th ANNUAL REPORT 2016 - 2017 - Bombay Stock Exchange · Banjara Hills, Hyderabad-500 034. WORKS ......

36th

ANNUAL REPORT2016 - 2017

Priyadarsini Limited(Formerly known as Priyadarshini Spinning Mills Limited)

(Registered Office: Survey No. 726 &744, Sadasiv Pet, Sadasiv Pet Mandal, Sangareddy – 502 291)

C o n t e n t s

Notice 2

Notes 3

Directors’ Report 7

Annexure to Director’s Report 10

Form No. MGT-9 11

Secretarial Audit Report 22

Report on Corporate Governece 24

Compliance Certificate on 33Corporate Governanance

Independent Auditors’ Report 34

Annexure to the independent 36Auditors’ Report

Balance Sheet 38

Statement of Profit & Loss 39

Cash Flow Statement 40

Significant Accounting Policies 41

Notes to Financial Statements for 42the Year ended 31 March, 2017

PRIYADARSINI LIMITED

Board of Directors Mr.C.K. Rao, Executive Vice Chairman 00018525Mr.Vishnu Basudeo Bajaj, Independent Director 02015122Mr. Sivayya Dasari, Independent Director 06722129Mrs. Ratnakumari Cherukuri, Director 00018519

Audit Committee Mr.Vishnu Basudeo BajajMr. Sivayya DasariMrs. Ratnakumari Cherukuri

Shareholders Relationship Committee Mr. Vishnu Basudeo BajajMr. Sivayya DasariMrs. Ratnakumari Cherukuri

Remuneration Committee Mrs. Ratnakumari CherukuriMr. Sivayya DasariMr.Vishnu Basudeo Bajaj

Chief Financial Officer Mr. K. Chennakesavulu

Statutory Auditors M/s P. Srinivasan & Co.,Chartered AccountantsH.NO.12-13-422, Street No.1(Lane Opp. to Bank of Baroda)Tarnaka, Secunderabad - 500 017

Regd. Office Survey No 726 & 744Sadasivpet, Sadasivpet MandalSangareddy District – 502 291

Corporate Office: Satyanarayana Enclave, Icon Block, 3rd Floor,Madinaguda, Hyderabad -500049

Mktg. Division G-9, Nahar & Seth Indl. EstatePlot No. 29, B/D, Chakala RoadAndheri (East), Mumbai – 400 093

CIN: L18100TG1981PLC003031

Bankers State Bank of IndiaUnion Bank of IndiaSyndicate BankBank of India

Registrar & Share Transfer Agents: M/s. XL Softech Systems LimitedPlot No.3, Sagar Society, Road No.2,Banjara Hills, Hyderabad-500 034.

WORKS

Unit-I Wind Mill Gas Power Project

Sadashivpet Ramagiri Y.Kattapalli Village, P.Gannavaram MandalSangareddy District Anantapur District East Godavari Dist. A.P. – 533 240.

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 36th Annual General Meeting of the Members of M/s.Priyadarsini Limited will beheld on WEDNESDAY, 29TH day of NOVEMBER, 2017 at . 0 A.M. at the Registered Office of the Company10 0situated at Priyadarsini Limited factory premises Survey No. 726 & 744, Sadasivpet, Sadasivpet Mandal,Sangareddy District – 502 291 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Financial Statements for the financial year ended 31stMarch, 2017, together with the reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Mrs.Ratnakumari Cherukuri (00018519), who retires by rotation at thisAnnual General Meeting, and being eligible, offers herself for re-appointment

3. To appoint the auditors of the companyTo consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, ifany, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as may beapplicable and based on the recommendations of the Audit Committee and the Board of Directors,approval of Members be and is hereby accorded to the appointment of M/s.GMN Rao & Associates,Chartered Accountants (Firm Registration No.016126S) as Statutory Auditors of the Company, in placeof retiring auditors M/s.P.Srinivasan & Co., Chartered Accountants (Firm Registration No.004055S), tohold office from the conclusion of this 36th Annual General Meeting (AGM) until the conclusion of the41st AGM, for a period of 5 years, and subject to ratification by members at every Annual GeneralMeeting and at such remuneration and out of pocket expenses, as may be decided and approved by theAudit Committee and Board of Directors of the Company.”

SPECIAL BUSINESS:

4. To consider and, if thought fit to pass with or without modification, the following resolution as a SpecialResolution:

“RESOLVED THAT pursuant to the provisions of Section 196, 197, 203 and any other applicableprovisions of the Companies Act, 2013 and the rules made there under (including any statutorymodification(s) or reenactment thereof for the time being in force), read with Schedule V to theCompanies Act, 2013 and Articles of Association of the Company and subject to the approval of CentralGovernment or other Government authority/agency/board, if any, the consent of the shareholders ofthe Company be and is hereby accorded to reappoint Mr. Kowsalendra Rao Chrukuri (DIN: 00018525),as Executive Vice chairman of the Company for a period of three years with effect from 07th June, 2017without any remuneration.


