is managed through the hedging strategy of the Company which is reviewed

periodically. For the year under review, Company does not have material exposure of any commodity and

accordingly, no hedging activities for the same is carried out.

Distribution of Shareholding as on 31"1March,2019:

Range *No. of Holders % No. of Shares %

upto 1- 5000 3005 93.32 264506 9.02

5001-10000 111 3.45 84593 2.89

10001- 20000 57 1.77 84446 2.88

20001-30000 14 0.43 37385 1.28

30001-40000 9 0.28 32702 1.12

40001-50000 3 0.09 13800 0.47

50001-100000 6 0.19 49509 1.69

100001 & above 15 0.47 2365003 80.66

Total 3220 100.00 2931944 100.00

·················································································· 55 ANNUAL REPORT 2018-19 ··················································································


Shareholding Pattern as on March 31, 2019:

Category of Shareholders *No. of Holders No. of Shares % to Equity CapitalPromoters & Promoter Group 7 2163427 73.79

Mutual Fund 2 64 0.00

Financial Institutions and Banks 3 870 0.03

Resident Individuals including HUF 2841 731500 24.95

Bodies Corporate 55 19795 0.68Non Resident Individuals 11 8557 0.29

NRI Non-Repatriation 7 731 0.02

Others (Clearing Members I NBFC) 2 7000 0.24

Total 2928 2931944 100.00

*The difference in total number of shareholders is due to elimination of number of shareholders holding equity shares in the Company,having multiple folio I demat account with same IT PAN. As per SE Bi's directions, RTA provide shareholding pattern to listed entity on

quarterly basis, after clubbing and eliminating folio/ demat account with same PAN.

Credit rating:

During the financial year 2018-19, India Ratings and Research (Ind-Ra) has assigned Company a Long Term

Issuer Rating of'IND BBB'. The instrument wise rating actions are given below:

Instrument Type Size of Issue (million) Rating/ Outlook

Fund based working capital limit INR 215 IND BBB/ Stable

Term loan INR 145.2 IND BBB/ Stable

Non Fund based working capital limit INR 42.3 INDA3+

Unclaimed Dividend I Shares:

As per the provisions of Section 124 of the Companies Act, 2013, the Company is required to transferunclaimed dividends, matured deposits and interest accrued thereon remaining unclaimed and unpaid for a

period of seven years from the due date to the Investor Education and Protection Fund (IEPF) set by the

Central Government.

Given below are the due dates for transfer of unclaimed and unpaid dividend to the Investors Education &

Protection Fund (IEPF) by the Company:

Financial Year Date of Declaration of Dividend Proposed Date for transfer to IEPF

2011-2012 NA NA

2012-2013 11 ui September, 2013 16ui October, 2020

2013-2014 09ui August, 2014 14'" September, 2021

2014-2015 zs" September, 2015 30'" October, 2022

2015-2016 05"' AU!lUSt, 2016 09"' September, 2023

2016-2017 02"" September, 2017 07"' October, 2024

2017-2018 24"' Auaust, 2018 28"' September, 2025

During the year under review, the Company has transferred Unclaimed Dividend of? 1,50,850 to Investor Education

and Protection Fund which was declared in FY 2010-11.

·················································································· 56 ANNUAL REPORT 2018-19 .


Mandatory Transfer of Shares to Demat Account of Investors Education and Protection Fund

Authority (IEPFA) in case of unpaid/ unclaimed dividend on shares for a consecutive period of seven

years-

In terms of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and

Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to

time) (IEPF Rules) shares on which dividend has not been paid or claimed by a shareholder for a period of

seven consecutive years or more shall be credited to the DematAccount of Investor Education and Protection

Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Upontransfer of such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also be credited to

such DematAccount and the voting rights on such shares shall remain frozen till the rightful owner claims the

shares.

Shares which are transferred to the DematAccount of IEPFAcan be claimed back by the shareholders from

IEPFAbyfollowing the procedure prescribed under the aforesaid rules.

The Company has sent out individual communication to the concerned Members whose shares are liable to

be transferred to IEPFA, to take immediate action in the matter. As required under the IEPF Rules, the

Company has also published a Notice informing the Members' who have not claimed their dividend for a

period of 7 years to claim the same from the Company before they are transferred to IEPFA.

Therefore, it is in the interest of shareholders to regularly claim the dividends declared by the Company.

Details with respect to Demat Suspense Account I Unclaimed Suspense Account: NA.

Plant location:

Survey No. 300, Nayakund, Parseoni Road, Dist. Nagpur-441105, Maharashtra.

Address for correspondence:For any queries relating to shares, dematerlisation of shares, etc. please contact Company's RTA,details mentioned above in General Shareholder Information Section.

For other matters related to Dividend I Annual Report I Grievances:-

Company Secretary, Suryaamba Spinning Mills Limited, Surya Towers, 1 •1 Floor, 105,Sardar Patel Road, Secunderabad - 500003.

Tel.No. 040 27813360, E-mail: [email protected]

·················································································· 5 7 ANNUAL REPORT 2018-19 ··················································································


OTHER DISCLOSURES:

1. Related party transaction:

All transactions entered into by the Company with related parties as defined under the Companies Act, 2013

and the Listing Regulations, during the Financial Year2018-19 were in the ordinary course of business and on

arm's length pricing basis. There were no materially significant transactions with the related parties during the

Financial Year which were in conflict with the interest of Company.

Necessary disclosures as required under the Accounting Standards have been made in Note 31 of the

Financial Statements. The Board has approved a policy on materiality of related party transactions and on

dealing with related party transactions and the same is disclosed on the website of the Company at the link

http://www.suryaamba.com/investors/policies/

2. Details of non-compliance by the Company, penalties, strictures imposed on the Company byStock Exchanges or SEBI or any statutory authority, on any matter related to capital markets duringthe last three years:

A penalty off 25,000 under Section 15A (a) and f 25,000 under section 15 C of the SEBI Act, 1992 was

imposed by SEBI on 30.09.2015.

3. Whistle Blower Policy

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for

reporting illegal or unethical behavior including actual or suspected leak of unpublished price sensitive

information. The policy provides a mechanism for employees and Directors to report their concerns about

unethical behavior, actual or suspected fraud or violation of Company's code of conduct and providessafeguards against victimisation of employees who avail the mechanism.

No personnel was denied access to the Audit Committee.

The whistle Blower policy can be accessed at http://www.suryaamba.com/investors/policies/

4. Details of Compliance with Mandatory requirements and adoption of Non-mandatory I

discretionary requirements:

The Company has complied with all the mandatory requirements of the Listing Regulations.

Discretionary requirements as specified in Part E of the Schedule II of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015.

a. The Board - Chairman's Office

.................................................................................. 58 ANNUAL REPORT 2018-19 ·················································································


The Chairman of the Company is an Executive Director and hence this clause is not applicable.

b. Shareholders rights

As the Company's quarterly and half yearly financial results are published in the English newspaper

(Business Standard) and in a Telugu newspaper (Nava telangana) and also hosted on the website of the

Company, the same are not sent separately to the shareholders of the Company.

c. Audit Qualifications

During the year under review, there is no audit qualification in your Company's financial statements.

Reporting of Internal Auditor

The Internal Auditors of the Company report to the Audit Committee.

5. During the financial year under review, the Company does not have any material listed and unlisted

subsidiary company (ies) as defined in the Listing Regulations.

6. Details of utilisation offunds :

The Company has not raised any funds through preferential allotment or qualified institutions placement.

7. Certificate from Company Secretary in practice:

A Certificate from Mrs. Aarju Agrawal, Practicing Company Secretary is attached (which forms integral part of

this report) confirming that none of the directors on the board of the company have been debarred or

disqualified from being appointed or continuing as directors of companies by the Board I Ministry of CorporateAffairs or any such statutory authority.

8. Recommendation by committee :

There was no such instance during FY 2018-19 when the board had not accepted any recommendation of

any committee of the board.

9. Fees paid to Statutory Auditor:

Total fees for all services paid by the Company to Mis. S. Venkatadri & Co., Statutory Auditor of the Companyis given below: (there are no subsidiaries, network firm /network entity of which the Statutory Auditor is a part)

- -

Payment to Statutory Auditors FY 2018-19

StatutoryAudit Fees i 1.25 lakhs

Tax Audit Fees f 0.25 lakhs

Total i 1.50 lakhs

.................................................................................. 59 ANNUAL REPORT 2018-19 .


10. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition

and Redressal)Act, 2013:

Number of complaints filed during the financial year2018-19: 0

Number of complaints disposed of during the financial year 2018-19: 0

Number of complaints pending as atthe end of the financial year 2018-19: 0

11. Disclosure of Non-Compliance with Corporate Governance Requirement:

There is no Non-Compliance of any requirement of Corporate Governance Report of sub-para (2) to (10) of

the Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Compliances:

Your Company has complied with all the mandatory requirements specified in Regulations 17 to 27 and

clauses (b) to (i) of sub - regulation (2) of Regulation 46 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, relating to Corporate Governance.

13. Policies and Code under SEBI (Prohibition of Insider Trading) Regulations, 2015.

Pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Board of Directors of

the Company have adopted Code of Conduct for Prevention of Insider Trading and Fair disclosure of

unpublished price sensitive information and Policy for Determination of Legitimate Purposes & Procedures

for inquiry in case of Leak or Suspected Leak of Unpublished Price Sensitive Information. The Code & Policycan be accessed at Company's website http://www.suryaamba.com/investors/policies/.

14. MD I CFO Certification:

The Managing Director (MD) and Chief Financial Officer (CFO) have issued certificate pursuant to the

provisions of Regulation 17(8) of the Listing Regulations, certifying that the financial statements do not

contain any materially untrue statement and these statements represent a true and fair view of the

Company's affairs. The said certificate is annexed and forms part of the Annual Report.

15. Certificate on Corporate Governance

A Compliance certificate from M/s S. Venkatadri & Co., Statutory Auditors pursuant to Schedule V of the

Listing Regulations regarding compliance of conditions of corporate governance is annexed and forms part of

this Annual Report.

16. Code of Conduct:

The Company has framed and adopted a Code of Conduct for the members of the Board and the Senior

Management ("the Code") in terms of requirements of the Listing Regulations.

·················································································· 60 ANNUAL REPORT 2018-19 .


The Code has been circulated to all the members of the Board and Senior Management and the same is also

posted on the Company's website at www.suryaamba.com. The Code lays the general principles designed to

guide all Directors and members of the Senior Management for ethical conduct of business and complianceof laws.

All Directors and members of the Senior Management have affirmed their adherence to the provisions of the

Code. A declaration to that effect signed by the Managing Director is given below:

Declaration by the MD on Code of Conduct as required by Schedule V of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I, Virender Kumar Agarwal, Managing Director of the Company hereby declare that all the members of Board

of Directors and Senior Management Personnel have affirmed compliance with Code of Conduct, as

applicable to them, in respect of the financial year 2018-19.

For Suryaamba Spinning Mills Limited


Vi render Kumar AgarwalManaging Director

(DIN 00013314)

PRACTISING COMPANY SECRETARY'S CERTIFICATE ON BOARD OF DIRECTORS

To,The Members

SURYAAMBASPINNING MILLS LIMITED

1st Floor, Surya Towers, 105, SP Road,Secunderabad, Telangana, 500003.

In pursuance of sub clause (i) of clause 10 of Part C of Schedule V ofThe Securities Exchange Board of India

(SEBI) (Listing Obligations and Disclosure Requirement) Regulations, 2015; (LODR) in respect of

SURYAAMBASPINNING MILLS LIMITED bearing CIN: L 19100TG2007PLC05383 (Hereinafter called "the

Company"), I hereby certify that:

On the basis of the written representation/declaration received from directors and taken on record by the

Board of Directors, as on March 31, 2019, none of the directors on the Board of the Company have been

debarred or disqualified from being appointed or continuing as director of the companies by the Securities

Exchange Board of India (SEBI) /Ministry of Corporate Affairs or any such statutory authority.


·--------------------------- 61

ForAarjuAgrawal &Associates

Practicing Company SecretaryCSAarjuAgrawalM. No: A42507

C. P. No: 15770

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AUDITOR'S CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE

GOVERNANCE

To,

The Members of

SURYAAMBASPINNING MILLS LIMITED

This report contains details of compliance of conditions of Corporate Governance by Suryaamba SpinningMills Limited ('the Company') for the year ended 3181March, 2019 as stipulated in regulations 17-27, clause

(b) to (i)of regulation 46 (2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board

of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations')pursuant to the ListingAgreement of the Company with Stock Exchanges.

Management's Responsibility for compliance with the conditions of Listing Regulations

1. The compliance with the terms and conditions contained in the corporate governance is the responsibilityof the Management of the Company including the preparation and maintenance of all relevant supportingrecords and documents.

Auditor's Responsibility2. Our examination was limited to 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 opinion on the financial statements of the Company.

3. Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide a reasonable

assurance whether the Company has complied with the conditions of Corporate Governance as

stipulated in Listing Regulations for the year ended 31 s1 March, 2019.

Opinion4. In our opinion, and to the best of our information and according to explanations given to us, we certify that

the Company has complied with the conditions of Corporate Governance as stipulated in the above

mentioned Listing Regulations.

5. We 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.

For S. Venkatadri & Co.,Chartered Accountants

Firm's Regn No. 0046145

Place: HyderabadDate : May 30, 2019

K.SRINIVASARAO

Partner

M.No. 201470

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CEO/CFO CERTIFICATION IN RESPECT OF FINANCIAL STATEMENTS

[(Pursuant to regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements),Regulations, 2015

For the Financial Year ended 31"1March, 2019.]

We, Virender Kumar Agarwal, Managing Director and Gajanan Chhawsaria, CFO of Suryaamba SpinningMills Limited hereby certify that:

a. We have reviewed the financial statements and the cash flow statements for the year ended 3181March,2019 and certifythatto the best of our knowledge and belief;

i. These statements do not contain any materially untrue statement nor omit any material fact not contain

statements that might be misleading; and

ii. These statements together present a true and fair view of the Company's affairs and are in compliancewith the existing accounting standards, applicable laws and regulations.

b. There are, to the best of our knowledge and belief, no transactions entered into by the Company duringthe year, which are fraudulent, illegal or violative of the Company's code of conduct;

c. We accept responsibility for establishing and maintaining internal controls in the Company and that we

have evaluated the effectiveness of the internal control systems of the Company and we have disclosed

to the auditors and the audit committee, deficiencies in the design or the operation of internal controls, if

any, of which we are aware and the steps that we have taken or propose to take and rectify the identified

deficiencies

d. There have been no significant changes in the above mentioned internal controls over financial reportingduring the relevant period.

e. That there have been no significant changes in the accounting policies during the relevant period.

f. We have not noticed any significant fraud particularly those involving the, management or an employeehaving a significant role in the Company's internal control system over Financial Reporting.

Place: NagpurDate: May 30, 2019

Virender Kumar AgarwalManaging Director

DIN: 00013314

Gajanan Chhawsaria

Chief Financial Officer

PAN: ADSPC5511D

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

ECONOMY SCENARIO

India has emerged as the faster growing major economy in the world as per the Central Statistics

Organization (CSO) and International Monetary Fund (IMF). It is expected to be one of the top three economic

powers of the world over the next 10-15 years. In 2018, the global economy began its journey on a firm

footing with estimated global economic growth of 3.6%. During the second half of 2018, this rate of

development gradually declined, owing to impending US-China trade dispute and some slowdown across

developed markets. (Source: World Economic Outlook by International Monetary Fund (IMF).

The Indian economy is expected to improve and close the year 2019 with a GDP growth of 7 .3% (Source:IMF). Economic growth in India is expected to accelerate moderately to 7.5% in FY 2019-20, according to a

World Bank forecast, attributing it to an upswing in consumption and investment pick-up. Besides, it says that

the economy is regaining after a temporary slowdown due to demonetisation and the implementation of GST.

India will continue to retain its tag as the world's fastest-growing large economy and its growth outlook is still

robust.

INDUSTRYSTRUCTUREAND DEVELOPMENTS

The Indian Textile Industry is one of the largest and oldest industries in the country. The uniqueness of the

industry lies in its strength both in the organized and unorganized sector. The Industry holds a dominant

position in country's economic structure because of its huge contribution towards employment generation. It

is the second largest contributor towards employment generation, after agriculture, contributing 10% to the

country's manufacturing, owing to its labour-intensive nature. The Indian Textile Industry contributes

approximately 5 per cent to India's Gross Domestic Product (GDP), and 14 per cent to overall Index of

Industrial Production (IIP).

The domestic textile industry in India is estimated to reach$ 223 billion by 2021 from$ 150 billion in November

2017, while cotton production in India, as estimated, have reached 36.1 million bales in FY19. In FY19,

growth in private consumption is expected to create strong domestic demand for textiles. Exports have been

a core feature of India's textile sector. Indian textiles and apparel exports were estimated at $39 billion and is

expected are expected to increase to$ 82 billion by 2021.

The Ministry of Textiles is encouraging investments through increasing focus on schemes such as

Technology Up-gradation Fund Scheme (TUFS) under the Union Budget 2018-19, Rs 2,300 (US$ 355.27

mn) crore have been allocated for TUFS and Rs 30 crore (US$ 4.63 million) for the Scheme for IntegratedTextile Parks, under which there are 47 ongoing projects. The Government of India announced a SpecialPackage to boost exports by US$ 31 billion, create one crore job opportunities and attract investments worth

Rs 800.00 billion (US$ 11.93 billion) during 2018-2020. Rising government focus and introducing other

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favourable policies is leading to growth in the textiles and clothing industry. Under Union Budget 2019-20,Government of India allocated around Rs 5,831.48 crore (US$ 808.24 million) for the Ministry ofTextiles.

In line with the global trends and to remain competitive, your company continues to modernize, upgrade and

expand its capacities so that it remains globally competitive in terms of cost and quality.

OPPORTUNITIES AND THREATS

The world is looking at the India as suitable and reliable choice for their requirements of Garments. Global

economy has started recovering and provides a good opportunity to the Indian textile Industry to increase its

share in the Global Textile and Clothing. This is a huge opportunity and it must be availed by the Textile

Industry so that it can increase its share in the Global market. The tariff war between two largest economies of

the world- The USA and China is expected to have positive impact on India's textile exports. This provides a

huge opportunity to Indian Textile Industry to increase its share in the global exports.

India is competitively positioned in terms of low labour and power cost against most of the competingcountries. Blockage of capital due to slow refunds and slow down in the lending for fresh projects by the Bank

are cause of concern for the Textile Industry.

The raw cotton is the main Raw material and it is dependent on the Nature i.e. Good/Bad Monsoon.

availability of raw cotton at reasonable prices is crucial for the spinning Industry. Any significant change in raw

cotton prices can affect the performance of the Industry. The currency fluctuations are also impacting the

financial performance of the Textile Industry. The Government through its proposed new Industrial Policyshould support the industry by working out suitable strategies/ policies so that Textile Industry is able to

enhance its competitive advantage to achieve sustained growth in Exports as well as Domestic markets.

RISKAND CONCERNS

The primary raw material for the manufacturing of yarn is cotton which is an agriculture produce, its supplyand quality are subject to forces of nature i.e. Monsoon. Any increase in the prices of raw cotton will make the

things difficult for the Textile Industry resulting weak demand and thin margins. Thus availability of raw cotton

at the reasonable prices is crucial for the spinning industry. Indian Textile Industry continues to face stiff

competition from China, Bangladesh, Taiwan Sri Lanka and other emerging economies. The Spinningindustry being more capital intensive requires huge funds, long term as well as short term in the form of

working capital for its running. The high rate of interest is affecting the financial performance of the textile

industry.