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By Order of the Board of DirectorsFor Priyadarsini Limited

Place: HyderabadDate : 16.10.2017

C. K. RaoExecutive Vice Chairman

DIN No: 00018525

NOTES

1 The Statement pursuant to Section 102(1) of the Companies Act, 2013 in respect of the Ordinary/Special Business set out in the notice and Secretarial Standard on General Meetings (SS-2), whereverapplicable, are annexed hereto.

2 The Register of Members and the Share Transfer Books of the Company will remain closed from Friday,24th November, 2017 toWednesday, 29th November, 2017 (both days inclusive).

3 A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTENDAND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THECOMPANY. PROXIES IN ORDER TO BE EFFECTIVE SHOULD BE RECEIVED BY THE COMPANYAT ITS REGISTERED OFFICE NOT LESSTHAN 48 HOURS BEFORETHE MEETING.

4 A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy toattend and vote on a poll instead of himself and the proxy need not be a member of the Company.

5 The instrument appointing the Proxy, in order to be effective, should be deposited, duly complete andsigned, at the Registered Office of the Company not less than (48) Forty-Eight hours before thescheduled start of the meeting. Proxies shall not have any right to speak at the meeting.

6 Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy onbehalf of not more than fifty (50) members and holding in aggregate not more than 10% of the total sharecapital of the Company carrying voting rights. A member holding more than 10% of the total sharecapital of the Company carrying voting rights may appoint a single person as proxy, who shall not act asa proxy for any other person or shareholder.The appointment of proxy shall be in the Form No. MGT.11annexed herewith.

7 Members/Proxies are requested to bring their duly filled Attendance Slip along with the copy of theAnnual Report to the Meeting.

8 Member(s) are requested to notify immediately any change in their address to the Company at theRegistered Office

9 Pursuant to Section 72(1) of the Companies Act, 2013, read with Rule 19(1) of Companies (ShareCapital and Debentures) Rules, 2014, facility for making nominations is now available to INDIVIDUALSholding shares in the Company. The prescribed nomination Form-SH-13 can be obtained from theShareTransfer Agent or may be downloaded from the website of the Company.

10 In case of joint holders attending the Meeting, only such joint holder who is higher in the order of nameswill be entitled to vote.

11 Members, who hold shares in physical form, are requested to advise the Company immediately of anychange in their addresses.

12 Members, who hold shares in electronic form, are requested to intimate details regarding change ofaddress, etc. to the Depository Participants, where they have their Demat accounts.

13 Members may avail of the facility of dematerialization by opening Demat accounts with the DepositoryParticipants of either National Securities Depository Limited or Central Depository Services (India)Limited and get equity share certificates held by them dematerialized.

14 Members, who hold shares in electronic form, are requested to bring their Client Id and DP Id for easyidentification.

15 Since the securities of the Company are compulsorily tradable in electronic form, to ensure betterinvestor service and elimination of risk of holding securities in physical form, it is requested that themembers holding shares in physical form to get their shares dematerialized at the earliest.

16 Green Initiative in the Corporate Governance – Registration of email address.The members are requested to register email address with the Depository Participant/the Registrar andShare Transfer Agent of the Company, i.e. XL Softech Systems Limited, as the case may be, for serviceof documents.

17 Brief resume of the Directors including those proposed to be appointed/re-appointed, nature of theirexpertise in specific functional areas, names of companies in which they hold Directorships andMemberships / Chairmanships of the Board Committees, shareholding and relationships betweenDirectors inter-se, is annexed hereto and forms part of this Notice.

18 Members holding shares in multiple folios in identical names or joint accounts in the same order ofnames are requested to consolidate their shareholdings into one folio.


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19 Members are requested to send their queries at least 10 days before the date of meeting so thatinformation can be made available at the meeting.

Voting through electronic means

20 in compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of theCompanies (Management and Administration) Rules, 2014, the Company is pleased to provide themembers with facility to exercise their right to vote at the Annual General Meeting (AGM) by electronicmeans and the business may be transacted through e-Voting Services provided by CentralDepository Services (India) Limited (CDSL).

The e-voting period commences on Sunday, 26th November, 2017 (9.00 A.M.) and ends Tuesday,28th November, 2017 (5:00 P.M.). During this period shareholders' of the Company, holding shares ason cut-off date Tuesday, 21st November, 2017 either in physical form or in dematerialized form, maycast their vote electronically.The e-voting portal shall be disabled by CDSL for voting thereafter. Oncethe vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change itsubsequently. The voting rights of shareholders shall be in proportion to their shares of the paid upequity share capital of the Company.A member who has cast his vote by electronic means is not entitledto vote again at the AGM.