In addition to the above, the other concerns like currency volatility, reduction in the duty drawback, highertransaction costs, high cost of labour, manpower retention, fluctuating prices of raw material, are posing a risk

to the growth of Indian Textile Industry.

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INTERNAL CONTROL SYSTEMSANDADEQUACY

The Company's internal control systems and procedures commensurate with the size and nature of its

operations. These systems are designed to ensure that all the assets of the Company are safeguarded and

protected against any loss and that all the transactions are properly authorized, recorded and reported.

In addition to Statutory Audit, Internal Audit is conducted by independent Chartered Accountants, on a

quarterly basis to examine, in addition to the financial controls, the adequacy and compliance with policies,plans and statutory requirements. The management duly considers and takes appropriate action on the

recommendations made by the statutory auditors, internal auditors and the independent Audit Committee of

the Board of Directors.

COMPANY'S PERFORMANCE REVIEW

Suryaamba Spinning Mills Limited is one of the well-known producers of synthetic blended yarn for over a

decade and a forward looking Company focused on building quality products and customer's satisfaction.

The Company's manufacturing Plant is located Mouza-Nayakund, near Ramtek, Nagpur, Maharashtra.

The Net Revenue of your Company increased 10.37% to ?16929.42 lakhs for the Financial Year 2018-19 is in

comparison to ?15338.38 lakhs in the previous year.

Your Company has earned a Profit before Tax of ?436.57 lakhs in comparison to ? 354.56 lakhs in the

previous year. The Company earned a profit after tax of ?375.14 lakhs in comparison to? 266.26 lakhs in the

previous year.

The production during the year was 1024 7 MTS in in comparison to 10539 MTS in previous year.The Company's Earning per share is? 11 .67 as compared to? 8.00 in the previous year.

OUTLOOK

Polyester has become the most preferred fiber in the textiles industry due to its better physical properties,lower price, versatility, and recyclability, which offer a completely unique set of benefits unmatched by anyother fibers. Polyester fiber has been segmented into apparel, home furnishing, automotive, construction,

filtration, and personal care and hygiene applications.

With the revival in demand, manmade fiber and yarn business is on a turnaround path. The revision in importduty, a positive approach for domestic polyester manufacturers. Further, Government's support to release

input Tax credit, a big blocker for working capital would help the industry. Moreover, China, the world's largestproducer of textile products, due to higher labour and energy cost facing trade deficit and which have

mitigated their international competitive advantage to some extent.

Sensing this opportunity, the Company focusses to expand its domestic markets and as well increase its

share in exports.

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Your Company sustained its production level. The changing market trends and emerging opportunities will be

met by developing production system based on cost efficiency, high Productivity, quality assurance, etc.

HUMAN RESOURCES

Management recognizes that employees represent our greatest capital assets and it is only throughmotivated, creative and committed employees that we can achieve our aims. The Company provides to its

employees favourable work environment that motivates performance and innovation while adhering to highdegree of quality and integrity. Assignment, empowerment and accountability is the cornerstone of all the

people led processes. The Company continuously nurtures this environment to keep its employees highlymotivated and result oriented. Industrial relations during the year continued to be cordial and the Company is

committed to maintain good industrial relations through effective communication. The total permanentemployee's strength of the Companywas923ason 31a1March,2019.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED

EXPLANATIONS THEREFOR

i. Debtors Turnover: Increased by 18.53%ii. Inventory Turnover: Reduced by 21.19%

iii. Interest Coverage Ratio: Increased by 13.33%

iv. Current Ratio: Reduced by 2.86%

v. Debt Equity Ratio: Reduced by 27 .08%

Explanation: Due to Reduction in borrowings.vi. Operating Profit Margin(%): Increased by 11.69%vii. Net Profit Margin(%): Increased by 32.03%

Explanation: Improved profitability due to better sales realisation.

DETAILS OF CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY

PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THEREOF:

There has been an increase in return on net worth by 13.06% in FY19 as compared to previous financial year,due to improved profitability.

ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Indian Accounting Standards

(Ind AS) specified under Section 133 of the Act, read with relevant rules thereunder. The SignificantAccounting Policies which are consistently applied have been set out in the notes to the financial statements.

Cautionary Statement

Though the statement and views expressed in the above said report are on the basis of best judgment but the

actual future results might differ from whatever is stated in the report. The Company takes no responsibility for

any consequence of decisions made based on such statements and holds no obligation to update these in

future. Readers are cautioned not to place undue reliance on these forward-looking statements that speakonly as of their dates.

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INDEPENDENT AUDITOR'S REPORT

TO THE MEMBERS OF,SURYAAMBASPINNING MILLS LIMITED

Report on the Ind AS Financial Statements

Opinion

We have audited the accompanying Ind AS financial statements of SURYAAMBA SPINNING MILLS

LIMITED ("the Company") which comprises the Balance Sheet as at March 31, 2019, the Statement of Profit

and Loss (including the Other Comprehensive Income), the Statement of Cash Flows and the Statement of

Changes in Equity for the year then ended, and notes to the financial statements, including a summary of

significant accounting policies and other explanatory information (hereinafter referred to as "the Ind AS

financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid

Ind AS financial statements give the information required by the Companies Act, 2013 ("the Act") in the

manner so required and give a true and fair view in conformity with the Indian Accounting Standards

prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015,as amended ("Ind AS"), and other accounting principles generally accepted in India, of the state of affairs of

the Company as at March 31, 2019, and its profit, total comprehensive income, its cash flows and the

changes in equity for the year ended on that date.

Basis of Opinion

We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditingspecified under section 143(10) of the Act ("SAs"). Our responsibilities under those standards are further

described in the Auditor's Responsibilities fortheAuditofthe Ind AS financial statements section of our report.We are independent of the Company in accordance with the Code of Ethics issued by the Institute of

Chartered Accountants of India ("ICAI")together with the ethical requirements that are relevant to our audit of

the Ind AS financial statements under the provisions of the Act and the Rules made thereunder, and we have

fulfilled our other ethical responsibilities in accordance with these requirements and the ICAi's Code of Ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion on the Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment were most of significance in or audit of

the Ind AS financial statements of the current period. These matters were addressed in the context of our

audit of the Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not providea separate opinion on these matters. We have determined the matters described below to be the key audit

matters to be communicated to our report.

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The Key Audit Matters


How was the matter addressed in our Audit

Revenue RecognitionRevenue is one of the key profit drivers and is

therefore susceptible to misstatements. Cut-off is

the key assertion in so far as revenue recognition is

concerned, since an inappropriate cut-off can

results in material misstatement of results for the

years.

Capital Work-in-Progress I Property, Plants and

Equipments

The Company had embarked on the project of

setting up and construction of Staff Quarter Buildingin the existing plant location of"Nayakund". Value of

such Building capitalized during the period is

t 54.15 Lakhs. The projects and buildings need to

be capitalized and depreciated once the assets are

ready for use as intended by the management.Inappropriate timing of capitalization of the projectand I or inappropriate classification of categories of

items of Property, Plants and Equipments could

results in material misstatement of Capital Work-in

Progress I Property, Plants and Equipments with a

consequents impact on depreciation charge and

results for the period.

Recoverability of Indirect Tax Receivables

As at March 31, 2019, Balances with Revenue

Authorities under the head of "Other Current

Assets" in respect of VAT Refund Receivables and

Goods and Service Tax Receivables amounting tot

109.81 Lakhs and t 135.21 Lakhs, which are

pending for assessments processes.

Our audit procedures with regards to revenue

recognition included testing controls, automated

and manual, around dispatches I deliveries,

inventory reconciliations and circularization of

receivable balances, substantive testing for cut-off

and analytical review procedures.

Our audit procedures included testing the design,implementation and operating effectiveness of

controls in respect of review of Capital Work-in

Progress, particularly in respect of timing of the

capitalization and recording of additions to items of

various categories of PPE with source

documentation, substantive testing of appro -

priateness of the Cut -off date considered for projectcapitalization.

We tested the source documentation to determine

whether the expenditure is of capital nature and has

been appropriately approved and segregated into

appropriate categories. We reviewed operatingexpenses to determine appropriateness of

accounting. Further, through sites visits, we

physically verified existence of Capital Work-in

Progress I Property, Plants and Equipments.

We have involved our internal experts to review the

nature of the amount recoverable, the sustainabilityand the likelihood of recoverability upon the final

resolution.

Information Other than the Financial Statements and Auditor's Report thereon

The Company's Board of Directors is responsible for the other information. The other information comprisesthe Board's Report, Report on Corporate governance and the Business Responsibility Report but does not

include the consolidated financial statements, standalone financial statements and our auditor's reportthereon.

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Our opinion on the Ind AS financial statements does not cover the other information and we do not express

any form of assurance conclusion thereon.

In connection with our audit of the Ind AS financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the Ind ASfinancial statements or our knowledge obtained during the course of our audit or otherwise appears to be

materially misstated. If, based on the work we have performed, we conclude that there is a material

misstatement of this other information; we are required to report that fact. We have nothing to report in this

regard.

Management's Responsibility for the Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the CompaniesAct, 2013 ("the Act") with respect to the preparation of these Ind AS financial statements that give a true and

fair view of the financial position, financial performance including the other comprehensive income, cash

flows and changes in equity of the Company in accordance with the accounting principle generally acceptedin India, including the Indian Accounting Standards specified under Section 133 of the Act, read with the

Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes

maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of

the assets of the Company and for preventing and detecting frauds and other irregularities; selection and

application of appropriate accounting policies; making judgments and estimates that are reasonable and

prudent; and design, implementation and maintenance of adequate internal financial controls, that were

operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the

preparation and presentations of the Ind AS financial statements that give a true and fair view and are free

from material misstatement, whether due to fraud or error.

In preparing the Ind AS financial statements, management is responsible for assessing the Company's abilityto continue as a going concern, disclosing, as applicable, matters related to going concern and using the

going concern basis of accounting unless management either intends to liquidate the Company or to cease

operations, or has no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Company's financial reporting process.

Auditor's Responsibility for the Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind AS financial statements as a whole

are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements

can arise from fraud or error and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of these Ind ASfinancial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Ind AS financial statements, whether due to

fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence

that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material

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misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve

collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit

procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also

responsible for expressing our opinion on whether the Company has adequate internal financial controls

system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and,based on the audit evidence obtained, whether a material uncertainty exists related to events or

conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we

conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to therelated disclosures in the financial statements or, if such disclosures are inadequate, to modify our

opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report.However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Ind AS financial statements, including the

disclosures, and whether the Ind AS financial statements represent the underlying transactions and

events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Ind AS financial a statement that, individually or in

aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Ind AS

financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i)planning the scope of our audit work and in evaluating the results of our work; and (ii)to evaluate the effect of

any identified misstatements in the Ind AS financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scopeand timing of the audit and significant audit findings, including any significant deficiencies in internal control

that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other matters

that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were

of most significance in the audit of the Ind AS financial statements of the current period and are therefore the

key audit matters. We describe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not

be communicated in our report because the adverse consequences of doing so would reasonably be

expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order'') issued by the CentralGovernment of India in terms of Sub - Section (11) of Section 143 of the Act, we give in the Annexure "A"

a statement on the matters specified in paragraph 3 and paragraph 4 of the said Order.

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2. As required by Section 143(3) of the Act, based on our audit, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as it

appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss including the other comprehensive income, the

Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in

agreement with the books of account;

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss including the Other ComprehensiveIncome, the Statement of Cash Flows and the Statement of Changes in Equity comply with the Indian

Accounting Standards specified under Section 133 of the Act, read with the Companies (IndianAccounting Standards) Rules, 2015, as amended;

e. On the basis of the written representation received from the directors as on March 31, 2019 taken on the

record by the Board of Directors, none of directors is disqualified as on March 31, 2019 from beingappointed as a director in term of Section 164(2) of the Act.

f. With respect to adequacy of the internal financial controls over financial reporting of the Company and the

operating effectiveness of such control, refer to our separate report in Annexure "B". Our reportexpresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal

financial controls over the financial reporting.

g. With respect to the other matters to be included in the Auditor's Report in accordance with the

requirements of Section 197(16)oftheAct, as amended;

In our opinion and to the best of our information and explanations given to us, the remunerations paid by the

Company to its directors during the reporting period is in accordance with the provision of Section 197 of

the Act.

h. With respect to the other matters to be included in the Independent Auditor's Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our

information and according to the explanations given to us;

(i) The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial

statements - 'Refer Note No. 33a'.

(ii) The provision has been made in Ind AS financial statements, as required under the applicable law or

Indian Accounting Standards, for material foreseeable losses, if any, on long - term contracts includingthe derivative contracts.

(iii) There has been no delay in transferring amounts, required to be transferred, to Investor Education and

Protection Fund by the Company.

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ANNEXURE 'A' TO THE INDEPENDENT AUDITOR'S REPORT

With reference to the Annexure referred to in Paragraph 1 under the heading "Report on the Other Legal and

Regulatory Requirements" of our report of even date to the members of SURYAAMBA SPINNING MILLS

LIMITED, on the INDAS Financial Statements for the year ended 3181March, 2019, we report that:

i) (a) The Company has maintained proper records showing the full particulars including quantitativedetails and situation affixed assets.

(b) As explained to us, the fixed assets have been physically verified by the management during the year in a

phased periodical manner, which in our opinion is reasonable, having regard to the size of the Companyand the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the

records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii) The inventory has been physically verified during the year by the management at reasonable intervals. In

our opinion, the frequency of verification is reasonable and adequate and no material discrepancies are

noticed during our audit.

iii) The Company has not granted any loans, secured or unsecured, to the companies, firms or other partiesare listed in the register maintained under section 189 of Companies Act, 2013. Hence, provision of

clause (iii)(a), (b) and (c) of the order are not applicable to the Company and hence not reported upon.

iv) In our opinion and according to the information and explanations given to us, Company has complied with

the provisions of Section 185 and 186 of Companies Act, 2013 in respect of grant of loans, makinginvestments and providing guarantees and securities, as applicable.

v) The Company has not accepted deposits from the public covered by the provision of Section 73 to

Section 76 of the CompaniesAct, 2013.

vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of

the Companies Act, 2013 for the products of Company. We have broadly reviewed the cost records

maintained by the Company pursuant to sub-section (1) of 148 of the Companies Act, 2013 and are of the

opinion that, prima facie, the prescribed accounts and records have been made and maintained. We

have however not made a detailed examination of the cost records with a view to detennine whether theyare accurate or complete.

vii) (a)According to the information and explanations given to us and based on the records of the Companyexamined by us, the Company is regular in depositing the undisputed statutory dues, including Provident

Fund, Employees' State Insurance, Income Tax, Custom Duty, Value Added Tax, Service Tax, Goods and

Service Tax and other material statutory dues, as applicable, with the appropriate authorities in India.

Excise Duty is not applicable to the Company for the current year.

·················································································· 7 3 ANNUAL REPORT 2018-19 ··················································································


(b) According to the information and explanations given to us and based on the records of the Companyexamined by us, there are no dues of Income Tax, Service Tax, Goods and Service Tax, Sales Tax,Customs Duty and Excise Duty which have not been deposited on account of any disputes.

viii) The Company has not defaulted in repayment of dues to its Bank in respect of loans taken by it. There

were no dues payable to any financial institution/s.

ix) The Company did not raise any money by way of initial public offer or further public offer (including debt

instruments) and term loans during the year. Accordingly, clause (ix)of the order is not applicable.

x) According to the information and explanation given to us, no fraud by the Company or on the Company byits officers or employees has been noticed or reported during the course of audit.

xi) According to the information and explanations given to us and based on our examination of the records of

the Company, the Company has paid/provided for Managerial Remuneration in accordance with the

requisite approvals mandated by the provision of the Section 197 read along with the Schedule V of the

Act.

xii) In our opinion and according to the explanations given to us, the Company is not a Nidhi Company.Accordingly, provisions of clause (xii)of the order are not applicable to the Company.

xiii) According to information and explanations given to us and based on our examination of the records of the

Company, transactions with the related parties are in compliance with Section 177 and Section 188 of the

Act where applicable and details of such transactions have been disclosed in the financial statements as

required by the applicable Standards.

xiv) According to the information and explanations given to us, the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures during the year.

xv) According to the information and explanations given to us and based on our examination of the records of

the Company, the Company has not entered into any non - cash transactions with the Directors or the

persons connected with him. Accordingly, provisions of clause (xv) of the Order are not applicable.

xvi) The Company is not required to be registered under Section 45-IAof the Reserve Bank of India Act, 1934.

For S. VENKATADRI & CO.

Chartered Accountants

FRN No. 004614S

Place : HyderabadDated: May 30, 2019

K. SRINIVASA RAO

Partner

Membership No. 201470

·················································································· 7 4 ANNUAL REPORT 2018-19 .


ANNEXURE 'B' to the Independent Auditor's Report of even date on the Financial Statements of

SURYAAMBA SPINNING MILLS LIMITED

Report on the Internal Controls on Financial Controls under Clause {i) of Sub - Section 3 of Section

143 of the Companies Act, 2013 {"the Act")

We have audited the internal financial controls over financial reporting of SURYMMBA SPINNING MILLS

LIMITED ("the Company") as of March 31, 2019 in conjunction with our audit of the financial statements of the

Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls

based on the internal control over financial reporting criteria established by the Company considering the

essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls

over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI"). These

responsibilities include the design, implementation and maintenance of adequate internal financial controls

that were operating effectively for ensuring the orderly and efficient conduct of its business, includingadherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds

and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable

financial information, as required under the CompaniesAct, 2013.

Auditors' Responslblllty

Our responsibility is to express an opinion on the Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of

Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing,issued by ICAI and prescribed under Section 143( 10) of the Companies Act, 2013, to the extent applicable to

an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both,issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance

about whether adequate internal financial controls over financial reporting were established and maintained

and if such controls operated effectively in all material respects.

Our audit involves perfonning procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness. Our audit of internal

financial controls over financial reporting included obtaining an understanding of internal financial controls

over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the

design and operating effectiveness of internal control based on the assessed risk. The procedures selected

depend on the auditors' judgment, including the assessment of the risks of material misstatement of the

financial statements, whether due to fraud or error.

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We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting principles including Ind AS. A

company's internal financial control over financial reporting includes those policies and procedures that (1)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are

recorded as necessary to permit preparation of Ind AS financial statements in accordance with generallyaccepted accounting principles including Ind AS, and that receipts and expenditures of the Company are

being made only in accordance with authorizations of management and Directors of the Company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or

disposition of the Company's assets that could have a material effect on the financial Statements.

Inherent Limitations of Internal Financial Controls over the Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to error or

fraud may occur and not be detected.Also, projections of any evaluation of the internal financial controls over

financial reporting to future periods are subject to the risk that the internal financial control over financial

reporting may become inadequate because of changes in conditions, or that the degree of compliance with

the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over

financial reporting and such internal financial controls over financial reporting were operating effectively as at

March 31, 2019, based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note on Audit of Internal

Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S. VENKATADRI & CO.


FRN No. 0046148

Place : HyderabadDated: May 30, 2019

K. SRINIVASA RAO

Partner


·················································································· 7 6 ANNUAL REPORT 2018-19 .