BSS & Associates, Practicing Company Secretaries, has been appointed as the scrutinizer toscrutinize the e-voting process and they will submit their report within the period not exceeding threeworking days from the conclusion of e-voting.The Chairman will declare the results on or after the AGMof the Company accordingly and will also be placed at the company website.

21 The Instructions for members for voting electronically are as under:

In case of members receiving e-mail:

(I) Log on to the e-voting website www.evotingindia.com

(ii) Click on "Shareholders" tab.

(iii) Now, select the "COMPANYNAME from the drop down menu and click on "SUBMIT”

(iv) Now Enter your User ID (For CDSL:16 digits beneficiary ID,For NSDL: 8Character DP ID followedby 8 Digits Client ID, Members holding shares in Physical Form should enter Folio Numberregistered with the Company and then enter the Captcha Code as displayed and Click on Login.

(v) If you are holding shares in Demat form and had logged on towww.evotingindia.com and voted onan earlier voting of any company, then your existing password is to be used. If you are a first timeuser follow the steps given below.

(vi) Now, fill up the following details in the appropriate boxes:

For Members holding shares in Demat Form For Members holding shares inPhysical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)

DOB# Enter the Date of Birth as recorded in your demat account or in the companyrecords for the said demat account or folio indd/mmlyyyy format.

Dividend Bank Details# Enter the Dividend Bank Details as recorded in your demat account or in thecompany records for the said demat account or folio.


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*Members who have not updated their PAN with the Company/Depository Participant arerequested to use the first two letters of your name and the sequence number in the PAN field.Eg. Ifyour name is Ramesh Kumar with sequence number1then enter RA00000001 inthe PAN field.

#Please enter any one of the details in order to login. .In case either of the details are not recordedwith the depository please enter the<DefaultValue> in the Dividend Bank details field.

(vii) After entering these details appropriately, click on “submit” tab.

(viii) Members holding shares in physical form will then reach directly the Company selection screen.

However, members holding shares in demat form will now reach 'Password Creation' menuwherein they are required to mandatorily enter their login password in the new password field.Kindly note that this password is to be also used by the demat holders for voting for resolutions ofany other company on which they are eligible to vote, provided that company opts for a-votingthrough CDSL platform. It is strongly recommended not to share your password with any otherperson and take utmost care to keep your password confidential.

(ix) For Members holding shares in physical form, the details can be used only for e-voting on theresolutions contained in this Notice.

(x) Click on <Company Name> on which you choose to vote.

(xi) On the voting page, you will see Resolution Description and against the same the option–“YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that youassent to the Resolution and option NO implies that you dissent to the Resolution.

(xii) Click on the "Resolutions File Link' 'if you wish to view the entire Resolutions.

(xiii) After selecting the resolution you have decided to vote on, click on "SUBMIT”.A confirmation boxwill be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on"CANCEL: 'and accordingly modify your vote.

(xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

(xv) You can also take out print of the voting done by you by clicking on "Click here to print” option on theVoting page.

(xvi) If Demat account holder has forgotten the changed password then Enter the User ID and CaptchaCode click on Forgot Password & enter the details as prompted by the system.

(xvii) Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on tohttps:/lwww.evotingindia.co.in and register themselves as Corporate. After receiving the logindetails they have to link the account(s) which they wish to vote on and then cast their vote.Theyshould upload a scanned copy of the Board Resolution and Power of Attorney (POA) which theyhave issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer toverify the same.

In case of members receiving the physical copy:

(a) Please follow all steps from sl.no.(I) to sl. .no.(xvii) above to cast vote.

(b) The voting period begins on Sunday, 26th November, 2017 (9.00 A.M.) and ends Tuesday, 28thNovember, 2017 (5:00 P.M.). During this period shareholders' of the Company, holding shareseither in physical form or in dematerialized form, as on the cut-offTuesday, 21th November, 2017 ofRecord Date, may cast their vote electronically.The a-voting module shall be disabled by CDSLfor voting thereafter.

(c) In case you have any queries or issues regarding e-voting, you may refer the Frequently AskedQuestions (“FAQs") and e-voting manual available at www.evotingindia.co.in under help section orwrite an emailto [email protected].

13. As an austerity measure, copies of the annual report will not be distributed at the Annual GeneralMeeting.Members are requested to bring their attendance slip along with a copy of Annual Reportto the Meeting.


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DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING


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Particulars Cherukuri Ratnakumari (Re-appointment)

Date of Birth 25-08-1950

Qualifications Studied upto Graduation

Expertise in specific functional areas Knowledge of managing her husband’s business for last threedecades

Chairmanships/ Directorships of other M/s. Padmaja Agencies Private LimitedCompanies (excluding Foreign M/s. Sravanthi Agencies Private LimitedCompanies and Section25 Companies)

Chairmanships/ Memberships N. A.of Committees of other PublicCompanies (includes only AuditCommittee; and Shareholders/Investors Grievance Committee)

Number of shares held in the 189850Company




DIN No: 00018525

ITEM NO.4:

Mr.Kowsalendra Rao Cherukuri, aged 76 years, is a promoter and Executive Vice Chairman of the Companyand having over 40 years of industry experience in the field of manufacturing. He has a degree in textiletechnology His current term of Executive Vice chairman of the Company expires on 07th June, 2017. He hasexcellent grasp and thorough knowledge and experience in general management.He has knowledge ofvarious aspects relating to the Company’s affairs and long business experience, the Board of Directors is ofthe considered opinion that for smooth and efficient running of the business, the services of Mr. KowsalendraRao Cherukuri should be available to the Company for a further period of three years with effect from 07thJune, 2017 without any remuneration.

Mrs. Ratnakumari Cherukuri being related to Mr.Kowsalendra Rao Cherukuri, is interested and concerned inthe above resolution along with the incumbent. Save and except Mr. Mr.Kowsalendra Rao Chrukuri(DIN:00018525) and his relatives to the extent of their shareholding interest, if any in the Company, none ofthe Directors/Key Managerial Personnel of the Company/their Relatives or in any way concerned orinterested financially or otherwise in the resolution set out at Item No.4 of the Notice of the 36th AnnualGeneral Meeting.

The Board recommends the Special Business as set out in Item No.4 of the Notice for approval of the

shareholders as Special Resolution.




DIN No: 00018525

DIRECTORS' REPORTDear Shareholders,

Your Directors have pleasure in presenting 36th Annual Report together with the Audited Accounts for the yearended 31st March, 2017.

1. Financial Performance

The financial results of the Company for the financial year 2016-17 as compared with the previous year are asfollows:-

31March 2017 31March 2016

Total Revenue 2585.74 3467.56

Profit/ Loss before Tax -1083.15 -1389.04

Tax Expenses 0 0

Profit / Loss for the year -1083.15 -1389.04

Balance of Profit/Loss brought forward from previous year -7840.83 -6542.95

Profit/ Loss available for appropriation -8923.98 -7840.83

DIVIDEND

Your Directors are not declaring any dividend as theCompany has incurred loss during the financial year.

POLICY ON MATERIAL SUBSIDIARIES

During the financial year under review, the companyhas achieved a turnover of Rs.2585.74 lakhs againstRs. 467.56 Lakhs in the previous financial year. The3Company has incurred a loss of Rs.1083.15 lakhsagainst a loss of Rs.1389.04 lakhs in the previousperiod.

Due to lack of working capital the company carriesout the operations on job work basis during the entireperiod under review.

The management is taking effective steps to cut thecost and improve production.

TEXTILE INDUSTRY

Textile is the oldest industry in the country and it is themost labour intensive industry. This sector givesdirect employment to 35 million people and indirectemployment to 45 million people covering mostlywomen and rural poor. This industry contributes forthe growth of the country in terms of job creation inrural areas, export earnings, besides meeting thebasic needs of the people.

The capacity of the Industry is much more than thedomestic requirements. The fall in exports due torecession in developed countries has resulted inpoor price realization form the domestic market. Theunprecedented huge price fluctuations of raw

materials and demand recession for all Textileproducts have seriously affected and drove theindustry to register huge losses during the year.Nearly 75% to 80% of the textile mills across thecountry have started incurring losses.

In order to bail out the ailing industry the SpinningMills Associations have approached the TextileMinistry pleading for reliefs.RBI relaxed conditions toavoid Textile units from being classified as NPAS byopting for debt restructuring. Moratorium on paymentof principal and interest on term loans a period of twoyears. Sanction of working capital term loanrepresenting the uncovered portion in the cash creditloan account and interest relief have been provided.

OUTLOOK ON OPPORTUNITIES, RISK ANDCONCERN

The fundamental growth drivers of Indian economyremain strong despite the economic turmoil in theworld. There would be growing opportunities in theinternational market as well as domestic market.Theconsumption is growing in response to growing percapita income, population and strong retail push.With regards to textile industry, there are significantopportunities in the domestic market as moreconsumers are buying readymade garments andalso consumption of the cloth per capita continues toincrease due to growth in the economy which isadding to the purchasing power of the consumers.Macroeconomic factors increase in interest rates arethe major risk factors presently for the textile industry.Increase in interest rates will affect the profitability.

(Rs. In Lakhs)


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confirming compliance of the Conditions ofCorporate Governance.

PARTICULARS OF CONTRACTS &ARRANGEMENTS WITH RELATED PARTIES

All transactions entered by the Company withRelated Parties were in the Ordinary course ofBusiness and are at Arm's Length pricing basis. TheAudit Committee granted approvals for thetransactions and the same were reviewed by theCommittee and the Board of Directors.