Balance Sheet As at 31st March 2019 (Figures In { Lakhs)

Particulars Notes As at 31st As At 31stMarch 2019 March 2018

ASSETS

1. NON-CURRENT ASSETS

(a) Property, Plant and Equipment 03 5,808.32 5,978.63(b) Intangible Assets - -

(c) Capital Work-in-Progress 04 - 29.83

(d) Financial Assets- Other Financial Assets 05 0.71 3.10

(e) Other Non-current Assets 06 143.96 174.72

Total Non-Currant Assets-

5,952.99--

_!;,186.28--

2. CURRENT ASSETS

(a) Inventories 07 1,516.80 1,743.24(b) Financial Assets

- Trade Receivables 08 1,580.94 1,209.33- Cash and Cash Equivalents 09A 16.53 8.99

- Other Balances with Bank 098 90.66 83.66

(c) Other Current Assets 06 621.46 692.15

Total Currant Assets 3,826.39 3,737.37TOTAL ASSETS 9,779.38 9,923.65

EQUITY AND LIABILITIES

EQUITY

(a) Equity Share Capital 10 293.19 293.19

(b) Other Equity 11 2,648.62 2,308.77Total Equity 2,941.81 2,601.96

--

LIABILITIES

1. Non-Currant Liabilities

(a) Financial Liabilities

- Borrowings 12 2,108.94 2,851.30- Other Financial Liabilities 13 0.64 3.00

(b) Long Term Provisions 14 414.74 427.50

(c) Other Non-Current Liabilities 15 115.53 -

(d) Deferred Tax Liabilities (Net) 16t------

443.65 470.24-?

Total Non-current llabllltles 3 083.50 3 752.04

2. CURRENT LIABILITIES

(a) Financial Liabilities

- Borrowings 17 1,732.04 1,857.14- Trade Payables 18 1,146.50 765.26

- Other Financial Liabilities 13 750.41 785.27

(b) Other Current Liabilities 15 23.15 45.87

(c) Short Term Provisions 14 87.86 84.55

(d) Current Tax Liabilities (Net) 19t-

14.11 31.56--

Total Current Llabllltles-

1_5_A.jl7_ ?§5TOTAL EQUITY AND LIABILITIES 9,779.38 9,923.65

SEEMAAGARWAL

JI.Managing DirectorDIN No: 01430206

DEEPA DUDANI

company Secretary

Place: NagpurDated: May 30, 2019

For and on behalf of the Board


G N CHHAWSARIAChief Financial Officer

VIRENDER KUMAR AGRAWALManaging DirectorDIN No: 00013314

SignificantAccounting Policies 1 & 2The accompanying notes are fonning integral part of the Financial StatementsAs per our report of even date attachedFor S. VENKATADRI & CO.Chartered AccountantsFRN No.: 004614S

K. SRINIVASARAOPartner

Membership No. 201470Place: HyderabadDated: May 30, 2019

·--------------------------- 77 ANNUAL REPORT 2018-19 ··················································································


Statement of Profit and Loss For the Year ended 31st March 2019 (Figures Int Lakhs)

Particulars Notes As at 31st As At 31stMarch 2019 March 2018

I. REVENUE

1 Revenue from Operations 20 16,783.33 I 15,212.852 Other Operating Revenue 21 82.89 81.02

3 Other Income 22 63.20 44.51

II. Total Income (1 TO 3) 16,929.42 15,338.38Ill. EXPENSES

1 Cost of Materials Consumed 23 10,416.66 9,364.412 Purchases of Stock-in-Trade - -

3 Changes in Inventories of Finished Goods, 24 149.44 (10.79)Work-in-Progress and Stock-in-Trade

4 Employee Benefits Expense 25 1,956.05 1,847.865 Other Expenses 26 2,899.88 2,630.41IV. Total Expenses (1 TO 5) 15,422.03 13,831.89V. Earning Before Interest, Tax, Depreciation and 1,507.39 1,506.49

Amortization (EBITDA) (II • IV)1 Finance Costs 27 624.74 705.64

2 Depreciation and Amortization Expense 28 446.08 446.29

Profit Before Exceptional Item and Tax-

436.57---

354.56--

VI.

1 Exceptional Items - -

VII. Profit Before Tax (PBT) 436.57 354.56

VIII. Tax Expenses:--

1 Current Tax 29 114.67 97.08

2 Deferred Tax 16 (39.36) (9.47)3 MAT Credit Entitlement I (Utilization) 19.24 29.63

4 Income Tax Related to Earlier Year - 2.63

IX. Total Tax Expenses (1 to 4)---

94.55 119.88--

X. Profit After Tax (PAT) (VII - IX) 342.02 234.69

XI. Other Comprehensive Income-

A) Items that will not be reclassified to Statement

of Profit and Loss

(a) Remeasurements of the Defined Benefit Plans 45.88 47.16

(b) Income Tax Expenses on the above (12.76) (15.59)B) Items that will be reclassified subsequently

Statement of Profit and Loss

XII. Total Other Comprehensive Income (A+ B) 33.12 31.57

XIII. Total Comprehensive Income for the year (X+XII] 375.14 266.26

XIV. Earnings per Equity Share-

Basic - (In ?) 11.67 8.00

Diluted - (In ?) 38 11.67 8.00

SEEMAAGARWALJI.Managing DirectorDIN No: 01430206

DEEPADUDANI

Company Secretary




G N CHHAWSARIAChiefFinancial Officer

VIRENDER KUMAR AGRAWAL

Managing DirectorDIN No :00013314

K. SRINIVASA RAOPartner


Significant Accounting Policies 1 & 2The accompanying notes are forming integral part of the Financial StatementsAs per our report of even date attachedFors. VENKATADRI & co.Chartered AccountantsFRN No.: 004614S

.................................................................................. 78 ANNUAL REPORT 2018-19 ·················································································


Statement of Changes In Equity for the Year ended 31st March 2019 (Figures In t Lakhs)

Particulars

As at 31.03.2019

Number (f in Lakh)As at 31.03.2018

Number (f in Lakhs)

A) Equity Share Capital

Balance at the beginning of reporting period

Net Issued Share Capltal at beginning of

reporting period

Changes in Equity Share Capital during

reporting period

Balance at the closlng of reporting period

B) Other Equity

29,31,944 I 293.19 29,31,944 293.19

29,31,944 293.19 29,31,944 293.19

-

I- --

I29,31,944 293.19 29,31,944 293.19

I

375.14

0.50

30.00

(5.97)

(30.50)

(65.79)

(29.32)

2,648.62

2,308.n

2,714.41

Total

375.14

(29.32)

1,076.43

I1,040.65

•

I (35.79)

- (5.97)

-I (0.50)

0.50

30.00

1,191.49

1,191.49358.96

358.96

I57.53

I

I

30.00 57.53

(30.00)

(30.00)

Particulars Invest ICapital Securities General Retained

ment Redemption Premium Reserve Earnings

·------·· .. '.!l"_·-· I t ?Balance as at 01 April 2018 (A) 30.00 57.53 358.96 1,160.99 701.29

Additions During the Year :

Net Profit/ (Loss) during the year

Transferred from Statement of Profit and Loss

Transferred from Investment SubsidyItems of Other Comprehensive Income for

the year (Net of Taxes)

Remeasurement of benefit of defined benefit plans

Total Comprehensive Income for the year

2018 • 2019 (B)Reductions during the year:

Adjustment in respect of Gratuity Provision

(Net of Taxes)

Final Dividend

Income Tax on Final Dividend

Transferred to General Reserve

Total Reductions during the year (C)

Balance as at March 31, 2019 (D) = (B-C)

SEEMAAGARWAL


DEEPA DUDANI

company Secretary




G N CHHAWSARIAChief Financial Officer


SignificantAccounting Policies 1 & 2The accompanying notes are forming integral part of the Financial StatementsAs per our report of even date attachedFor S. VENKATADRI & CO.Chartered AccountantsFRN No.: 004614S

K. SRINIVASARAOPartner


·--------------------------- 79 ANNUAL REPORT 2018-19 ··················································································


Statement of Cash Flow For the Year ended 31st March 2019 (Figures In f Lakhs)

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit I (Loss) before Tax for the year as per the Statement of 436.57 354.56

Profit or Loss

Adjustments for :

Depreciation and Amortisation Expenses 446.08 446.29

Finance Cost 624.74 705.64

Interest Income (5.69) (8.59)Rental Income (12.00) (6.80)Deferred Revenue Income (2.61) -

(Surplus) I Loss on Disposal of Property, Plants and - (0.40)Equipments (Net)Operating Profit before Working Capital Changes 1,487.09 1,490.70Changes In Working capitalAdjustments for :

(Increase) I Decrease in Trade Receivables (371.61) (225.41)(Increase) I Decrease in Financial Assets (5.34) 14.47

(Increase) I Decrease in Inventories 226.44 (96.33)(Increase) I Decrease in Other Current Assets 70.69 154.62

Increase I (Decrease) in Trade Payables 381.24 117.63

Increase I (Decrease) in Financial Liabilities (36.49) 39.62

Increase I (Decrease) in Short Term Borrowings (125.10) 211.07

Increase I (Decrease) in Other Current Liabilities 42.28 (31.44)Increase I (Decrease) in Short Term Provisions _J33.48) (12.87)Cash Generated from Operating Activities 1,635.72 1,662.06Income Tax Paid (Net of Refund) during the year (85.95) (65.52)Net Cash Generated I (Used) from Operating 1,549.77 1,596.54Activities

B. CASH FLOW FROM INVESTING ACTIVITIES

Investment in Property, Plants and Equipments (275.77) (417.20)Investment I (Transfer) in Capital Work-in-Progress 29.83 (1.49)Disposal of Property, Plants and Equipments - 6.30

Surplus I (Loss) on Disposal of Property, Plants and Equipments - 0.40

Capital Advances 2.14 21.86

Rental Income 12.00 6.80

Deferred Revenue Income 26H- -

Interest Income_

5.69_

_a._p_9__

Net Cash Generated I (Used) from Investing Activities (223.50) (374.74)C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds I (Repayments) from Non - Current Borrowings (742.36) (523.91)Increase I (Decrease) in Long Term Provisions 33.12 39.12

Increase I (Decrease) in Other Non-Current Liabilities 50.53 -

Finance Cost (624.74) (705.64)Dividend and Dividend Distribution Tax Paid (35.29)

_

__(35.29--

Net Cash Received I (Used) from Financing Activities-

(1 318.74) (1 225.72\D. Net Increase I (Decrease) In Cash and Cash 7.53 (3.92)

Equlvalants (A+ B + C)E. Cash and cash equivalents at the beginning of the year 8.98 12.89

F. Cash and cash equivalents at the end of the year 16.54 I 8.98

G. Increase I (Decrease) In Cash (7.56) 3.91

Notes : a) The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Indian Accou

Standards (Ind AS - 7) - "Statement of Cash Flow".

b) Cash and Cash Equivalants Comprises of:

.................................................................................. 80 ANNUAL REPORT 2018-19 .

SURYAAMBA SPINNING MILLS LIMITED

Statement of Cash Flow For the Year ended 31st March 2019 (Figures In t Lakhs)

SR Particulars As at 31.03.2019 As at 31.03.2018

1 Balances with Banks

i) Current Accounts 22.27 17.84

Less: Unpaid I Unclaimed Dividend (11.63) (12.37)

ii) Cash Credit Account - -

iii) Deposits with Bank with the Maturity of less than 3 Months - -

2 Cheques and Drafts on Hand - -

3 Cash in Hand 5.90 3.51

4 Cash and Cash Equivalants in the Cash Flow Statements 16.54 8.98-

(Total of 1 to 4)

Significant Accounting Policies

The accompanying notes are forming integral part of the

Financial Statements


SignificantAccounting Policies 1 & 2The accompanying notes are forming integral part of the Financial StatementsAs per our report of even dale attachedFor S. VENKATADRI & CO.Chartered AccountantsFRN No.: 004614S


SEEMAAGARWAL


K.SRINIVASARAO GNCHHAWSARIA DEEPADUDANIPartner Chief Financial Officer company SecretaryMembership No. 201470Place: Hyderabad Place: Nagpur Place: NagpurDated: May30,2019 Dated: May30,2019 Dated: May30,2019

·················································································· 81 ANNUAL REPORT 2018-19 ··················································································


Notes to the Financial Statements

1. Corporate Information

SURYAAMBA SPINNING MILLS LIMITED (the "Company") is textile manufacturing Company with the

presence of almost twelve years in the textile industries. The Company is mainly engaged in the business

of manufacturing of Specialty Synthetic Spun Yarn. The Company has established itself in the domestic

and in the international market with a wide range of products from 100% polyester and viscose spun yarnas well as blended synthetic yarn, used for weaving.

The Company has its wide network of operations in the local as well as in the export market. The

Company sells its product through the multiple channels including wholesale, retails etc.

The Company is a Public Limited Company domiciled and incorporated under the Provisions of the

Companies Act applicable in India. Its shares are listed on the Bombay Stock Exchange of India (BSE).The Registered Office of the Company is located at 1st Floor, Surya Towers, 105, S. P. Road,Secunderabad (T.G.)- 500003.

SIGNIFICANT ACCOUNTING POLICIES

2. BASIS OF PREPARATION

a) Accounting Convention

These Ind AS financial statements of the Company have been prepared in accordance with Indian

Accounting Standard (hereinafter referred to as the "Ind AS") as notified by the Ministry of CorporateAffairs pursuant to the Section 133 of the Companies Act, 2013 ("the Act") read along with the Companies(Indian Accounting Standard) Rules, 2015 and the Companies (Indian Accounting Standard)Amendment Rules, 2016 and other relevant Provisions of the Companies Act as applicable in India.

b) Use of Estimates

The preparation of these Ind AS financial statements in conformity with Ind AS requires the managementto make estimates, judgments and assumptions. These estimates, judgments and assumptions affect

the application of accounting policies and the reported amount of assets and liabilities, the disclosures of

contingent assets and liabilities at the date of Ind AS financial statements and reported amount of

revenues and expenses during the period. The application of the accounting policies that require critical

accounting estimates involving complex and subjective judgments and the use of assumptions in these

Ind AS financial statement have been disclosed in

"Note No. 2.1 ". Accounting estimates could change from period to period. Actual results could differ from

those estimates. Appropriate changes in estimates are made as the management becomes aware of the

changes in circumstances surrounding the estimates. Changes in estimates are reflected in the Ind AS

·················································································· 82 ANNUAL REPORT 2018-19 .


financial statements in the period in which changes are made and, if material, their effects are disclosed in

the "Notes to the Ind AS financial statements".

c) Current I Non -Current Classification

Any assets or liabilities are classified as Current if it satisfies any of the following conditions:

i) The assets I liabilities are expected to be realized I settled in the Company's normal operating cycle;

ii) The assets is intend for sales or consumptions;

iii) The assets I liabilities are held primarily for the purpose of trading;

iv) The assets I liabilities are expected to be realized I settled within a 12 month of period after the end of the

reporting period.

v) The assets is considered as Current when it is as Cash or Cash Equivalents unless it is restricted from

being exchanged or used to settle a liability for at least 12 month after the reporting period.vi) In the case of liabilities, the Company does not have an unconditional right to defer the settlement of the

liabilities for at least 12 month after the end of the reporting period.

All other assets and liabilities are classified as Non - Current.

For the purpose of above classification, the Company has ascertained its normal operating cycle as 12

months. This is based on the nature of services and the time between the acquisition of assets or

inventories for processing and their realization in Cash or Cash Equivalents.

2.1 Summary of SignificantAccountinga) Policies : Business Combinations

Business Combinations are accounted for using the acquisition method. At the acquisition date,identifiable assets acquired and liabilities assumed are measured at fair values. For this purpose, the

liabilities assumed include the Contingent Liabilities representing present obligation and they are

measured at their acquisition date fair value irrespective of the fact that outflow of the resources

embodying economics benefits is not probable. The consideration transferred is measured at fair value at

the acquisition date and include the fair value of any contingent considerations. However, Deferred Tax

Assets or Liabilities and any liabilities or assets relating to the employee benefits a rising from a Business

Combination are measured and recognized in accordance with the requirements of Ind AS - 12, "Income

Taxes" and lndAS-19, "Employee Benefits", respectively. Where the consideration transferred exceeds

the fair value of the net identifiable assets acquired and liabilities assumed, the excess is recorded as

"Goodwill". Alternatively, in case of bargain purchase wherein the consideration transferred is lower than

fair value of the net identifiable assets acquired and liabilities assumed, the difference is recorded as a

gain in the other comprehensive income and accumulated in equity as capital reserve. The costs of

acquisition excluding those relating to the issue of equity or debts are charged to the Statement of Profit

or Loss in the period in which they are incurred.

·················································································· 83 ANNUAL REPORT 2018-19 ··················································································


In case of the Business Combination involving entities under common control, the above policies do not

apply. Business Combinations involving entities under common control are accounted for using the

pooling of interest method. The net assets of the transferor entity or businesses are accounted at their

carrying amounts on the date of the acquisition subject to necessary adjustments required to harmonize

the accounting policies. Any excess or shortfall of the consideration paid over the share capital or

transferor entity or business is recognized as capital reserve under other equity.

b) Property, Plants and EquipmentsMeasurement at Recognition:An Item of Property, Plants and Equipment that qualifies as an asset is measured on initial recognition at

cost, net of recoverable taxes, if any less accumulated depreciation I amortization and impairmentlosses, if any.

The Company identifies and determines cost of each part of an item of Property, Plants and Equipmentseparately. If the part has a cost which is significant to the total cost of that item of Property, Plant and

Equipment and has a useful life that is materially different from that of remaining items.

The cost comprises of its purchase price including import duties and other non - refundable purchasetaxes or levies, directly attributable to the cost of bringing the asset to its present location and workingcondition for its intended use and the initial estimate of decommissioning, restoration and similar

liabilities, if any. Any trade discount and rebates are deducted in arriving at the purchase price of such

Property, Plants and Equipment.

Such cost also includes the cost of replacing a part of the Plants and Equipment and the borrowing cost of

the long term construction projects, if the recognition criteria are met. When the significant parts of

Property, Plants and Equipment are required to be replaced at periodical intervals, the Companyrecognizes such part as individual assets with specific useful lives and depreciates them accordingly.Likewise, when a major inspection is performed, its cost is recognized in the carrying amount of the

Plants and Equipment as a replacement if the recognition criteria are satisfied.

All other repair and maintenance costs are recognized in the Statement of Profit and Loss as incurred.

The present value of the expected cost for the decommissioning of an asset after its use is included in the

cost of the respective asset if the recognition criteria for a provision are met.

All costs, including administrative, financing and general overhead expenses, as are specificallyattributable to construction of a project or to the acquisition of a Property, Plants and Equipment or

bringing it to its present location and working condition, is included as a part of the cost of construction of a

project or as a part of the cost of Property, Plants and Equipment, till the commencement of commercial

production. Adjustments arising from exchange rate variations attributable to the Property, Plants and

Equipment are capitalized as aforementioned. Borrowing cost relating to the acquisition I construction of

Property, Plants and Equipment which takes the substantial period of time to get ready for its intended

use are also included in the cost of Property, Plants and Equipment I cost of constructions to the extent

they relate to the period till such Property, Plants and Equipment are ready to be put to use.

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Any subsequent expenditure related to an item of Property, Plants and Equipment is added to its book

value only and only if it increases the future economic benefits from the existing Property, Plants and

Equipment beyond its previously assessed standard of performance.