There were no materially significant transactions withRelated Parties during the financial year 201 -16 7which were in conflict with the interest of theCompany.The details of contracts and arrangementswith related parties as referred to in Section 188(1) ofthe Companies Act, 2013 were given as Annexure - Ito the Board's Report in form No: AOC-2 pursuant toSection 134 (3)(h) of the Act read with Rule 8(2) of theCompanies (Accounts) Rules 2014.

EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3(a)of the Companies Act, 2013, an extract of the AnnualReturn in Form MGT-9 is appended as Annexure-II tothe Board's Report.

PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS

Pursuant to section 186 of Companies Act, 2013 andSchedule V of the Securities and Exchange Board ofIndia (Listing Obligations and DisclosureRequirements) Regulations, 2015 (“ListingRegulations”), the Company neither has, directly orindirectly, given any loan to its Directors nor extendedany guarantee or provided any security in connectionwith any loan taken by them. Further, the Companyhas neither given any inter-corporate loan / advancenor made any investments in other companies duringthe financial year 2016-17.

Number of Board Meetings held

The Board of Directors duly met 4 times during thefinancial year from 1st April, 2016 to 31st March,2017, the details of which are given in the CorporateGovernance Report.The maximum interval betweenany two meetings did not exceed 120 days, asprescribed in the Companies Act, 2013 andSecretarial Standard -1.


Since the industry is capital intensive.

ADEQUCY OF INTERNAL CONTROLS

The company has a proper and adequate system ofinternal controls to ensure that all assets aresafeguarded, and protected against loss fromunauthorized use of disposition, and that transactionsare authorized, recorded, and reported correctly. Theinternal control system is supplemented by anextensive program of internal audits, review bymanagement and documented policies, guidelinesand procedures.

The internal control system is designed to ensure thatthe financial and other records enable for preparingfinancial statements and other data and formaintaining accountability of assets. The auditCommittee comprising independent Directors willreview the internal control system on quarterly basis.

EXPORTS

During the period under review there were no exports.

WINMILL

During the year under review, the 1.8 M.W. Windpower mill has generated 22,21,700 units as against18,42,086 units in the previous year.

GAS POWER PROJECT

The 3.2 M.W. Gas based power project of thecompany has not generated power during the currentyear due to non availability of Gas.

FIXED DEPOSITS

The company has not accepted any fixed depositsduring the year.

INSURANCE

The properties of the company including its building,plant and machinery and stocks have beenadequately insured.

CORPORATE GOVERNANCE

Your Company is in conformity with the code ofCorporate Governance enunciated in Regulation 27(2) of the SEBI (Listing Obligations and DisclosureRequirements) 2015 read with the Listing Agreemententered with the Stock Exchanges. A separate reporton Corporate Governance in annexed hereto andform part of Directors’ Report together with acertificate from the Auditors of the Company

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Directors and Key Managerial Personnel

In terms of Section 152 of the Companies Act, 2013,Mrs. Ratnakumari, Director would retire by rotation atthe forthcoming AGM and is eligible for re-appointment. Mrs. Ratnakumari has offered herselffor re-appointment.

Mr. Kowsalendra Rao Cherukuri as executive vicechairman has been re-appointed for a further periodof 3 years with effect from 7th June, 2017 without anyremuneration.

Based on the confirmations received from Directors,none of the Directors are disqualified fromappointment under Section 164 of the Companies Act2013.

DIRECTORS'S RESPONSIBILITY STATEMENT

Pursuant to section 134 (5) of the Companies Act,2013, your Director’s Confirm that:

i) In the preparation of the annual accounts, theapplicable accounting standards have beenfollowed;

ii) Such accounting policies have been selectedand applied them consistently and madejudgments and estimates that are reasonableand prudent so as to give a true and fair view ofthe statement of affairs of the company at the endof the financial year and of the profit/ loss of thecompany for that year;

iii) Proper and sufficient care have been taken forthe maintenance of adequate accountingrecords in accordance with the provisions of thisAct for safeguarding the assets of the companyand for preventing and detecting fraud and otherirregularities;

iv) the annual accounts on a going concern basis;

v) The directors had laid down internal financialcontrol to be followed by the company and thatsuch internal financial controls are adequate andwere operating effectively.

vi) The directors had devised proper systems toensure compliance with the provisions of allapplicable laws and that such systems wereadequate and operating effectively.

STATUTORY AUDITORS

In terms of the provisions of Section 139(1) ofCompanies Act, 2013 (the “Act”), no listed company

can appoint or re-appoint an audit firm as auditor formore than two terms of five consecutive years. TheAct further prescribes as per section 139(2), that theCompany shall comply with requirements within aperiod not later than the date of First AGM held afterthree years from the commence of this Act.

M/s. P. Srinivasan & Co., Chartered Accountants,(Firm Registration No.004055S), Statutory Auditorsof the Company have completed two consecutiveterms of five years each. In terms of their appointmentmade at the 35th AGM held on 26th September,2016, they shall hold office of the auditors up to theconclusion of the 36th AGM. Your company’s Boardplaced on record its appreciation and gratitude to M/s.P.Srinivasan & Co., the retiring Statutory Auditors fortheir long association with the Company and alsothanked Mr. K Ranganathan and other Partners ofM/s. P Srinivasa & Co., for their invaluable guidancerendered to the company.

Based on the recommendations of the AuditCommittee and subject to the approval of theshareholders, it is proposed to appoint M/s.GMN Rao& Associates, Chartered Accountants (FirmRegistration No.016126S) as Statutory Auditors ofthe Company for a period of 5 years, commencingfrom the conclusion of 36th AGM till the conclusion ofthe 41st AGM. M/s.GMN Rao & Associates,Chartered Accountants, have consented to the saidappointment and confirmed that their appointment, ifmade, would be within the limits specified underSection 141(3)(g) of the Act.

Qualification by Statutory Auditor Information &Explanation in respect of Qualification / Reservationor Adverse remarks contained in IndependentAuditors Report under Paras: Basis for Qualifiedopinion, Emphasis of Matter and Other Matters:

1.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Actand the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, the Board ofDirectors has appointed Putcha Sarada, PracticingCompany Secretary for conducting Secretarial Auditof the Company for the financial year 2016-2017.TheSecretarial Audit Report is annexed herewith asAnnexure-III.

Qualification by Secretarial Auditor

The Secretarial Auditor's Report does not contain any


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qualifications, reservation or adverse remarks exceptnon compliance of Section 203 of the Companies Act,2013 in respect of appointment of Company Secre-tary as Key Managerial Person.

Board Response:

In complying with the provisions of Section 203 of theCompanies Act, 2013 regarding appointment ofCompany Secretary, now the company is in theprocess to appoint a suitable person who will takecare the Secretarial and Listing Compliance part ofthe Company.

DETAILS RELATING TO REMUNERATION OFDIRECTORS, KEY MANAGERIAL PERSONNELAND EMPLOYEES

The information required under Section 197 of theCompanies Act, 2013 read with rule 5(1) of theCompanies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 are provided inseparate annexure forming part of this Report asAnnexure-IV.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company havesubmitted their declarations as required underSection 149(7) of the Companies Act, 2013 statingthat they meet the criteria of independence as persub-section (6) of Section 149 of the Act.

NOMINATION AND REMUNERATION POLICY

In compliance to the provisions of Section 178 of theCompanies Act, 2013 and Regulation19 of SEBI(Listing Obligations and Disclosure Requirements)Regulat ions, 2015, the Nominat ion andRemuneration Committee has recommended to theBoard a Nomination and Remuneration policy withrespect to appointment / nomination andremuneration payable for the Directors, KeyManagerial Personnel and senior level employees ofthe Company. The said policy has been adopted bythe Board and the same was discussed in theCorporate Governance Report. We affirm that theremuneration paid to the directors is as per the termslaid out in the nomination and remuneration policy ofthe Company.

AUDIT COMMITTEE

The Composition of the Audit Committee is provided

in the Corporate Governance Report forming part ofthis report. All the recommendations made by theAudit Committee were accepted by the Board.

RISK MANAGEMENT

The Risk Management Committee duly constitutedby the Board had formulated a Risk ManagementPolicy for dealing with different kinds of risksattributable to the operations of the Company. RiskManagement Policy of the Company outlinesdifferent kinds of risks and risk mitigating measures tobe adopted by the Board. The Company hasadequate internal control systems and procedures tocombat the risk. The Risk Management procedurewill be reviewed periodically by the Audit Committeeand the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR)INITIATIVES

Section 135 of the Companies Act, 2013 provides thethreshold limit for applicability of the CSR to aCompany ie. (a) networ of the Company to bethRs.500 crore or more; or (b) turnover of the companyto be Rs.1,000 crore or more; or (c) net profit of thecompany to be Rs.5 crore or more. As the Companydoes not fall under any of the threshold limits givenabove, the provisions of section 135 are notapplicable to the Company.

INFORMATION ON CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION & FOREIGNEXCHANGE EARNINGS AND OUTGO

Pursuant to the provisions of Section 134 (3) (m) ofthe Companies Act, 2013 read with Rule 3 ofCompanies (Accounts) Rules, 2014, the relevantinformation pertaining to conservation of energy,technology absorption, foreign exchange earningsand outgo is appended hereto as Annexure-V andforms part of the Board's Report.