Any items such as spare parts, stand by equipment and servicing equipment that meet the definitions of

the Property, Plants and Equipment are capitalized at cost and depreciated over the useful life of the

respective Property, Plants and Equipment. Cost is in the nature of repair and maintenances are

recognized in the Statement of Profit and Loss as and when incurred.

Capital Work-in-Progress and Capital Advances

Cost of any Property, Plants and Equipments not ready for intended use, as on the Balance Sheet date, is

shown as a "Capital Work-in-Progress". Any advances given towards acquisition of Property, Plants and

Equipments outstanding at each Balance Sheet date are disclosed as "Other Non - CurrentAssets".

Depreciation

Depreciation on each part of Property, Plants and Equipment is provided to the extent of the depreciableamount of the assets on the basis of "Straight Line Method (SLM)"on the useful life of the Property, Plants

and Equipments as estimated by the management and is charged to the Statement of Profit and Loss as

per the requirement of Schedule - II to the Companies Act, 2013. The estimated useful life of the Property,Plants and Equipments has been assessed based on the technical advice which is considered in the

nature of the Property,

Plants and Equipments, the usage of the Property, Plants and Equipments, expected physical wear and

tear of the Property, Plants and Equipments, the operating conditions, anticipated technologicalchanges, manufacturer warranties and maintenance support of the Property, Plants and Equipments etc.

When the parts of an item of the Property, Plants and Equipments have different useful life, they are

accounted for as a separate item (major components) and are depreciated over their useful life of the

principal Property, Plants and Equipments whichever is less.

The useful life of the items of Property, Plant and Equipment as estimated by the management is

mentioned below :

Sr. No. Name of Property, Plants and Equipments Useful Life {In Years)

1. Factory Building 30 Years2. Building (Other than Factory Building) 60 Years

3. Plants and Equipments (Including Continuous Process Plant) 25 Years

4. Furniture and Fixtures 10 Years5. Office Equipments 10 Years

6. Computer and Other Data Processing units 03 Years

7. Motor Vehicles 08 Years8. Electrical Installation and Equipment 10 Years

9. Workshop Equipments 25 Years

10. Testing and Other Equipments 25 Years

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The management believes that the useful life as given above is best to represent the period over which

management expects to use these Property, Plants and Equipments. Hence the useful lives for these

assets are different from the useful life as prescribed under the Part C of the Schedule - II to the

CompaniesAct, 2013.

The Company operates the plants on triple shift basis and the management has increase the depreciationon the Plants and Equipments by 100%.

Freehold Land is not depreciated. Leasehold land and their improvement are amortized over the period of

the lease.

The useful lives, residual value of each part of an item of Property, Plants and Equipments and IntangibleAssets and the method of depreciation are reviewed at the end of each financial year, if any, of these

expectation differ from the previous estimates, such change is accounted for as a Change in AccountingEstimate and adjusted prospectively, ifappropriate.

The carrying amount of an item of Property, Plants and Equipment and Intangible Assets is derecognizedon disposal or when no future economic benefits are expected from its use or disposal. The gain or loss

arising from such derecognition of the Property, Plants and Equipments is measured as the difference

between the net disposal proceeds and the carrying amount of the Property, Plants and Equipments and

is recognized in the Statement of Profit and Loss when the Property, Plants and Equipments are

derecognized.

Transition to Ind AS

On the transition to Ind AS, the Company has elected to measure all the items of Property, Plants and

Equipments at the carrying value measured as per Previous GAAP as deemed Cost as atApril 01, 2016.

c) lntanglbleAssetsMeasurement at recognitionIntangible assets acquired separately measured on the initial recognition at cost. Intangible assets arisingon the acquisition of business are measured at fair value as at the date of acquisition. Internally generatedintangible assets including research costs are not capitalized and the related expenditure is recognized in

the Statement of Profit and Loss in the period in which the expenditure is incurred. Intangible assets are

carried at cost less accumulated amortization and accumulated impairment loss, if any.

Amortization

Intangible assets with finite lives are amortized on a "Straight Line Basis" over the estimated useful

economics life of such intangible assets. The amortization expenses on intangible assets with the finite

lives are recognized in the Statement of Profit and Loss.

The amortization period and the amortization method for an intangible asset with the finite useful life are

reviewed at the end of each financial year. If any of these expectations differ from previous estimates,such changes are accounted for as a change in an accounting estimate.

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DerecognitionThe carrying amount of an intangible asset is recognized on disposal or when no future economic benefits

are expected from its use or disposal. The gain or loss arising from the derecognition of an intangibleasset is measured as the difference between the net disposal proceeds and the carrying amount of the

intangible asset and is recognized in the Statement of Profit and Loss when such asset is derecognized.

d) Borrowing Cost

Borrowing cost that is directly attributable to the acquisition, construction or production of an assets that

necessarily takes a substantial period of time to get ready for it intend use or sale are capitalized as a partof the cost of respective Property, Plants and Equipments. All other borrowing cost is expensed in the

period in which they occur. Borrowing costs consist of interest and other cost that the Company incurs in

connection with the borrowing of funds. Borrowing cost also include exchange differences to the extent

regarded as an adjustment to the borrowing costs.

e) ImpairmentAny assets that have an indefinites useful life, for example Goodwill, are not subject to amortization and

are tested for impairment annually and whenever there is an indication that an asset may be impaired.

Assets that are subject to depreciation and amortization and assets representing investments in

subsidiary and associates companies are reviewed for impairment, whenever events or change in

circumstances indicate that carrying amount may not be recoverable. Such circumstances include,

though are not limited to, significant or sustained decline in the revenues or earning and material adverse

changes in the economic environment.

An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit

(CGU} exceeds its recoverable amount. The recoverable amount of an asset is greater of its fair value

less cost to sells and value in use. To calculate value in use, the estimated future cash flows are

discounted to their present value using pre - tax discount rate that reflects current market rates and the

risk specific to the assets. For an asset that does not largely independent cash inflows, the recoverable

amount is determined for the cash generating unit (CGU} to which the assets belong; fair value less cost

to sell is the best estimate of the amount obtainable from the sales of an asset in the arm's lengthtransaction between knowledgeable, willing parties, less the cost of disposal.

Impairment losses, if any, are recognized in the Statement of Profit and Loss and included in depreciationand amortization expense. Impairment loss are reversed in the Statement of Profit and Loss only to the

extent that the asset's carrying amount does not exceed the carrying amount that would have been

determined if no impairment loss had previously been recognized.

f) Inventories

Inventories of the raw material, work-in-progress, finished goods; packing material, stores and spares,

components, consumables and trading stock are carried at lower of cost and net realizable value.

However, raw material and other items held for use in production of inventories are not written down

below Cost if the finished goods in which they will be incorporated are expected to be sold at or above

cost. The comparison of cost and net realizable value is made on an item by item basis.

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Cost of inventories included the cost incurred in bringing the each product to its present location and

conditions are accounted as follows:

a) Raw Material:- Cost included the purchase price and other direct or indirect costs incurred to bring the

inventories into their present location and conditions. Cost is determined on First in First out basis {FIFO).

b) Finished Goods and Work-in-Progress:- Cost included cost of direct materials and the labour cost and

a proportion of manufacturing overhead based on the normal operating capacity, but excluding the

borrowing costs. Cost is determined on First in First out basis (FIFO).

c) Trading Stock:- Cost included the purchase price and other direct or indirect costs incurred in bringingthe inventories to their present location and conditions. Cost is determined on weighted average basis.

All other inventories of stores and spares, consumables, project material at site are valued at cost. The

stock of waste or scrap is valued at net realizable value. Excise duty wherever applicable is provided on

the finished goods lying within the factory and bonded warehouse at the end of the reporting period.

g) Financial Assets

Initial Recognition and Measurement

The Company recognizes the all of its financial assets in its Balance Sheet when it becomes a party to the

contractual provision of the instrument. All the financial assets are recognized initially at the fair value,

plus in the case of financial assets not recorded at fair value through profit and loss (FVf PL), transaction

cost that are attributable to the acquisition of the financial assets.

Where fair value of financial assets at the initial recognition is different from its transaction price, the

difference between the fair value and transaction price is recognized as gain or loss in the Statement of

Profit and Loss at the initial recognition. If the fair value is determined through a quoted market price in an

active market for an identical asset (i.e. level 1 input) or through a valuation technique that uses data from

observable market (i.e. level 2 input).

In case fair value is not determined using a level 1 or level 2 input as mentioned above, the difference

between the fair value and transaction price is deferred appropriately and recognized as a gain or loss in

the Statement of Profit and Loss only to the extent that such gain or loss arises due to change in factor that

market participants take into account when pricing the financial asset. However, the trade receivable that

does not contain a significant financing component is measured at transaction price.

Subsequent Measurement

For subsequent measurement, the Company classifies the financial asset in accordance with below

criteria:

i) The Company business model for managing its financial assets; and

ii) The contractual cash flow characteristics of the financial assets.

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Based on the above criteria, the Company classifies its financial assets into the following categories:

i} Financial Assets measured at amortized cost

A financial asset is measured at the amortized cost if both the following conditions are met:

a) The Company's business model objective for managing its financial asset is to hold the financial assets in

order to collect contractual cash flows, and

b) The contractual terms of the financial asset that gives rise on specified date to cash flows that are solelypayments of principal and interest on the principal amount outstanding.

This category applies to the cash and bank balances, trade receivables, loans and other financial assets

of the Company. Such financial assets are subsequently measured at amortized cost using the "Effective

Interest Method (EIR)".

Under the Effective Interest Method, the future cash receipts are exactly discounted to the initial

recognition value using the effective interest rate. The cumulative amortization using the effective interest

Method of the difference between the initial recognition amount and maturity amount is added to the initial

recognition value (net of principal repayments, if any) of the financial assets over the relevant period of

the financial asset to arrive at the amortized cost at each reporting period. The corresponding effect of

amortization under effective interest method is recognized as interest income over the relevant period of

the financial asset. The same is included under "Other Income" in the Statement of Profit and Loss.

The amortized cost of its financial asset is also adjusted for loss allowance, if any.

ii} Financial assets measured atfairvalue through other comprehensive income (FVTOCl}:A financial asset is measured at FVTCOI if both of the following conditions are met:

a) The Company's business model objective for managing the financial asset is achieved both by collectingcontractual cash flow and selling the financial assets, and

b) The contractual term of the financial asset give rise on specified dates to cash flows that are solelypayments of principal and interest on the principal amount outstanding.

This category applies to certain investments in debt instruments. Such financial assets are subsequentlymeasured at fair value at each reporting date. Fair value changes are recognized in the other

comprehensive income (OCI). However, the Company recognizes interest income and impairmentLosses and its reversals in the Statement of Profit and Loss.

On derecognition on such financial assets, cumulative gain or loss previously recognized in other

comprehensive income is reclassified from equity to Statement of Profit and Loss.

Further, the Company, through an irrevocable election at initial recognition, has measured certain

investments in equity instruments at FVTOCI. The Company has made such election on an instrument by

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instrument basis. These equity instruments are neither held for trading nor are contingent consideration

recognized under a Business Combination. Pursuant to such irrevocable election, subsequent changesin the fair value of such equity instruments are recognized in other comprehensive income. However, the

Company recognizes dividend income from such instruments in the Statement of Profit and Loss.

On derecognition of such financial assets, cumulative gain or loss previously recognized in other

comprehensive income is not reclassified from the equity to Statement of Profit and Loss. However, the

Company may transfer such cumulative gain or loss into retained earning within equity.

iii) Financial assets measured at fair value through profit or loss {FVTPL)A financial asset is measured at FVTPL unless it is measured at amortized cost or at FVTOCI as explainedabove. This is a residual category applied to all other investments of the Company excluding investments

in subsidiary and associate companies. Such financial assets are subsequently measured at fair value at

each reporting date. Fair value changes are recognized in the Statement of Profit and Loss.

DerecognitionA financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial

asset) is derecognized (i.e. removed from the Company's Balance Sheet) when any of the followingoccurs:

i) The contractual right to cash flow from the financial assets expires;

ii) The Company transfers its contractual rights to receive cash flow of the financial assets and has

substantially transferred all the risks and rewards of ownership of the financial assets;

iii) The Company retains the contractual rights to receive cash flows but assumes a contractual obligation to

pay the cash flows without material delay to one or more recipients under a 'pass through' arrangement(thereby substantially transferring all the risk and rewards of the ownership of the financial assets);

iv) The Company neither transfers nor retains substantially all the risk and rewards of ownership and does

not retain control over the financial asset.

In case where the Company has neither transferred nor retained substantially all of the risk and rewards of

the financial assets, but retains control over the financial assets, the Company continued to recognizesuch financial asset to the extent of its continuing involvement in the financial asset. In that case, the

Company also recognizes an associated liability. The financial asset and the associated liability are

measured on a basis that reflects the right and obligation that the Company has retained,

On derecognition of a financial asset, (except as mentioned in 'ii' above for financial assets measured at

FVTOCI), the difference between the carrying amount and the consideration received is recognized in the

Statement of Profit and Loss.

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Impairment of Financial Assets

The Company applies expected credit losses (ECL) model for measurement and recognition of losses

allowances on the following:

i) Trade receivables and lease receivable

ii) Financial assets measured at amortized cost (other than trade receivables and lease receivable)

iii) Financial assets measured at fair value through other comprehensive income (FVTOCI)

In case of trade receivable and lease receivable, the Company follows a simplified approach wherein an

amount equal to lifetime ECL is measured and recognized as loss allowance.

In case of other assets (listed as 'ii' and 'iii' above), the Company determines if there has been a significantincrease in credit risk of the financial asset since initial recognition. If the credit risk of such assets has not

increased significantly, an amount equal to 12 month ECL is measured and recognized as loss

allowance. However, if credit risk has increased significantly, an amount equal to lifetime ECL is

measured and recognized as loss allowance.

Subsequently, if the credit quality of the financial asset improves such that there is no longer a significantincrease in credit risk since initial recognition, the Company reverts to recognizing loss allowance based

on 12 month ECL.

ECL is difference between all contractual cash flows that are due to the Company in accordance with the

contract and all the cash flows that entity expects to receive (i.e. all cash shortfalls), discounted at the

original effective interest rate.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expectedlife if a financial asset. 12 month ECL is a portion of the lifetime ECL which results from default events that

are possible within 12 months from the reporting period.

ECL are measured in a manner that they reflect unbiased and probability weighted amounts determined

by a range of outcomes, taking into account the time value of money and other reasonable information

available as a result of past events, current conditions and forecast of future economic benefits.

As a practical expedient, the Company uses a provision matrix to measure lifetime ECL on its portfolio of

trade receivable. The provision matrix is prepared based on historically observed default rates over the

expected life of trade receivable and is adjusted for forward looking estimates. At each reporting date, the

historically observed default rates and changes in the forward looking estimates are updated.

ECL impairment loss allowance (or reversal) recognized during the period is recognized as income I

expense in the Statement of Profit and Loss under the head of "Other Expenses".

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h) Financial Liabilities

Initial Recognition and measurement

The Company recognizes financial liabilities in its Balance Sheet when it becomes a party to the

contractual provisions of the instruments. All the financial liabilities are recognized initially at fair value

minus, in case of financial liabilities not recorded at fair value through profit or loss (FVTPL), transaction

costs that are attributable to the acquisition of the financial liabilities.

Where the fair value of a financial liabilities at initial recognition is different from its transaction price, the

difference between the fair value and the transaction price is recognized as a gain or losses in the

Statement of Profit and Loss at initial recognition if the fair value is determined through a quoted market

price in an active market for an identical asset (i.e. level 1 input) or through a valuation technique that uses

the date from observable markets (i.e. level 2 input).

In case the fair value is not determined using a level 1 or 2 input as mentioned above, the difference

between the fair value and transaction price is deferred appropriately and recognized as a Gain or Loss in

the Statement of Profit and Loss only to the extent that such gain or loss arises due to change in factor that

market participants take into account when pricing the financial liabilities.

Subsequent Measurement

All the financial liabilities of the Company are subsequently measured at amortized cost using the

effective interest method defined as above.

Under the Effective Interest Method, the future cash payments are exactly discounted to the initial

recognition value using the effective interest rate. The cumulative amortization using the effective interest

method of the difference between the initial recognition amount and the maturity amount is added to the

initial recognition value (net of principal repayments, if any) of the financial liabilities over the relevant

period of the financial liabilities to arrive at the amortized cost at each reporting date. The correspondingeffect of the amortization under effective interest method is recognized as interest expenses over the

relevant period of the financial liabilities. The same is included under "Finance Costs" in the Statement of

Profit and Loss.

DerecognitionA financial liability is derecognized when the obligation under the liability is discharged or cancelled or

expires. When an existing financial liability is replaced by another form the same lender on substantiallydifferent terms, or the terms of an existing liability are substantially modified such an exchange or

modification is treated as the derecognition of the original liability and the recognition of new liability.The

difference between the carrying amount of the financial liability derecognized and the consideration paidis recognized in the Statement of Profit and Loss.

i) Derivative Financial Instruments and Hedge accountingRecognition and Measurement of the fair value HedgeHedging instruments is initially recognized at fair value on the date on which a derivative contract is

entered into and is subsequently measured at fair value at each reporting date. Gain or loss arising from

such changes in the fair value of hedging instrument is recognized in the Statement of Profit and Loss.

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Hedging instrument is recognized as a financial asset in the Balance Sheet if it's fair value as at reportingdate is positive as compared to carrying value and as a financial liability if it's fair value as at reporting date

is negative as compared to carrying value.

Hedge item (recognized financial liability) is initially recognized at fair value on the date of entering into

contractual obligation and is subsequently measured at amortized cost. The hedging gain or loss on the

hedged item is adjusted to the carrying value of the hedged item as per the effective interest method and

the corresponding effect is recognized in the Statement of Profit and Loss.

DerecognitionOn the recognition of the hedged item, the unamortized fair value of the hedging instrument adjusted to

the hedged item, is recognized in the Statement of Profit and Loss.

j) FairValue

The Company measured financial instrument at fair value in accordance with the accounting policies as

mentioned above. Fair value is the price that would be received to sell an asset or paid to transfer a liabilityin an orderly transaction between market participants at the measurement date. The fair value

measurement is based on the presumption that the transaction to sell the asset or transfer the liabilitytakes place neither:

• In the principle market for the asset or liabilities, or

• In the absence of principle market, in the most advantageous market for the asset or liability.

All the asset and liability for which fair value is measured or disclosed in the Ind AS financial statements

are categorized within the fair value hierarchy that categories into three levels, described as follows, the

inputs to valuation techniques used to measure value. The fair value hierarchy gives the highest priority to

quoted prices in active market for identical assets or liabilities

(Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs).

Level 1 -Quoted (unadjusted) market price in active markets for identical asset or liabilities.

Level 2 - Inputs other than quoted price included within Level 1 that are observable for the asset or liability,either directly or indirectly.

Level 3 - Inputs that are unobservable for the asset or liabilities.

For the asset or liabilities that are recognized in the Ind AS financial statement at fair value on a recurringbasis, the Company determines whether transfers have occurred between levels in the hierarchy by re -

assessing categorization at the end of each reporting period and disclose the same.

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k) Foreign Currency Translation

Initial RecognitionOn the initial recognition, transaction in foreign currencies entered into by the Company are recorded in

the functional currency i.e. {INR?)}. by applying to the foreign currency amount, the spot exchange rate

between the functional currency and foreign currency at the date of transaction. Any exchangedifferences arising on the foreign exchange transactions settled during the current year are recognized in

the Statement of Profit and Loss.

Measurement offoreign currency items at reporting date

Foreign currency monetary items of the Company are translated at the closing exchange rate (i.e. the

exchange rate prescribed by the Reserve Bank of India at the end of reporting period i.e. RBI Reference

Rate at the end of the reporting period). Non monetary items that are measured at historical cost in a

foreign currency are translated using the exchange rate at the date of transaction.

Non - monetary items that are measured at fair value in foreign currency are translated using the

exchange rate at the date when fair value is measured.

Exchange difference arising out of these translations is recognized in the Statement of Profit and Loss.

I) Revenue Recognitions

Revenue is recognized when it is probable that economic benefit associated with the transaction flows to

the Company in ordinary course of its activities and the amount of revenue can be measured reliably,regardless of when the payment is being made. Revenue is measured at the fair value of consideration

received or receivable, taking into the account contractually defined terms of payments, net of its returns,trade discounts and volume rebates allowed.

Revenue includes only the Gross Inflows of Economic Benefits, including the Excise Duty, received and

receivable by the Company, on its own account. Amount collected on behalf of third parties such as

Goods and Service Tax (GST), Value Added Tax (VAT)and Sales Tax are excluded from Revenue.

Sale of Products

Revenue from sale of products is recognized when the Company transfers all significant risks and

rewards of ownership to the buyer, while the Company retains neither continuing managerial involvement

nor effective control over the product sold, which generally coincide with dispatch. Revenue from exportsales is recognized on shipment basis based on the bill of lading.

Rendering of Services

Revenue from Job Work Services is recognized based on the services rendered in accordance with the

terms of the Contracts.

Export Incentives

Export Incentives under the various schemes are accounted in the year of exports.

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Interest Income and Royalty Income

For all the financial instruments measured at amortized cost and interest bearing financial assets

classified as fair value through other comprehensive income, interest income is recognized usingeffective interest method (EIR). EIR is the rate that exactly discounts the estimated future cash receiptsover the expected life of the financial instruments or a shorter period, where appropriate, to the net

carrying amount of the financial assets.

Royalty income is recognized on an accrual basis in accordance with the substance of the relevant

agreement.

Dividend Income

Dividend Income is generally recognized when the Company's right to receive is established which is

generally occurs when the shareholders approve the dividends.

Surplus and (Loss) on Disposal of Property, Plants and Equipments I Investments Surplus or (Loss) on

sale of Property, Plants and Equipments or Investment is recorded on transfer of title from the Company,and is determined as the difference between the sales price and the carrying value of the Property, Plants

and Equipments or Investments and other incidental expenses related to such sale proceeds.

Rental Income

Rental Income arising from operating lease on investments properties is accounted for on a straight line

basis over the lease term except the case where the incremental lease reflect inflationary effect and

rental income is accounted in such case by actual rentforthe period.

Insurance Claim

Claim receivable on account of insurance is accounted for to the extent the Company is reasonablycertain of their ultimate collections.

Other Income

Revenue from other income is recognized when the payment of that related income is received or

credited.

m) Cash and Cash EquivalentsCash and Cash Equivalents in the Balance Sheet comprises cash at banks and cash in hand and also the

short term deposits with maturity of three month or less, which are subject to an insignificant risk of

changes in value.

For the Purpose of the Statement of Cash Flows, Cash and Cash Equivalents consists cash and short

term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integralpart of the Company's cash managements.

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n) Government Grants and Subsidies

Recognition and Measurement

Subsidies are measured at amounts receivable from the government which are non - refundable are

recognized as income when there is a reasonable assurance that the Company will comply all the

necessary conditions attached with them. Any income from the subsidies is recognized on a systematicbasis over the periods in which the related costs that are intended to be compensated by such subsidies

are recognized.

When the grants relates to an expense items, it is recognized as income on a systematic basis over the

period that the related costs, for which it is intended to compensate, are expensed. When the grantsrelates to an assets, it is recognized as income in equal amounts over the expected useful life of the

related assets.

When the Company receives grants of Non - monetary assets, the asset and the grants are recorded at

fair value amounts and released to the Statements of Profit and Loss over the expected useful life in a

pattern of consumptions of benefit of the underlying asset by equal annual installments.

Export Incentives

Export Incentive under the various schemes notified by the government is accounted for in the year of

exports based on eligibility and when there is no uncertainty in receiving the same.

Presentation

Income from Subsidies is presented on gross basis under the "Revenue from Operations". Income arisingfrom the below market rate of interest loans are presented on gross basis under the head of "Other

Income".

o) Income Taxes

Tax expense is the aggregate amount included in the determination of Statement of Profit or Loss for the

period in respect of current tax and deferred tax.

Current Tax

Current tax is the amount of income tax payable in respect of taxable profit for the period. Taxable profitdiffers from "Profit Before Tax" as reported in the Statement of Profit and Loss because of items of income

or expense that are taxable or deductible in other years and Items that are never taxable or deductible

under Income TaxAct, 1961.

Current tax is measured using tax rates that have been enacted by the end of reporting period for the

amount expected to be recovered from or paid to the taxation authorities.

Deferred Tax

Deferred tax is recognized on temporary differences between the carrying amounts of the assets and

liabilities in the Ind AS financial statements and the corresponding tax bases used in the computation of

taxable profit under Income TaxAct, 1961.

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Deferred tax liabilities are generally recognized for all taxable temporary differences. However, in case of

temporary difference that arises from initial recognition of assets or liabilities in a transaction (other than

business combination} that affect neither the taxable profit nor the accounting profit, Deferred tax

liabilities are not recognized. Also, for temporary difference if any that may arise from initial recognition of

Goodwill, Deferred tax liabilities are not recognized. Deferred tax assets are generally recognized for all

deductible temporary differences to the extent it is probable that taxable profit will be available againstwhich those deductible temporary differences can be utilized. In case of temporary differences that arises

from the initial recognition of assets or liabilities in a transaction (other than business combination} that

affect neither the taxable profit nor accounting profit, deferred tax assets are not recognized.

The carrying amount of deferred tax assets is reviewed at each Balance Sheet date and reduced to the

extent that it is no probable that sufficient taxable profit will be available to allow the benefits of part or all of

such deferred tax assets to be utilized.

Deferred tax assets and liabilities are measured at the tax rates that have been enacted or substantiallyenacted by the Balance Sheet date are expected to apply to taxable income in the years in which those

temporary differences are expected to recovered or settled.

Presentation

Current and Deferred Tax are recognized as income or expenses in the Statement of Profit and Loss,

except when they relate to items that are recognized in other comprehensive income, in which case, the

current and deferred tax income I expense are recognized in the other comprehensive income.

The Company offsets current tax assets and current tax liabilities, where it has a legally enforceable rightto set off the recognized amount and where it intends either to settle on net basis, or to realize the asset on

net basis, or to realize the asset and settle the liability simultaneously. In case of deferred tax assets and

liabilities, the same are offset if the Company has a legally enforceable right to set off correspondingcurrent tax assets against current tax liabilities and the deferred tax assets and liabilities relates to income

tax levied by the same tax authority of the Company.

p) Provisions and ContingenciesThe Company recognizes the provisions when a there is present obligation (legal or constructive} as a

result of a past events exists and it is probable that am outflow of resources embodying economic benefits

will be required to settle such obligation and the amount of such obligation can be reliably estimated.

If the effect of time value of money is material, provisions are discounted using a current pre tax rate that

reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the

provision due to the passage of time is recognized as a "Finance Costs".

A disclosure of contingent liability is made when there is possible obligation or a present obligation that

may, but probably will not require an outflow of resources embodying the economic benefits or the

amount of such obligation can't be measured reliably. When there is a possible obligation or a presentobligation in respect of which likelihood of outflow if resources embodying the economic benefits is

remote, no provision or disclosure is made.

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q) Measurement of EBITDA

The Company has opted to present Earnings before Interest (Finance Cot), Tax, Depreciation and

Amortization (EBITDA) as a separate line item on the face of Statement of Profit and Loss for the periodended. The Company measure EB ITDA on the basis of Profit I (Loss) from Continuing Operations.

r) Employee Benefits

Short Term Employee Benefits

All the employee benefits payable wholly within 12 months of rendering the services are classified as

short term employee benefits and they are recognized in the period in which the employee renders the

related service. The Company recognizes the undiscounted amount of short term employee benefits

expected to be paid in exchange for services rendered as a liability (accrued expenses) after deductingany amount already paid.

Post Employment Benefits

I. Defined Contribution Plans:- Defined contribution plans are employee state insurance scheme and

government administered pension fund scheme for all applicable employees and superannuationscheme for eligible employee.

Recognition and Measurement of Defined Contribution Plans

The Company recognizes contribution payable to defined contribution plan as expenses in the Statement

of Profit and Loss when the employees render services to the Company during the reporting period. If the

contribution payable for services received from employee before reporting date exceeds the contribution

already paid, the deficit payable is recognized as a liabilityafter deducting the contribution already paid. If

the contribution already paid exceeds the contribution due for services received before the reportingdate, the excess is recognized as an asset to the extent that the prepayment will lead to, for example, a

reduction in future payments or a cash refund.

II. Defined Benefit Plans

i) Provident Fund Schemes:- The Company makes specified monthly contribution towards employeeprovident fund scheme to a separate trust administrated by the Company. The minimum interest payableby the trust to the beneficiaries is being notified by the Government every year. The Company has an

obligation to make good shortfall, if any, between the return on investments of the trust and notified

interest rate.

ii) Gratuity Scheme:- The Company operates a defined benefits gratuity plan for employees.

iii) Pension Scheme:- The Company operates a defined benefits plan for certain employees and its payableupon the employee satisfying certain conditions, as approved by the Board of Directors.

iv) Post Retirement Medical Plan Benefit:- The Company operates a defined post retirement medical planbenefit for certain specified employees and its payable upon the employee satisfying certain conditions.

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Recognition and Measurement of Defined Benefit Plans

The Cost of providing defined benefits is determined using the projected unit credit method with actuarial

valuations being carried out at each reporting period. The defined benefit obligations recognized in the

Balance Sheet represent the present value of defined benefit obligation as reduced by the fair value of the

plan assets, if applicable. Any defined benefit assets (negative defined benefit obligation resulting from

this calculation) is recognized representing the present value of available refunds and reductions in future

contributions to the plan.

All expenses represented by current service cost, past service cost, if any, and net interest on the defined

benefit liability I (asset) are recognized in the Statement of Profit and Loss. Remeasurements of the net

defined benefit liability I (asset) comprising actuarial gain and losses and the return on the plan assets

(excluding the amounts included in net interest on the net defined benefits liabilities I (assets), is

recognized in "Other Comprehensive Income". Such measurements are not reclassified to the Statement

of Profit and Loss in the subsequent periods.

The Company presents the above liability I (asset) as current and non - current in the Balance Sheet as

per actuarial valuation by the independent actuary; however, the entire liability towards gratuity is

considered as current as the Company will contribute this amount to gratuity fund within next 12 months.

Other Long Term Employee Benefits

Entitlement to annual leave and sick leave are recognized when they accrued to the employees. Sick

leave can only be availed while annual leave can either be availed or encashed subject to a restriction on

maximum number of accumulation of leave. The Company determines the Liabilityfor such accumulated

leaves using the projected accrued benefit method with actuarial valuations being carried out at each

Balance Sheet date.

s) Research and DevelopmentExpenditure on research is recognized as an expense when it is incurred. Expenditure on developmentwhich does not meet the criteria for recognition as an intangible asset is recognized as an expense when

it is incurred.

Item of Property, Plants and Equipment and acquired intangible assets utilized for research and

development are capitalized and depreciated in accordance with the policies stated for Property, Plants

and Equipment and lntangibleAssets.

t) Event after Reporting Date

Where events occurring after the Balance Sheet date provide evidence of condition that existed at the end

of reporting period, the impact of such events is adjusted within the Ind AS financial statements.

Otherwise, events after the Balance Sheet date of material size or nature are only disclosed.

u) Non· current assets held for sale

The Company classifies non - current assets as held for sale if their carrying amount will be recovered

principally through a sale rather than through continuing use of the assets and actions required to

complete such sale indicate that it is unlikely that significant changes to the plan to sell will be made or that

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the decision will be withdrawn. Also, such assets are classified as held for sale only if the managementexpects to complete the sale within one year from the date of classification.

Non - current assets classified as held for sale are measured at the lower of their carrying amount and the

fair value less cost to the sell. Non - current assets are not depreciated or amortized.

v) Earnings per Share

Basic Earnings per Equity Share are computed by the dividing their net profit attributable to the equityholders of the Company by the weighted average number of equity shares outstanding during the period.Diluted Earnings per Shares are computed by the dividing the net profit attributable to the equity holders

of the Company by the weighted average number of equity shares considered for deriving Basic Earningsper Shares and also the weighted average number of equity shares that could have been issued uponconversion of all dilutive potential equity shares. The dilutive earning per shares is adjusted for the

proceeds receivable had the equity shares been actually issued at fair value (i.e. the average market

value of the outstanding equity shares). Dilutive potential equity shares are deemed converted as of the

beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined

independently for each period presented.

The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all

periods presented for any share splits and bonus shares issues including for changes effected prior to the

approval of the Ind AS financial statements by the Board of Directors.

w) Dividend Distributions

The Company recognizes a liability to make cash or non - cash distribution to the equity holders of the

Company when the distribution is authorized and the distribution is no longer at the discretion of the

Company. As per the Companies Act, 2013, a distribution is authorized when it is approved by the

shareholder's. A corresponding amount is recognized directly in equity.

Non - cash distributions are measured at the fair value of the assets to be distributed with fair value

remeasurement recognized directly in equity.

Upon the distribution of non - cash assets, any difference between the carrying amount of the liabilities

and the carrying amount of the assets distributed is recognized in the Statement of Profit and Loss.

x) Cash Flow Statements

Cash flows are reported using the "Indirect Method", whereby profit for the period is adjusted for the

effects of transactions of a non - cash nature, any deferral or accruals of past or future operating cash

receipts or payments and item of income or expenses associated with investing or financing cash flows.

The cash flow from operating, investing and financing activities of the Company is segregated.

y) Derivative and Hedge AccountingDerivative instrument used by the Company included the forward contract. The Company formallyestablished a hedge relationship between the forward contract ("hedging instruments") and recognized

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the financial assets I financial liabilities ("hedge item") through a formal documentation at the inception of

the hedge. Forward contracts are designated as hedging instruments against changes in the fair value of

the recognized assets and liabilities (fair value hedge) and against highly probable forecast transactions

(cash flow hedge). The effectiveness of the hedge instruments is assessed at the inception and on an

ongoing basis.

Derivative instruments such as forward contract are initially measured at fair value. When a forward

contract is designated as a cash flow hedge, the effective portion of the change in the fair value of the

contract is recognized in the other comprehensive income and accumulated in other equity under

"Effective Portion of Cash Flow Hedge". Amount recognized in the other equity is subsequentlyreclassified to the Statement of Profit and Loss upon the occurrence of the related forecasted transaction.

Any ineffective portion of the change in the fair value of the contract is recognized immediately in the


Changes in the fair value of the forward contracts designated as fair value hedge are recognized in the


z) Other Income

Other income is comprised primarily of interest income, rental income, dividend income, gain I (loss) on

disposal of Property, Plants and Equipments and Investments and foreign exchange gain I (loss) on

forward and option contracts and on translation of other assets and liabilities. Interest income is

recognized using the effective interest method. Dividend income is recognized when the right to receive

payment is established

aa) Event Occurring After Balance Sheet Date

All the events occurring after the Balance Sheet date up to the date of the approval of the Ind AS financial

statement of the Company by the Board of Directors on May 30, 2019, have been considered, disclosed

and adjusted, wherever applicable, as per the requirement of Ind AS - 10 "Event After the ReportingPeriod".

RECENT ACCOUNTING PRONOUNCEMENTS Standard issued but not yet effective

Appendix B to Ind AS - 21, Foreign Currency Transactions and Advance Considerations

On March, 2018, the Ministry of Corporate Affairs has notified the Companies (Indian AccountingStandards) Amendment Rules, 2018 containing Appendix B to Ind AS - 21, foreign currency transactions

and advance consideration, which clarifies the date of the transactions for the purpose of determining the

exchange rate to use on initial recognition of the related assets, expenses or income, when an entity has

received or paid advance consideration in foreign currency.

This amendment will come into the force from April 01, 2018. The Company has evaluated the effect of

this on the Ind AS financial statements and the impact is not material.

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Ind AS -115, Revenue from Contract with Customer's

On March, 2018, the Ministry of Corporate Affairs has notified the Ind AS - 115, Revenue from Contract

Customer's. The core principle of the new standard is that an entity should recognize the revenue to

depict the transfer of promised goods or services to customers in an amount that reflects the

consideration to which the entity expects to be entitled in exchange for those goods or services. Further,the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of

revenue and cash flows arising from the entity's contract with customers.

The standards permit two possible methods of transitions:

• Retrospective Approach - Under this approach the standard will be applied retrospectively to each priorreporting period presented in accordance with Ind AS - 8, Accounting Policies, Changes in Accounting,Estimates and Errors.

• Cumulative Catch-up Approach - Retrospectively with cumulative effect of initially applying the standard

recognized at the date of initial application.

The effective date for adoption of Ind AS -115 is financial period beginning on or after April 01, 2018 The

Company will adopt the standard on April 01, 2018 and comparative for the year ending or ended March

31, 2018 will not be retrospectively adjusted. The effect of adoption of Ind AS - 115 is expected to be

insignificant.

Impact of Implementation of the Goods and Service Tax (GST) on the Ind AS Financial Statements

In accordance with the lndAS-18, "Revenue" and Schedule- Ill of the Companies Act 2013, sales forthe

previous year ended March 31, 2017 were reported gross of excise duty and net of value added tax (VAT}I sales tax. Excise duties were reported as a separate expense line item in the Statement of Profit and

Loss. Consequent to the introduction of the Goods and Service Tax (GST) with effect from July 01, 2017,VAT I Sales Tax, Excise Duty etc. have been subsumed into the GST and accordingly the same is not

recognized as a part of the sales as per the requirement of the Ind AS - 18. This has resulted in lower

reported sales in the current year in comparison to the sales reported under the Pre - GST structure of

indirect tax. With the change in structure of indirect taxes, expenses are also being reported the net of

taxes. Accordingly the Ind AS financial statement for the year ended March 31, 2018 and in particular,sales, absolute expenses, element of working capital (inventories, trade payable I trade receivable, other

current assets, current liabilities) and ration in the percentage of sales, are not compatible with the figuresof the previous year.

However, the Company under Pre - GST structures were outside the purview of the Excise Duty, thus the

impact of the above will not affect the revenue from operation of the Company.

KEY ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of the Company's Ind AS financial statements require the management to makes the

judgments, estimates and assumptions that affect the reported amount of revenue, expenses, assets and

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liabilities, and the accompanying disclosures, and the disclosure of the contingent liabilities. Uncertaintyabout these assumptions and the estimates could results in outcomes that require a material adjustmentto the carrying amount of the assets or liabilities affected in the future period.