D I S C L O S U R E U N D E R T H E S E X U A LHARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL)ACT,2013

The company has in place a policy for prevention ofsexual harassment in accordance with therequirements of the Sexual Harassment of women atworkplace (Prevention, Prohibition & Redressal) Act,


10

2013. Internal Complaints Committee has been setup to redress complaints received regarding sexualharassment. All employees (permanent, contractual,temporary, trainees) are covered under this policy.The Company did not receive any complain duringtthe year 2016-17.

ACKNOWLEDGEMENT

Your Directors take this opportunity to offer theirsincere thanks for continued assistance andcooperation extended to the Company by variousdepartments of the Central and StatementGovernments, Government Agencies, FinancialInstitutions, Banks and other statutory authorities.

Your Directors also take this opportunity to offer theirsincere thanks to shareholders, customers, creditors

and other related organizations, for their continuedsupport and cooperation that have helped in thecompany’s growth.

Your Directors also wish to thank the employees at alllevels for the cooperation extended by them inachieving the results.

As the company has proposed a ONE TIMESETTLEMENT (OTS) to all the secured creditorswhich is being considered by them, no interestprovision is made in the accounts.


11

By Order of the Board of DirectorsFor PRIYADARSINI LIMITED

Place: HyderabadDate : . .201716 10


DIN No: 00018525

C. Ratna KumariDirector

DIN No: 00018519

ANNEXURE I

FORM NO. AOC.2Form for disclosure of particulars of contracts/arrangements entered into by the company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain armslength transactions under third proviso thereto -

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of theCompanies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) date(s) of approval by the Board

(g) Amount paid as advances, if any:

(h) Date on which the special resolution was passed in general meeting as required under first provisoto section 188

2. Details of material contracts or arrangement or transactions at arm's length basis

(a) Name(s) of the related party and nature of relationship

1. Padmaja Agencies Private Limited – Executive Vice Chairman

2. Arjuna Paper Cones – Director

3. Key Managerial Personnel – C.K.Rao

(b) Nature of contracts/arrangements/transactions

1. Loan

2. Purchase of raw material

3. Payment of Salary

sitting fee paidNil

(c) Duration of the contracts/arrangements/transactions: One Year

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

1. Transaction amount Rs.120.01 Lakhs and outstanding amount Rs.128.97 Lakhs

2. Transaction amount Rs.33.73 Lakhs and outstanding amount Rs.36.38 Lakhs

3. Transaction amount Rs.0.75 Lakhs

(e) Date(s) of approval by the Board, if any:

(f) Amount paid as advances, if any:

12

ANNEXURE - II

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURNas on financial year ended on 31.03.2017

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

I REGISTRATION & OTHER DETAILS:

I CIN : L18100TG1981PLC003031

ii Registration Date : 14/05/1981

iii Name of the Company : PRIYADARSINI LIMITED

iv Category/Sub-category of the Company : Public Company Limited By Shares/ Non-govt company

v Address of the Registered office Survey No.726 and 744, N.H.9, Sadasivpet, Sadasivpet:

.& contact details Mandal, Telangana - 502291 INDIA

vi Whether listed company : YES

vii Name, Address & contact details of the : M/s. XL Softech Systems Limited

Registrar & Transfer Agent, if any Plot No. 3, Sagar Society, Road No. 2, Banjara Hills,

Hyderabad – 500 034

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

Sl Name & Description of main products/services NIC Code of the Product % to total turnover of theNo /service company

1 Spinning, weaving and finishing of textiles 17111 100%

2

3

III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATES COMPANIESS

Sl Name & Address of the Company CIN/GLN Holding % of Shares Held ApplicableNo / subsidiary Section

/ associate

NIL

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity):