Critical Accounting Estimates and AssumptionsThe key assumptions concerning the future and other key sources of estimation uncertainty at the

reporting date, that have a significant risk of causing a material adjustment to the carrying amount of the

assets or liabilities within the next financial year, are described below:

A. Tax ExpensesThe Company's tax.jurisdiction is in India. Significant judgments are involved in estimating budgeted profitfor the purpose of paying advance tax, determining the provision for income taxes, including the amount

expected to be paid I recovered for uncertain tax positions (Refer Note No.29). Deferred tax assets are

recognized for unused tax credits to the extent that it is probable that taxable profit of the Company will be

available against which the losses can be utilized. Significant management judgments is required to

determine the amount of the deferred tax assets that can be recognized, based upon the likely timing and

the level of future taxable profits together with future tax planning strategies.

The Company has f 120.74 Lakhs (March 31, 2018 f 139.98 Lakhs) of the MAT credits carried forward.

These credits will be expires in next 6 - 9 Years. The Company has taxable temporary difference and tax

planning opportunities available that could partly support the recognition of these credits as deferred tax

assets. On this basis, the Company has determined that it can recognize the deferred tax assets on the

tax credits carried forwarded (Refer Note No. 6).

B. Business Combination and Intangible Assets

Business Combinations are accounted for using the Ind AS - 103, Business Combinations. Ind AS -103

requires the identifiable intangible assets and contingent consideration to be fair valued in order to

ascertain the net fair value of identifiable assets, liabilities and contingent liabilities of the acquiree.Significant estimates are required to be made in determining the value of contingent consideration and

intangible assets. These valuations are conducted by independent valuation reports.

C. Property, Plants and EquipmentsProperty, Plants and Equipments represents a significant proportion of the assets base of the Company.The Change in respect of the periodic depreciation is derived after determining an estimate of an asset's

expected useful life and the expected residual value at the end of its life. The useful lives and residual

values of the Company's assets are determined by the management at the time the asset is acquired and

reviewed periodically, including at the each financial year end. The lives are based on the historical

experience with the similar assets as well as anticipation of the future events, which may impact their life,such as changes in technical and commercial obsolescence arising from changes or improvements in the

production or form a change in market demand of the products or service output of the assets.

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D. Impairment of Trade Receivables

The impairment provisions for trade receivables are based on the assumptions about the risk of defaults

and expected loss rates. The Company uses judgments in making these assumptions and selecting the

inputs to the impairment calculation, based on the Company, past history, existing market conditions as

well as forward looking estimates at the end of each reporting period.

E. Legal and Other DisputesThe Company provides for anticipated settlement cost where an outflow of resources is considered

probable and a reliable estimate may be made of the likely outcome of the dispute and legal and other

expenses arising from claims against the Company. These estimates take into the account the specificcircumstances of each such dispute and the relevant external advice which are inherently judgmental and

could change substantially over the time as new facts emerge and each such dispute progresses.

F. Defined Benefit Plans

The cost of defined benefit plans and other post employment benefits and the present value of the

obligation are determined by using the actuarial valuation. An actuarial valuation involves making the

various assumptions that may differ from actual developments in the future. These include the

determination of the discount rate, future salary increase, mortality rate and future pension increases.

Due to the complexities involved in the valuation and its long term nature, a defined benefit obligation is

highly sensitive to changes in these assumptions.All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate,

management considers the interest rates of the Government Bonds in currencies consistent with the

currencies of the post employment benefits obligation and extrapolated as needed along needed the

yield curve to correspond with the expected term of the defined benefit obligation.

The underlying bonds are excluded from analysis of the bonds on which the discount rate is based, on the

basis that they do not represent high quality corporate bonds.

The morality rate is based on the publicly available morality tables. Those morality tables tend to changeonly at intervals in response to demographic changes. Future salary increases are based on expectedinflation rate for the Country (Refer Note No. 37).

G. Fair Value Measurement of Financial Instruments

When the fair value of the financial assets and financial liabilities recorded in the Ind AS financial

statements can't be measured based on the quoted price in active markets, their fair value is measured

using the valuation technique, including the discounted cash flow model, which involve various

judgments and assumptions.

H. Preference Shares

Preference Shares, which are mandatorily redeemable on a specific dates is classified as "Borrowings"under the head of "Non - Current Liabilities". The portion of the interest expenses on the preferenceshares are recognized in the Statement of Profit and Loss under the head of "Finance Costs".

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03. Property, Plant and Equipment (? in Lakhs}

Gross Block Accumulated Depreciation Net Block

Particulars As at Addi Deduc Asat Asat Addi Deduc Asat Asat Asat

01.04.201S tlons tlons 31.03.2019 01.04.2018 tions tlons 31.03.2019 31.03.2019 31.03.2018

a Tangible Assets

Land 166.71 166.71 166.71 166.71

Buildings:Factory Buildings 1,857.76 1,857.76 546.43 57.72 604.15 1,253.61 1,311.33

Non-Factory Buildings 987.41 81.25 1,068.66 170.44 15.84 186.28 882.37 816.96

Plant & EquipmentWorkshop Equipment 3.19 3.19 2.85 0.01 2.86 0.33 0.34

Plant and Machinery 6,448.71 176.52 6,625.23 3,021.17 326.74 3,347.91 3,277.32 3,427.54Testing Equipment 18.75 18.75 10.17 0.59 10.76 7.99 8.58

Electrical Installations 407.27 15.22 422.49 305.70 23.42 329.12 93.37 101.57

Weighing Machines 4.41 4.41 2.95 0.08 3.03 1.38 1.46

Water Works 7.12 7.12 3.32 0.37 3.69 3.43 3.80

Furniture and Fixtures 66.84 1.93 68.77 41.97 3.68 45.65 23.13 24.87

Office equipment 34.33 0.13 34.46 27.02 1.13 28.15 6.31 7.31

Vehicles 188.29 0.72 189.01 84.24 15.62 99.86 89.15 104.05

Data Processing67.97 67.97 63.86 0.89 64.75 3.22 4.11

Equipment

Total 10,258.76 275.77 10,534.53 4,280.12 446.08 4,726.20 5,808.32 5,978.63

Previous Year 9,934.91 417.20 93.36 10,258.75 3,920.90 446.29 87.06 4,280.13 5,978.63 6,014.02

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SURVAAMBA SPINNING MILLS LIMITED .


04. Capital Work-in-Progress (f in Lakhs)

ParticularsAsat Asat

31.03.2019 31.03.2018

For Factory Building

For Non Factory Building-

-

For Plant and Machineries. 29.83

For Others-

-

Total.

29.83

05. Other Flnanclal Assets (f in Lakhs)

Particulars Asat Asat

31.03.2019 31.03.2018

Non-Currant

Security Deposits- 0.64

Other Deposits 0.71 2.46

Total (A) 0.71 3.10

Current

Statutory Deposits -

Other Deposits -

Total (B) .

Total (A+B) 0.71 3.10

06. Other Non Current Assets (? in Lakhs)

Partlculars Asat Asat

31.03.2019 31.03.2018

Non-Current

Capital Advances 23.22 25.36

MAT Credit Entitlement 120.74 149.36

Total (A) 143.96 174.72

-Current

Advances other than CaQ.ital Advances

Advances I Claims recoverable in Cash or in Kind 305.85 325.70

Balances with Government Authorities 245.02 298.88

Advances to Employees 2.29

Duly Credit Entitlements 48.89 44.71

Other Receivables 19.41 19.03

Total (B) 621.46 692.15

Total (A+B) 765.42 866.87

.................................................................................. l 06 ANNUAL REPORT 2018-19 .



07. Inventories ? in Lakhs)

Partlculn As at As at

31.03.2019 31.03.2018

(Valued at Lower of Cost or Net Realizable Value)

Raw Materials 566.89 620.51

Stores & Spares Inventory 129.84 153.21

Finished Goods Inventory 459.48 453.83

Work-in-Process Inventory 360.10 515.49

Waste 0.50 0.19

Total 1,516.80 1,743.24

08. TRADE RECEIVABLES: ? in Lakhs)

Particulars Asat As at

31.03.2019 31.03.2018

Secured, Considered Good - -

Unsecured, considered good 1,580.94 1,209.33

Unsecured, Considered Doubtful - -

Less :- Allowance for unsecured doubtful debts - -

Total 1,580.94 1,209.33

• Refer "Note No. 30" for Credit Risk and Market Risk of Trade Receivables.

9. CASH AND CASH EQUIVALENTS: ? In Lakhs)

Particulars Asat As at

31.03.2019 31.03.2018

A) Balances with Banks

In Current Accounts 10.63 5.48

Cash in hand 5.90 3.51

Total 16.53 8.99

B) Other Balance with Banks

Tenn Deposits with Original Maturity of More than 3 Months* 58.82 53.97

Accrued Interest on Term Deposits 20.21 17.33

Unpaid Dividend** 11.63 12.36

Total 90.66 83.66

Total (A+B) 107.19 92.65

. Held as lien by the banks or financial institution against the bank guarantee provided to M.S.E.B. and other institutions

amounting to?40.05 Lakhs (t35.20 Lakhsasat March 31, 2019).

. Held as lien by the banks or financial institution against the bank guarantee provided to custom authorities and sales tax

institutions amounting to? 18.05 Lakhs ft 18.05 Lakhs as at March 31, 2019).

.. The Company can utilize these balances only towards the settlement of "Unclaimed Dividend".

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10. EQUITY SHARE CAPITAL

NumberCAPITAL Particulars

Authoriaed

Equity shares of Rs 10/- each (par value)

As at 31.03.2019(f In

NumberLakhs)

As at 31.03.2018(' In

Lakhs)

Issued, subscribed and fully paid-up

Equity shares of Rs 10/- each Total

50,00,000

29,31,944

500.00

293.19

293.19

29,31,944

500.00

293.19

293.19

a) Reconclllatlon of the number of shares and amount outstanding atthe

beginning and at the end of the reporting period :

Partlculars

Equity shares

At the beginning of the reporting period

Own shares held through trust

Net issued Share Capital at beginning of

reporting period

Add: Issued during the reporting period

Less: Buyback during the reporting period

As at 31.03.2019 As at 31.03.2018

Number(' In

Number (If in

Lakhs) Lakhs)

29,31,944 293.19 29,31,944 293.19

- - - -

29,31,944 293.19 29,31,944 293.19

- - - -

- - - -

Outstanding at the end of the reporting

Period29,31,944 293.19 29,31,944 293.19

b} Terms I Rights attached to Equity Shares

i} The Company has only one class of shares referred to as Equity Shares having a par value off 10 per share. Each holder of

Equity Shares is entitled to one vote per share.

ii} The Company declares and pays the dividend in Indian Rupees ro. The final dividend proposed by the Board of Directors is

subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

iii} In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the

Company, after distribution of all preferential amounts. The distribution will be in the proportion to the number of equity shares

held by the shareholders.

c) Details of shareholders holding more than 5% shares in the Company

As at 31.03.2019 As at 31.03.2018Particulars No.of %of No.of %of

Shares held Holding Shares held Holding

Virenderkumar Agarwal 12,06,191 41.14 12,06,191 41.14

Seemarani Agarwal 6,42,250 21.91 6,42,250 21.91

Ma?ank?arwal 2,70,997 9.24 2,70,997 9.24

Total Nos. of Shares Held 21,19,438 72.29 21,19,438 72.29

.................................................................................. l 08 ANNUAL REPORT 2018-19 .



11. OTHER EQUITY(' in Lakhal

lnvaat CapHal Securttlaa General Retained

Partlcularament Redemp Premium Reaerve Eamlnga TotalSu baldy tlon

Raaerve

Balance as at 01 April 2018 (Dl 30.00 57.53 358.96 1,160.99 701.29 2,308.76Additions during the Year:

Net Profit I (Loss) during the year - - - 375.14 375.14

Addition During the Year - - - 0.50 - 0.50

Transferred from Investment Subsidy - - - 30.00 - 30.00

Other comprehensive income for the year - - - - - -

Total Comprehensive Income for the year 2017 -

30.00 57.53 358.96 1,191.49 1,076.43 2,714.402018 (El

Reductions during the year:

Equity Dividend for the financial year- - - - (29.321 (29.321

2017-18 (Amount Rs 10 per share)Tax on Equity Dividend - - - - (5.97) (5.971Transfer to General Reserve (30.00) - - - (0.50) (30.501

Total Reductions during the year (Fl (30.00l - - - (35.791 (65.791

Balance as at March 31, 2019 (Gl • (E - F) 57.53 358.96 1,191.49 1,040.64 2,648.61

Description of nature and purpose of the Reserves:

a) General Reserves :- General Reserve is created from time to time by way of transfer of profits from retained

earnings for the pur General Reserve is created by a transfer from one component of equity to the another

Component of the equity and it is not a par comprehensive income.

b) Securities Premium Account :- Securities Premium Account is used to record the premium on issue of equity or

preference shar utilized in accordance with the provisions of the Companies Act, 2013.

c) Investment Subsidy :- Investment Subsidy is created at the time of receipt of capital subsidy for setting up the

project from the Investment subsidy will not be utilized for any purpose, it will stand as it is in the other equity, hence

we have transfer the same

d) Capital Redemption Reserve :- Capital Redemption Reserve is created at the time of redemption of preferenceshare by the Campa transferring the nominal value of redeemed preference shares. Capital Redemption Reserveis utilized only for the issue of bonus

.................................................................................. l 09 ANNUAL REPORT 2018-19 .



12. BORROWINGS (NON CURRENT)

Partlculars Asat

31.03.2019

(f In Lakhs)

Asat

31.03.2018

Secured

A) Term loans

a) From State Bank of India

Term loan - I

Term loan - II

Term loan - Ill

Total (a)

b) From Others

Edelweiss Retail Finance Limited

Total (b)

Total (A)

B) Vehicle hi re purchase loan from

ICICI Bank Limited

from HDFC Bank Limited

Total (B)

C) Unsecuredloan

from Directors

from Body Corporates

Total (C)

Preference Share Capital

Authorized

1,500,000 Cumulative Redeemable Preference Shares of i 100 Each

270.82 492.96

255.60 331.37

303.51 419.31

829.93 1,243.64

76.46 118.71

76.46 118.71

906.38 1,362.35

4.19 5.68

16.76 30.79

20.95 36.47

346.61 207.49

62.00 471.99

408.61 679.48

Issued, Subscribed and Fully Paid Up

773,000 8% Cumulative Redeemable Preference Shares of f 100 Each

Total (A+B+C)

1,500.00

773.00

2,108.94

1,500.00

773.00

2,851.30

·················································································· 110 ANNUAL REPORT 2018-19 .



Preference Share Caeltal

a) Reconclllatlon of the shares and amount outstanding at the beginning and at the end of the

reporting period :

As at 31.03.2019 As at 31.03.2018

Partlculars (f In (f InNumber

Lakhs)Number

Lakhs)

Al the beginning of the reporting period 7,73,000 773.00 7,73,000 773.00

Add: Issued during the reporting period - - - -

Less: Buyback during the reporting period - - - -

Outstanding at the end of the reporting7,73,000 773.00 7,73,000 773.00

Period

b) Details of Cumulative Redeemable Preference Shares

As at 31.03.2019 As at 31.03.2018 Date Date

Particulars No.of No. of of of

Shares(f In

Shares(f In Share Redemp

held Lakhs) held Lakhs) 111118 tlons

8% Cumulative Redemable Preference

Share of { 100 Each5,50,000 550.00 5,50,000 550.00 15-Jul-2011 17-Ju?2023

8% Cumulative Redemable Preference

Share oft 100 Each2,23,000 223.00 2,23,000 223.00 20-Mar-2012 19 Mar2024

Total Nos. of Shares Held 7,73,000 773.00 7,73,000 773.00

c) Terms I Rights attached to Preference Shares

i) The Company has only one class of Preference Shares having a par value of ? 100 per share.

ii) The Company declares and pays the dividend in Indian Rupees ( ?).

·--------------------------- 111 ANNUAL REPORT 2018-19 ··················································································


(II' In Lakha)

Aaat Aaat

31.03.2019 31.03.2018

0.64 3.00

0.64 3.00

425.36 414.96

15.65 23.21

11.63 12.37

110.95 145.43

186.82 189.30

750.41 785.27

751.05 788.27

Non-Current?Rental DepositsTotal (A)?Current Maturities of Long Term DebtsCurrent Maturities of Term Loan from Banks

Current Maturities of Hire Purchase Loans

Investor Education pnd Protection Fund*

Unclaimed I Unpaid Dividend

?Interest Accrued but not yet due

Audit Fees PayablePayable towards ExpensesPayable to EmployeesTotal (B)

Total (A+B)• There are no amount due for payments towards the "Investor Education and Protection Fund" under section 125 of the Companies Act,

2013 as at the end of the Reporting Period.

Notes to the Financial Statements13. Other Flnanclal Llabllltlea (Non Current)

Particulars

14. PROVISIONS

ParticularsAaat

31.03.2019

(11' in Lakha)Aaat

31.03.2018

Non-CurrentProvisions for employee benefits

Gratuity (Unfunded)Leave Encashment (Unfunded)Total (A)CurrentProvisions for employee benefits

Provision of GratuityProvision of Leave Encashment

Others

Interest Expenses on Prefemce Shares

Income Tax on Interest on Preference Shares

Total (B)

Total (A+B)

1S. OTHER LIABILITIES

Partlculara

385.73

29 01

414.74

11.53

1.78

61.84

12 71

87.88

502.61

Aaat

31.03.2019

404.99

22.51

427.50

8.49

1.63

61.84

12.59

84.55

512.05

(II' In Lakha)

Aaat

31.03.2018

Non-Current

?Advances Against Proprty

Deferred Revenue arising from Grants and Subsidies

Total (A)

Current

Revenue received In Advances

Advances from customers

Statutory Dues Payables

65.00

50.53

115.53

12.32 33.98

Indirect Tax PayableTotal (B)

Total (A+Bl

10.83

23.15

138.68

11.89

45.87

45.87

16. DEFERRED TAX LIABILITIES (NEn

Partlculars

Deferred Tax Llabllltea at the beginning of the year

Deferred Tax Liabilities I (Assets) on account of timing differences

On account of remeasurement of defined benefit plansOn account of adjustment In respect of Property, Plants and EquipmentsOn account of adjustment In Gratuity Provision

Deferred Tax Llabllltea at the end of the yeer

Aaat

31.03.2019

470.24(39.36)

12.76

443.65

(' In Lakhs)Aaat

31.03.2018

479.57

(9.47)15.59

(15.45)470.24

·················································································· 112-

ANNUAL REPORT 201&-1!.__J .


(' In Lakhs)

(' in Lakhs)

As at As at

31.03.2019 31.03.2018

1,628.05 684.32

- 1 053.39

1,628.05 1,737.71

103.99 119.43

1,732.04 1,857.14

securedLoans Repayable on DemandWorking Capital Loans From Banks

FCNB with State Bank of India

Particulars

unsecuredExport Packing Credits (EPC)

Total

Nature of Securitiesa) Working capital Loans from the Banks and Financial Institution are secured by way of first parl - passu

charges on hypothication of entire inventories, book debts, claims and other receivables related

with the Company presently held and held In the near future and also the first charge on

Corporate office of the Company situated at "Kanha Apartment, Nagpur" by way of second chargeon all the movable and Immovable Property, Plants and Equipment except on machineries havingencumbered charge is created by Edelwiss Retail Finance Limited for a 201 Lakhs in which the

State Bank of India created the second charge.b) All the Working Capital Loans are further secured by the unconditional and lrrovacable

personal guarantees of three Directors, Shrl Vlrendra Kumar Agrawal, Smt. Seema Agrawaland Shrl Mayank Agrawal.

18. TRADE PAYABLES

Notes to the Financial Statements17. BORROWINGS (CURRENT)

ParticularsAs at

31.03.2019

As at

31.03.2018

Trade Payables (Including Acceptance)*Due to Micro and Small Enterprises**Due to Others

Total

12.72

1,133.781,146.50

4.19

761.07

765.26

Notes * Refer "Notes No. 30" for the Information of Credit Risk and Market Risk.

Notes ** The Company has certain dues to the suppliers of Micro, Small and Medium

Enterprises Development Act, 2006 ("MSMED Act 2006"). The dlsclousre pursuant to the said

MSMED Act, 2006 are as follows:

Particulars

Principal amount due to the suppliers registered under the MSMED Act,2006 and remaining amount unpaid at the end of the year

Interest due to the suppliers registered under the MSMED Act, 2006

and remaining unpaid at the end of the yearPrincipal amount paid to the suppliers registered under the MSMED Act,2006 beyond the stipulated day during the year

Interest paid, under Section 16 of MSMED Act, 2006 to the suppliersregistered under the Act, beyond the "Appointed Day" during the year

Interest due or payable towards the suppliers registered under the MSMED

Act, 2006 for the payments already made

Further Interest remaining due and payable for the earlier year

9. CURRENT TAX LIABILITIES (NET)

Particulars

Provision for income fax (Net)Provision for Income Tax

Less :- Advance Income Tax

Tax Deducted at Source Receivables

MAT Credit Utilized During the Year

Total

Asat

31.03.2019

12.72

As at

31•03•2019

114.67

85.00

0.95

14.11

(, in Lakhs)

As at

31.03.2018

4.19

-

-

-

-

-

(' In Lakhs)

As at

I31·03·2018

97.08

65.00

0.52

-

31.56

·················································································· 113 ANNUAL REPORT 2018-19 ··················································································

SURVAAMBA SPINNING MILLS LIMITED

Notes to the Financial Statements20. REVENUE FROM OPERATIONS

Partlculars

Sale of products

Domestic Mat1(et

Export Market

Export - Merchants

Total Sele of products

Sale a1' Servlcae

Job Work Receipts

Total Sale of produc:19Total

21. OTHER OPERATING REVENUE

Partlculara

Waste Sales

Export Benefit Entidementa

Duty Draw Back Credit

Total

22. OTiiER INCOME

lntereat Income

On Investments measured at Fair Value through Other Comprehensive Income

On Other Financial As8et8 carried at Amortized Cost On

Other Assets

lnaurance Clalm

Other Non - Operating Revenues

Income from Rent

Credit Balance written Back

Grant/Subsidy (Deferred)

Other Gain or (Log)

Net Foreign Exchange Gain

Net Gain on Disposal of Property, Plants and Equipment Sale of

Scraps - Others

Total

23. COST OF MATERIALS CONSUMED

Partlculal'II

Rew materials at the beginning of the year

Add :- Purchases made during the year

Less :- Rew materials et the end of the year

Total Raw materlala conaumed

Year

201818

13,077.65

1,999.31

1,706.37

16,713.33

18,783.33

Year

2018-18

14.73

68.16

82.89

Year

2018-18

3.50

2.19

1.63

1200

0.96

2.61

37.27

3.04

83.20

Year

2018-11

620.51

10,363.04

568.89

10,416.88

(f In Lakhs)

Year

2017 18

11,288.08

2,253.76

1,671.02

15,212.85

15,212.85

(if In Lakhs)

Year

2017-18

12.11

30.23

38.69

81.02

\'IC Ill .... ,HIDJ

Year

2017-18

6.01

2.57

8.93

6.80

19.28

0.40

0.52

44.51

(' in Lakha)

Year

2017-18

557.67

9,427.24

820.51

8,364.41

.................................................................................. 114 ANNUAL REPORT 2018-19 .



24. CHANGES IN INVENTORIES OF FINISHED GOODS. WORK-IN PROCESS AND STOCK -IN-TRADE:

Partlculara

Stock at the beginning of the year

Finished goods - Yam

Stock-In-process

Waste

Total

Stock at the end of the year

Finished goods - Yam

Stock-in-process

Waste

Total

(INCREASE)/DECREASE IN STOCK

25. EMPLOYEE BENEFIT EXPENSES*

Partlculara

Salary, Wages, lncenUves and Managerial RemuneraUon

Contributions to:

Provident Fund

Pension Fund

Other Fund

Bonus

Staff Welfare Expenses

Total

• Refer "Note No. 37" for further references.

28. OTHER EXPENSES

Partlculara

Consumption of Stores and Spares

Packing materials and charges

Power& Fuel

Job Work Charges

Repairs and Maintenance Expanses

For Plant and Machinery

For Building

For Other Maintenance Charges

Rent, Rates and taxes

Licence Fees

Conveyance and Travelling expenses

Directors Sitting Fees

Insurance

Legal and Professional Charges

Postage, Telephone & Mobile Expenses

Selling and Distribution ExpensesAdministrative and Other Expenses

Payment to Auditor (Refer Note No. 26.1)Cost Audit Fees

Sundry Balances Witten Off

Security Expenses

Total

Year

2018-19

453.83

515.49

n1g

989.52

459.48

360.10

0.50

820.08

149.44

Year

2018-19

1,699.79

43.70

64.62

30.04

59.47

....... .,

1,956.05

Year

2018-19

275.87

335.46

1,419.89

4.41

17.63

37.05

63.50

4.88

45.18

0.69

9.18

24.62

15.77

592.94

31.14

1.50

0.50

0.03

19.63

2,899.88

(" In Lakhs)

Year

2017-18

511.08

447.64

958.72

453.83

515.49

0.19

989.52

(10.79)

(lfl Lakhs)

Year

2017-18

1,608.16

44.80

65.18

24.35

59.84

45.52

1,847.86

(" In Lakhs)

Year

2017-18

323.17

279.04

989.86

31.60

12.44

10.71

33.59

61.82

2.32

53.29

0.32

8.42

29.21

12.98

722.35

37.46

1.50

0.50

0.64

19.19

2,630.41

.................................................................................. 115 ANNUALREPORT2018-19



26.1. PAYMENTS TO AUDITORS (" In Lakhs}

PartlcularsYear Year

2018-19 2017-18

As Auditor's:

Statutory Audit Fee 1.25 1.25

Tax Audit Fee 0.25 0.25

Certification Fee and Other Services-

-

For Reimbursement of Expenses --

Total 1.50 1.50

27. FINANCE COST

(' In Lakhs}

Particulars Year Year

2018-19 2017-18

Interest on Financial Liabilities carried at Amortized Cost Interest

on Term Loans

Interest on Working Capital Loans 198.09 208.07

Interest on Other Loans 188.14 223.53

Interest on Loans from Other Parties 4.59 6.62

Other Interest Expenses 70.06 97.06

Interest Expenses on Preference Shares (Inclusive of Corporate 89.31 95.93

Income Tax)74.43

Total74.55

624.74 705.6428. DEPRECIATION AND AMORTISATION EXPENSES

(' In Lakhs)

ParticularsYear Year

2018-19 2017-18

Depreciation 446.08 446.29

Total 446.08 446.29

29. CURRENT TAX

(' In Lakhs)

Particulars Year Year

2018-19 2017-18

Reconclllatlon of Tax Expenses and Accounting Profit for the

Year as under:

Profit I (Loss) for Before Income Tax Income Tax 436.57 354.56

Expenses Calculated @ 20.5868%* 89.88 72.29

Tax Effect on Non - Deductible Items 24.79 24.79

Tax Effect on Deductible Items --

114.67 97.08

Adjustments in respect of Current Income Tax of Previous Year-

-

Total 114.67 97.08

• The tax rate used for reconciliation of the above is the Corporate tax rate {MinimumAlternative Tax (MAT)}of 20.5868% payable

by the Corporate entities in India on Taxable Profit under Indian Income Tax Laws.

.................................................................................. 116 ANNUAL REPORT 2018-19 .


Notes to the Financial Statements30a. Category Wise Classification of Financial Instruments

A) Financial Assets

Non - Current

Financial Assets measured at Fair Value throughProfit and Loss (FVTPL)

Investment in Quoted Mutual Funds

Investment in Unquoted Mutual Funds

Forward Exchange Contracts (Net)Total (A)

B) Financial Assets measured at Fair Value

through Other Comprehensive Income (FVTOCI)

Investment in Quoted Equity Shares

Investment in Quoted Debentures or Bonds

Asat

Notes 31.03.2019

(" In Lakhs)

Asat

31.03.2018

Total (B)

C) Financial Assets measured at Amortized Cost

Security Deposits

Other DepositsTerm Deposits held as Margin Mon ey against Bank Guarantee and Other

Commitments

Total (C)

Total (A+B+C)A) Financial Assets

Current

Financial Asset& measured at Fair Value through Profit

and Loss {FVTPLl

Investment in Quoted Mutual Funds

Investment in Unquoted Mutual Funds

Forward Exchange Contracts (Net)Total (A)

B) Financial Assets measured at Fair Value through

Other Comprehensive Income CFVTOCI) Investment In

Quoted Equity Shares

Investment In Quoted Debentures or Bonds

Total (B)

C) Financial Assets measured at Amortized Cost

Investment in Unquoted Government Securities Trade

Receivables

Cash and Bank Balances Other

Balances with Banks Ace rued Interest

on Term Deposits

Total (B)

Total (A+B+C)

0.64

5 0.21 2.46

5 58.82 53.97

59.03 57.07

59.03 57.07

07 1,580.94 1,209.33

08 16.53 8.99

.

08A 11.63 12.36

09 20.21 17.33

1,629.31 1,248.01

1,629.31 1,248.01

·················································································· 11 7 ANNUAL REPORT 2018-19 ··················································································



(' In Lakhs)

Asat As at

31.03.2019 31.03.2018

Financial Liabilities

Non - Current

Flnanclal Llabllltles measured at Amortised Cost

Borrowings from Banks 13 829.93 1,243.64

Borrowings from Financial Institutions 13 76.46 118.71

Borrowings for Hire Purchase Loans 13 20.95 36.47

Inter - Corporate and Related Parties Loans 13 408.61 679.48

Preference Share Capital 13 773.00 773.00

Rental Deposits 13 - -

Total 2,108.94 2 851.30

Financial Liabilities

Current

Flnanclal Llabllltles measured at Amortised Cost

Working Capital Loans from Bank 1,628.05 1,737.71

Export Packing Credits (EPC) 17 103.99 119.43

Trade Payables 18 1,146.50 765.26

Current Maturities of Long Term Loans 19 441.01 438.17

Unpaid I Unclaimed Dividend 19 11.63 12.37

Interest Accrued but not yet due 19 - -

Payable towards Services 19 - 1.57

Payable towards Expenses 19 110.95 145.43

Payable towards Employees 19 186.82 189.30

Total 3,628.95 3,409.23

·················································································· 118 ANNUAL REPORT 2018-19 ·················································································



Note No. -308- Fair Value Measurements

i} Financial Instruments measured at fair value through other comprehensive income and Financial

Instruments measured at fair value through profit or loss

The Company neither holds any quoted or unquoted equity shares nor holds quoted or unquoteddebentures or bonds nor holds quoted or unquoted mutual funds, so the reporting under the said clause

does not applicable to the Company for all the Reporting Periods presented in Ind AS financial

statements.

The Company neither has any financial liabilities which has to be measured at fair value through profit or

loss so the reporting under the Ind AS - 109, Fair Value does not applicable to the Company in respect of

all the reporting periods presented in Ind AS financial statements.

ii} Financial Instruments measured at amortized cost

The carrying amount of financial assets and financial liabilities measured at amortized cost in the

presented Ind AS financial statements are a reasonable approximation of the fair value since the

Company does not anticipate that the carrying amounts would be significantly different from the value that

would eventually be received or settled.

"Note No. - 30C" - Financial Risk Management -Objectives and Policies

The Company's financial liabilities comprise mainly the borrowings, trade and other payables. The

Company's financial assets comprise mainly of inventories, cash and cash equivalents, other balances

with banks, trade and other receivables.

The Company is exposed to the Market Risk, Credit Risk and Liquidity Risk. The Board of Directors ("theBoard") oversees the management of these financial risks through its Risk Management Committee. The

Risk Management Policy of the Company formulated by the Risk Management Committee and approvedby the Board, states the Company's approached to address uncertainties in its endeavour to achieve its

stated and implicit objectives. It prescribes the roles and responsibilities and the Company'smanagements, structure for managing the risk and the framework for Risk Management. The framework

seeks to identify, assess and mitigate the financial risk in order to minimize the potential adverse effect on

the Company's financial performance.

The following disclosures summarize the Company's exposure to the financial risks and the information

regarding use of derivatives employed to manage the exposures to such risks. Quantitative SensitivityAnalysis has been provided to reflect the impact of reasonably possible changes in market rate on

financial results, cash flows and financial positions of the Company.

1}Market Risk

Market Risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate

because of changes in market prices. Market Risk comprises three types of Risk: "Interest Rate Risk,

·················································································· 119 ANNUAL REPORT 2018-19 ··················································································



Currency Risk and Other Price Risk". Financial instrument affected by the Market Risk includes

borrowings, trade payable, trade receivables and derivative financials instruments.

a) Interest Rate Risk

Interest Rate Risk is the risk that fair value or future cash flows of a financial instrument will fluctuate

because of changes in market interest rates. Since the Company has insignificant interest bearingborrowings, the exposure to risk of changes in market interest rates is minimal. The Company has not

used any interest rate derivatives.

b) Foreign Currency Risk

Foreign Currency Risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to

changes in foreign exchange rates. The Company enters into forward exchange contracts with one year

maturity to hedge against its foreign currency exposures relating to recognized underlying the liabilities

and firm commitments. The Company's policy is to hedge its exposures above pre defined thresholds

from recognized changes in foreign exchange rates. The Company enters into forward exchangecontracts with one year maturity to hedge against its foreign currency exposures relating to recognizedunderlying the liabilities and firm commitments. The Company's policy is to hedge its exposures above

pre defined thresholds from recognized

CurrencyLiabilities Assets

31.03.2019 31.03.2018 31.03.2019 31.03.2018

USD {$) -- 33 93,534 -- 838,358

Others -- -- -- --

The above table represents the total exposure of the Company towards its foreign exchange denominated

liabilities (net). The details of the exposure hedged using forward exchanges contracts are given as a part of

"Note No. 36a" and the details of unhedged exposures are given as part of"Note No. 36b".

c) Other Price Risk

Other Price Risk is the Risk that the fair value of a financial instrument will fluctuate due to changes in

market traded price. Other Price Risk arises from financial assets such as investments in equityinstruments and bonds. The Company is exposed to price risk arising mainly from investments in equityinstruments recognized at FVTOCI. As at March 31, 2019, the carrying value of such equity instruments

recognized at amounts FVTOCI amountsto?NIL(March 31, 2018?NIL).

The Company is also exposed to price risk arising from investments in bonds recognized at FVTOCI.

As at March 31, 2019, the carrying value of such instruments recognized at amounts FVTOCI amounts to

? NIL (March 31, 2018 ? NIL).These being in the debt instruments, the exposure to risk of changes in the

market rate are minimal.

·················································································· l 20 ANNUAL REPORT 2018-19 .



2) Credit Risk

Credit Risk refers to the risk that the counterparty will default on its contractual obligations resulting in

financial losses to the Company. Credit Risk arises primarily from financial assets such as trade

receivables, other balances with banks and other receivables.

The Company has adopted a policy of only dealing with counterparties that have sufficiently highcredit rating. The Company's exposure and credit ratings of its counterparties are continuously monitored

and the aggregate value of transactions is reasonably spread amongst the counterparties.

Credit Risk arising from other balances with banks is limited and there is no collateral held againstthese because the counterparties are banks and recognized financial institutions with high credit ratingassigned by the international credit rating agencies.

The average credit period on sale of products is less than 30 days. Credit Risk arising from trade

receivable is managed in accordance with the Company's established policy, procedures and control

relating to customer credit risk management. Credit quality of a customer is assessed based on detailed

study ofcreditworthiness and accordingly individual credit limits are defined I modified.

The concentration on credit risk is limited due to the fact that the customer base is large. There is no

customer representing more than 10% of total balance of trade receivables.

For trade receivable, as a practical expedient, the Company computes credit loss allowance based on a

provision matrix. The provision matrix is prepared based on the historically observed default rates over

the expected life of trade receivables and is adjusted for forward - looking estimates. The provision on

trade receivable is not ascertained and estimated by the Company's management because in normal

circumstances the Company has received the advance payment from its customers before dispatches of

consignments.

3) Liquidity Risk

Liquidity Risk is the risk that the Company will encounter difficulty in raising the funds to meet the

commitments associated with financial instruments that are settled by delivering cash or another

financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair

value. The Company has an established liquidity risk management framework for managing its short

term, medium term and long term funding and liquidity management requirements. The Company'sexposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and

liabilities. The Company manages the liquidity risk by maintaining adequate funds in the cash and cash

equivalents. The Company also has adequate credit facilities agreed with banks to ensure that there is

sufficient cash to meet all its normal operating commitment in a timely and cost effective manner.

The table below analysis derivate and non - derivate financial liabilities of the Company into the relevant

maturity grouping based on the remaining period from the reporting date to the contractual maturity date.

·················································································· l 21 ANNUAL REPORT 2018-19 ··················································································



As at 31.03.2019Laaathan Between Mora than

TotalCarrying

1 Year 1 to 5 Year 5Yaar Value

Borrowincs 1,732.04 2,108.94 3,840.99 3,840.99

Other Financial Liabilities 750.41 0.64 - 751.05 751.05

Trade Payables 1,133.78 - 1,133.78 1,133.78

As at 31.03.2018Laaathan Between Mora than

TotalCarrying

1 Year 1 to 5Year 5Yaar Value

Borrowlnos 1,857.14 2,851.30 -- 4 708.44 4 708.44

Other Financial Liabilities 786.83 3.00 -- 789.83 789.83

Trade Payables 763.81 - -- 763.81 763.81

"Notes - 300" - Capital ManagementFor the purpose of the Company's capital management, capital includes issued capital and all other

equity reserves attributable to the equity shareholders of the Company. The primary objective of the

Company when managing capital is to safeguard its ability to continue as a going concern and to maintain

an optimal capital structure so as to maximize shareholders value.

As at March 31, 2019, the Company has only one class of equity shares and has low debts. Consequentto such capital structure, there are no externally imposed capital requirements. In order to maintain or

achieve an optimal capital structure, the Company allocates its capital for distribution as dividend or re -

investment into business based on its long term financial plans.

"Notes No. 31 ":- Information on Related Party transaction as required by Ind AS - 24 "RELATED

PARTY DISCLOSURES" for the year ended March 31, 2019.

The Company's related party transactions and outstanding balances with whom the Company had

entered into transactions in the ordinary course of business are as follows:

Related Parties are as follows:

1. Related Parties where significant influences exists

a} irender Kumar Agarwal (HUF}b} MayankAgarwal (HUF}

2. Key Managerial Person Name and their Designation

S.N. Name of the Parsons Designation

a) Shri Virender Kumar Anrawal Manaaina Director

b) Smt. Seema Aarawal Joint Manaaina Director

cl Shri Mavank Aarawal Executive Director

d) Shri Amit Goela Director

e) Shri Manish Kumar Director

f) Shri Sushil Kapadia Director

al Shri oatanan Chhawsaria Chief Financial Officer

h) Ms. Deepa Dudani Company Secretary

.................................................................................. l 22 ANNUAL REPORT 2018-19 .



3. Relatives of Key Managerial Person Name

SN Name of the Persons Designation

a) Shri Puiit Aqrawal Son of Manaqinq Director

b) Smt. Cadambari Agrawal Wife of Executive Director

c) Survalata Soinnino Mills Limited MD's Father is Director

d) Aqatha Developers Pvt Limited MD is Director

Terms and Conditions with the transactions with related parties as under:

a) The sales to and purchases from the related parties are made on the terms equivalents to those that

prevails in the arm's length transactions.

b) Outstanding balances of the related parties at the end of the reporting period are unsecured, interest free

and will be settled in the cash.

Transaction with Related Parties is as under: (' in Lakhs)

SrAs at 31" March, 2019

No Particulars1 Related Parties Key I Relatives Asat

Where Significant Managerlal of Key 31st March

Influence Exists Persons Managerial 2018

Persons

1. Remunuration

Shri Virender Kumar Agrawal 30.01 - 30.01

Smt. Seema Agrawal -- 24.29 - 24.29

Shri Mayank Agrawal -- 19.23 - 19.23

Shri Pujit Agrawal -- - 30.29 24.91

Smt. Cadambari Agrawal -- - 24.12 14.13

Shri Gajanan Chhawsaria -- 14.01 - 11.24

Ms. Deepa Dudani -- 2.86 - 0.22

2. Payment of Interest



Shri MayankAgrawal (HUF) 1.63 - - 0.95


3. Payment of Rent

ISmt. Seema Agrawal -- 46.02 - 44.73

·················································································· l 23 ANNUAL REPORT 2018-19 ··················································································



Transaction with Related Parties is as under: (f In Lakhs)

I I- As at 31" March, 2019-

Related Partle?y IRelatlvea Asat

Sr Where Significant Managerial of Key 31st MarchNo Particulars Influence Exists Persons Managerial 2018

Persons

4. Preference Dividend

Shri Virender Kumar Agrawal -- 10.80 - 10.80

Shri Virender Kumar Agrawal (HUF) 5.60 - - 5.60




5. Director Sitting Fees

Shri Amit Goela -- 0.25 - 0.14

Shri Sushil Kapadia -- 0.25 - 0.09

Shri Manish Kumar -- 0.19 - 0.14

6. Becel?1 of Unsecured Loans



Shri Mayank Agrawal (HUF) -- - - 15.00

Shri Pujit Agrawal -- - - 8.80

7. Be?al£mem of Unsecured Loans



Shri Mayank Agrawal (HUF) 15.00 - - 15.00

Shri PuJit Agrawal -- - 0.50

8. Suryalata Spinning Mills Limited,

a) Purchase of Yam -- - 19.27 49.54

9. Agatha Developers Pvt Limited,

a) Advance against Property -- - 65.00 -

·················································································· 124 ANNUAL REPORT 2018-19 ·················································································



Balances Pavable to Related Parties As at 31" March, 2019

Related Parties Key Relatives Asat

Sr Where Significant Managerial of Key 31" March

No Partlculars Influence Exists Persons Managerial 2018

Persons

1. Interest Payable

Smt. Seema Agrawal 9.84 --

Shri Mayank Agrawal -- 1.51 - -

2. Loan Outstanding



Shri Pujit Agrawal -- - - 74.36

3. 0Mtstandlng Preference Dividend

Shri Virender Kumar Agrawal -- 10.80 - 0.8CI

Shri Virender Kumar Agrawal {HUF) 5.60 - - 5.60


Shri Mayank Agrawal - 8.00 - 8.00


.................................................................................. l 25 ANNUAL REPORT 2018-19 ··················································································



Par11culars

32. DMDEND

Aaat

31.03.2019

(f in L.akhs)

Aaat

31.03.2018

a) Dividend on equity sh.,.. paid during the year

Final Dividend for the F. Y. 2016 - 2017 {f1 (Previous Year f 1) per Equity Shares

off 10 Each}

Dividend distribution tax on final dividend

Final Dividend for the F. Y. 2017- 2018 { f1 (Previous Year f 1}per Equity Shares

off 10 Each}

Dividend distribution tax on final dividend

TnTAI

Propoud DMdend

The Board of Director's at Ila meeting held on May 30, 2019 have recommended a payment of Final Dividend of

f 1 per Equity Shares of Face Value f10 Each for the financial year ended March 31, 2019. The Company has proposed

the dividend off 35.35 Lakhs including the Dividend Distribution tax (f 6.02 Lakhs).

The above is subject to approval at the ensuing Annual General Meeting of the Company and hence it is not recognized

as a "Liability" in the Ind AS financial statements.

33. CONTINGENT LIABILITIES AND COMMITMENTS a.

Bank Guarantees given by the Company's Banker's towards the MSEDCL

Security DepositsInland Letter of Credit against Raw Matertals Purchases Letter of

Credit to be executed on TFO Machineries

BIii discounted wtth the Company's Banker's under the Letter of Credit TOTAL

b. other commitments

1. Estimated amount of contracts remaining to be executed on capital account

and not provided for

i. Towards Property, Plant and Equipment

II. Towards Intangible Assets

2. For derivative contract 19lated commitments,

{Refer Note 38 (a}}

TOTAL

34. SEGMENT REPORTING

Durtng Iha reporting period, the Company has bean operates in only one segment i.e. Yam Manufacturing.

Hence, the Ind AS - 108, "Operating Segment" is not be applicable to the Company.

35. CORPORATE SOCIAL RESPONSIBILmES

In term of requirement of Sect Ion 135 of the Companies Act, 2013, the Company Is not covered under the purview of

eligibilitycriteria for the applicability of Corporate Social Responsibilities Expenses in any of the reporting period

presented by the Company in Ind AS financial statements.

29.32

5.97

35.29

Asat

31.03.2019

1so.n

337.51

488.2B

Asat

31.03.2019

28.34

5.77

34.11

(f in Lakhs)

Aaat

31.03.2018

138.22

1,280.15

1,418.37

Asat

31.03.2018

24.24

24.24

.................................................................................. 126 ANNUAL REPORT 2018-19 .



36. DETAILS OF HEDGED AND UNHEDGED EXPOSURES IN FOREIGN CURRENCY DENOMINATED

MONETARY ITEMS

a) Exposure In foreign currency • Hedged

The Company enters into forward exchange contr acts to hedge its foreigncurrency exposures relatingto the underlying

transactions and firm commitments. The Companydoes not enter into any kind of derivative instruments for tradingand

speculation purposes duringthe reportingperiod.

The forward exc hange contracts used for hedgingforeigncurrency exposures and outstandingas at the end of Reporting

Period.

Cul'Tlncy

Forward contracts to buy USD ($)·As At 31st March 2019

?rward contracts to buy USD ($)·As At 31st March 2018

Number BuyAmount lndlan Rupee

of (InUSDS) Equivalents

Contracts (Inf Lald11)

.. .

4 33,30,200 2,246.99- --

b) Exposure In foreign cul'Tlncy • Unhedged

The foreigncurrency exposure not hedged as at 31st March, 2019 are as under:

Cul'Tlncy

Payable in USD

Payable in f Lakhs

Receivable in USD

Receivable in f Lakhs

37.DISCLOSURE PURSUANT TO EMPLOYEE BENEFITS A.

Defined Contribution Plans

Amount off 138.35 Lakhs (31st March 2018 f 134.33 Lakhs)is recognized as an expenses in the Ind AS financial

statements and separately disclosed in 'Note No. 25" - 'Employee Benefit Expenses'.

Asat Asat

31.03.2019 31.03.2018

36,362 63,333.95

25.15 41.19

7,65,524.84 8,38,357.53

529.52

545.30

(Flguresln, Lakhs)


31.03.2019 31.03.2018

Provident Fund 43.70 44.80

Pension Fund 64.62 65.18

Other Fund administrated by the Company 30.04 24.35

TOTAL 138.35 134.33

The Company's Provident Fund is administrated by the Trust. The rules of the Company's Provident Fund administrated by the Trust

require that if the Board of the trustee are unable to pay interest at the rate declared for Employees' Provident Fund by the

Government under Para 60 of the Employees' Provident Fund Scheme, 1952 for the reason that the return on investment is less or

for any other reason, then the deficiency shall be made good by the Company. Having regard to the assets of the fund and the return

on the investments, the Company does not expect any deficiency in the foreseeable future.

.................................................................................. 127 ANNUAL REPORT 2018-19 ··················································································

................................................................ 1 1\ SURVAAMBA SPINNING MILLS LIMITED


B. Defined Benefit Plans

The Company has following post employment benefits which are in the nature of defined benefit plan

a)GratuityThe Company provides for Gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are

in continuous service for a period of frve years are eligible for Grauity. The amount of gratuity payable on retirement I

termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for

the number of years of service. Thegrauity plan is unfunded plan.Aunts and Liability (Balance Sheet Position)

Partlculars

Present Value of ObligationFair Value of Plan Assets

Surplus I (Deficit)

Effects of Asset Ceiling, if any

TOTAL

Expanses recognized during the Reporting Period

Partlculars

In Income Statements

In other Comprehensive Income

TOTAL

Actuarlal Valuatlon Method

Alat

31.03.2019

397.27

397.27

397.27

Alat31.03.2019

54.52

(45.88)8.64

Alat

31.03.2018

413.48

413.48

413.48

Asat31.03.2018

75.57

(47.16)

28.40

The valuation has been carried out using the Project Unit Credit Method as per the Ind AS - 19 to determine the Present Value of

Defined Benefit Obligations and the related Current Service Cost and, where applicable, Past Service Cost. It should be noted that

the valuations do not affect the ultimate cost of the plan, only the timing of when the benefits cost are recognized.

Changes In Present Value ofObllgatlon

PartlcularsAlat Asat

31.03.2019 31.03.2018

Praent Value of the Obligation at beginning of the Period 413.48 398.08

Current Service Cost 22.29 24.02

Interest Expenses or Cost 32.23 29.68

Remeasurement (Gain) I Loss arising from:

Change in Financial Assumptions 51.01 (16.97)Experience Variance (i.e. Actual Experience vs Assumptions) (96.89) (30.20)Past Servic£ost 21.86

Benefits Paid (24.85) (11.00)Present Value of the ObllgaUon at the end of Period 397.27 413.48

.................................................................................. 128 ANNUAL REPORT 2011-19 .


Changes in Fair Value of Plan Assets


31.03.2019 31.03.2018

8.03

(8.03)

Asat Asat

31.03.2019 31.03.2018

7.70% 7.80%

7.00% 6.00%

100.00% 100.00%

60Years 60Years

1.00% 1.00%

Asat Asat

31.03.2019 31.03.2018

473 486

57.74 59.34

13.42 16.96

41.33 41.03

18.67 18.97

6,350 8,241

15.85 16.11

(f in Lakhs)

Asat Asat31.03.2019 31.03.2018

397.27 413.48

As at 31.03.2019 As at 31.03.2018

Sensitivity Analysis

Nunebr of Employees

Total Monthly Sala?in.akhs)

Average Past Service (Years)

Average Age (Years)

Average Remaining Working Life (Years)Number of Completed year valued

Decrement adjusted remaining working life (Years)

Defined Benefit Obligation (Base)

Discount Rate (per annum)Salary Growth rate (per annum)

Mortalily Rate (% of IALM 06- 08)Nonnal Retirement AgeAttrition I (Withdraw!) Rate (per annum)

Particulars

Fair Value of Plan Assets at the beginning of the year

Interest Income

Employer's Contribution

Employee's Contribution

Benefits Paid

Acquisition AdjustmentsFair Value of Plan Assets at the end of Period

Financial Assumptions

Particulars

Summary of Membership Status

Particulars

Discount Rate((+ 1%)

(% Change compared lo base due to Sensitivity)

Salary Growth Rate (- I + 1 % )

(% Change compared to base due to Sensitivity)Attrition Rate/(+ 50% of Attrition Rate)

(% Change compared lo base due to Sensitivity)

Mortality Rate/ft 50% of Attrition Rate)

(% Change compared to base due to Sensitivity)

---------------------------· 129

Decrease

453.67

14.20%

350.66

-11.70%

395.42

-0.50%

397.11

0.00%

IANNUAL REPORT 2018-19

Increase Decrease Increase

349.53 473.72 362.71

-12.00% 14.60% 12.30%

451.04 364.78 470.02

13.50% 11.80% 13.70%

398.99 408.37 418.30

0.40% 1.20% 1.20%

397.42 413.05 413.90

0.00% 0.10% 0.10%

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



Effect of Plan on Entity's Future Cash Flows (For Gratuity)

Particulars

Weighted Average Duration (Based on discounted Cashflows)

For One Years

For Two to Five Years

For Six to Ten Years

For More than Ten Years

C. Other Long Tenn Employee Benefits

Leave Encashment

Amount oft 23.49 Lakhs (31 March 2018 t 2.73 Lakhs) Is recognized as an expenses In the Ind AS flnanlcal

statements and seprately disclosed in • Note No. 25" - "Employee Benefit Expenses".

Asat

31.03.2019

13 Years

11.53

35.16

158.70

1,047.26

(II' in Lakhs)

Asat

31.03.2018

14 Years

8.49

46.17

141.65

1,188.22

38. EARNINGS PER SHARE

Net Profit after tax as per the statement of Profit or Loss

attributable to the holder of Equity Shares

Nominal Value of Equity Shares ( t )

Weighted average number of Equity Shares used as denominator for

calculating the earnings per share

Basic and Diluted Earnings Per Share

{f in Lakhs)

Asat Aaat

31.03.2019 31.03.2018

342.02 234.69

10 10

29,31,944 29,31,944

11.87 8.00

39.Previous years audited figure s has been regrouped I recaated I rearranged wherever necessary to make them

comparable for the purpose of preparation and presentation of Ind AS financial statements.

SIGNATURE TO THE NOTE "1" TO NOTE "39"

Significant Accounting Policies 1&2

The accompanying notes are forming integral part of the Financial Statements

As per our report of even date attached

For s. VENKATADRI & co.


FRN No.: 004614S

VIRENDER KUMAR AGRAWAL

Managing Director

DIN No: 00013314

SEEMA AGARWAL

JI.Managing Director

DIN No: 01430206

K. SRINIVASA RAO G N CHHAWSARIA DEEPA DUDANI

Partner Chief Finance Officer Company Secretary


Place : Hyderabad Place : Nagpur Place: NagpurDated: May 30, 2019 Dated: May 30, 2019 Daled: May 30, 2019

.................................................................................. 130 ANNUAL REPORT 2018-19 .


Sl\SURYAAAMBA SPINNING MILLS LIMITED

CIN:L18100TG2007PLC053831

Surya Towers, 1st Floor, 105,Sardar Patel Road, Telangana - 500 003

Phone: 040-27813360, Email: [email protected]:www.suryaamba.com

FORM NO MGT-11

PROXY FORM

[Pursuant to section 105 (6) of the Companies Act, 2013 and rule 19 (3) of the Companies (Managementand Administration) Rules, 2014)

Name of the member(s): --------------------------

Registered address :----------------------------

E-mail Id:_

Folio No I Client Id I DP ID :_

I/We, being the Member(s) of the above named Company, holding shares, hereby appoint:

(1) Name: Address:..

E-mail Id: Signature: or failing him/her;

(2) Name: Address:..


(3) Name: Address:.


as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 12th Annual General

Meeting of the Company to be held on Monday, 19th August, 2019 at 10.30A.M. at Kamat Lingapur Hotel, 1-

10-44/2, Chikoti Garden Road, Old Patigadda, Chikoti Gardens, Begumpet, Hyderabad, Telangana 500016,India, and at any adjournment thereof in respect of such resolutions as are indicated below:

.................................................................................. 131 ANNUAL REPORT 2018-19 .


S.No.1 Resolution For Against

1. Adoption of Audited Standalone Financial Statements of the Companyfor the financial year ended 31st March, 2019, together with the Reportsof the Board of Directors and Auditors thereon.

2. Declaration of Dividend on Cumulative Redeemable Preference Shares.

3. Declaration of Dividend on Equity Shares@ 10% (i.e. f1 .00/- per equity

share)forthe financial year 201819.

4. Appointment of Mr. Vi render Kumar Agarwal, {DIN:00013314)Managing Director of the Company, liable to retire by rotation.

5. Ratification of CostAuditor's remuneration.

6. Appointment of Mr. Sushil Kapadia (DIN01730944) asan IndependentDirector of the Company

7. Appointment of Mr. Nilesh Panpaliya (DIN: 08499844) as

an Independent Director of the Company8. Re-appointment of Mr. Amit Goela {DIN:01754804) as an Independent

Director of the Company for a second term of 5 consecutive years.9. Re-appointment of Mr. Sushil Kapadia (DIN 01730944) as an

Independent Director of the Company for a second term of 5 consecutive

years.

10. Payment of Managerial Remuneration in view of the Amended

Provisions of Section 197( 1 ) of the Companies Act, 2013.

11. Payment of remuneration to Executive Directors in terms of Regulation

17(6) (e) ofSEBIAmended Regulations.12. Increase in the borrowing limits pursuant to the provisions of section

180(1) (c) of the Companies Act, 2013.

13. Creation of Charge on properties of the Company, in respect of

Iborrowings pursuant to the provisions of section 180(1) (a) of the

CompaniesAct, 2013.

Signed of this day of 2019.

Signature of Shareholder Signature of Proxy holder(s)

Notes:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the

Company, not less than 48 hours before the commencement of the Meeting.2. It is optional to indicate your preference. If you leave the 'For' or 'against' column blank against any or all Resolutions,your Proxy will be entitled to vote in the manner as he/she thinks appropriate.Please complete all details including details ofmember(s) in above box before submission

.

.................................................................................. 132 ANNUAL REPORT 2018-19 .


S\\SURYAAAMBA SPINNING MILLS LIMITED

CIN:L18100TG2007PLC053831

Surya Towers, 1st Floor, 105,Sardar Patel Road, Telangana - 500 003

Phone: 040-27813360, Email: [email protected]:www.suryaamba.com

ATTENDANCE SLIP

EolloNo.:_

D.P. ID I Cllent ID : No. of Shares:

NAMEANDADDRESSOFTHESHAREHOLDER??

NAMEANDADDRESS OF THE PROXY HOLDER:

I certify that I am a registered shareholder I proxy for the registered shareholder of the Company. I herebyrecord my presence at the 12th Annual General Meeting of the Company on Monday, 19th August, 2019 at

10.30 A.M. at Kamat Lingapur Hotel, 1-10-44/2, Chikoti Garden Road, Old Patigadda, Chikoti Gardens,Begumpet, Hyderabad, Telangana500016, India.

Signature of Member/Proxy

Note: Please complete this and hand it over at the entrance of the hall.

-----------------------------------------------------l"E:,A.? ?E:?E:-----------------------------------------------

.................................................................................. 133 ANNUAL REPORT 2018-19 .

Location Map of AGM to be held..

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S-l-

SURYAAMBA

SPINNING MILLS

LIMITED

Regd. Off.

1st floor, Surya Towers,105, Sardar Patel Road,Secunderabad-500 003 (A.P.)Tel: 040-27813360

Corp. Off.

A-101, Kanha Apartment,128, Chhaoni Katol Road,Nagpur-440 013 (M.S.)

T 0712-2591072, 2591406 F 0712-2591410 E [email protected]

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