I. CATEGORY-WISE SHARE HOLDING:


13


Category ofShareholders

No. of Shares heldat the beginning

of the year-1st April, 2016

No. of Shares heldat the end

of the year 31st March, 2017

% Changeduring the

year

Demat Physical Total% ofTotal

SharesDemat Physical Total

% ofTotal

Shares

A. Promoters

(1) Indian

a) Individual/HUF 2368710 25328 2394038 21.60 2368710 25328 2394038 21.60 NA

b) Central Govt. or

State Govt. NIL NIL NIL NIL NIL NIL NIL NIL NA

c) Bodies

Corporates 2206241 474672 2680913 24.20 2206241 474672 2680913 24.20 NA

d) Bank/FI NIL NIL NIL NIL NIL NIL NIL NIL NA

e) Any other NIL NIL NIL NIL NIL NIL NIL NIL NA

SUB TOTAL:(A) (1) 4574951 500000 5074951 45.80 4574951 500000 5074951 45.80 NA

(2) Foreign

a) NRI- Individuals NIL NIL NIL NIL NIL NIL NIL NIL NA

b) Other Individuals NIL NIL NIL NIL NIL NIL NIL NIL NA

c) Bodies Corp. NIL NIL NIL NIL NIL NIL NIL NIL NA

d) Banks/FI NIL NIL NIL NIL NIL NIL NIL NIL NA

e) Any other… NIL NIL NIL NIL NIL NIL NIL NIL NA

Total Shareholding

of Promoter

(A)= (A)(1)+(A)(2) 4574951 500000 5074951 45.80 4574951 500000 5074951 45.80 NA

B. PUBLIC

SHAREHOLDING

(1) Institutions

a) Mutual Funds 100 NIL 100 0.0009 100 NIL 100 0.0009 NA

b) Banks/FI 100 NIL 100 0.0009 100 NIL 100 0.0009 NA

C) Central govt NIL NIL NIL NIL NIL NIL NIL NIL NA

d) State Govt. NIL NIL NIL NIL NIL NIL NIL NIL NA

e) Venture NIL NIL NIL NIL NIL NIL NIL NIL NA

Capital Fund

f) Insurance NIL NIL NIL NIL NIL NIL NIL NIL NA

Companies

g) FIIS NIL NIL NIL NIL NIL NIL NIL NIL NA

h) Foreign Venture NIL NIL NIL NIL NIL NIL NIL NIL NA

Capital Funds

I) Others (specify) NIL NIL NIL NIL NIL NIL NIL NIL NA

SUB TOTAL (B)(1): 200 NIL 200 0.0018 200 NIL 200 0.0018 NA

(2) Non Institutions

a) Bodies corporates NIL NIL NIL NIL NIL NIL NIL NIL NA

I) Indian 1525567 11580 1537147 13.87 1525567 11580 1537147 13.87 NA

ii) Overseas NIL NIL NIL NIL NIL NIL NIL NIL NA

14

Category ofShareholders

No. of Shares heldat the beginning

of the year-1st April, 2016

No. of Shares heldat the end

of the year 31st March, 2017

% Changeduring the

year

Demat Physical Total% ofTotal

SharesDemat Physical Total

% ofTotal

Shares

b) Individuals

I) Individual 1550488 617809 2168297 20.25 1550488 617809 2168297 20.25 NA

shareholders

holding nominal

share capital upto

Rs.1 lakhs

ii) Individuals 2243180 NIL 2243180 20.25 2243180 NIL 2243180 20.25 NA

shareholders

holding nominal

share capital in

excess of

Rs. 1 lakhs

c) Others (specify) 52275 3950 56225 0.51 52275 3950 56225 0.51 NA

SUB TOTAL (B)(2): 5371510 635099 6004849 54.20 5371510 635099 6004849 54.20 NA

Total Public 5369950 633339 6005019 54.20 5369950 633339 6005019 54.20 NA

Shareholding

(B)= (B)(1)+(B)(2)

C. Shares held by - - - - - - - - -

Custodian for

GDRs & ADRs

Grand Total 9916661 1133339 11080000 100.00 9916661 1133339 11080000 100.00 NA

(A+B+C)

ShareholdersName

Shareholding at the beginningof the year 1st April, 2016

Shareholding at the endof the year 31st March, 2017 %

change inshare

holdingduring the

year

1 Koneru Investments Pvt Ltd 13,37,941 12.08 NIL 13,37,941 12.08 NIL NA

2 C. Harish 14,13,818 12.76 10.51 14,13,818 12.76 10.51 NA

3 Harish Cherukuri 2,58,000 2.33 NIL 2,58,000 2.33 NIL NA

4 Natwest Investments Ltd 8,68,000 7.83 NIL 8,68,000 7.83 NIL NA

5 Koneru Investments Pvt Ltd 4,74,672 4.28 NIL 4,74,672 4.28 NIL NA

6 C Ratnakumari 1,89,850 1.71 NIL 1,89,850 1.71 NIL NA

7 K. Karthik 1,81,065 1.63 NIL 1,81,065 1.63 NIL NA

8 Anirudh 1,78,010 1.61 NIL 1,78,010 1.61 NIL NA

9 Kodali Padmaja 75,047 0.68 NIL 75,047 0.68 NIL NA

10 C K Rao 46,500 0.42 0.42 46,500 0.42 0.42 NA

11 K. Srinivas 26,400 0.24 NIL 26,400 0.24 NIL NA

12 Harish Cherukuri 25,328 0.23 NIL 25,328 0.23 NIL NA

13 Padmaja Agencies Pvt Ltd 1,53,400 0 NIL 1,53,400 0 NIL NA

Total 50,74,951 45.80 10.93 50,74,951 45.80 10.93 NA

Sl.No. No of

Shares

% of TotalShares of the

Company

% of SharesPledged/

encumberedto total Shares

No ofShares


Company

% of SharesPledged/

encumberedto total Shares

(ii) Shareholding of Promoters


15

(iii) CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE):

There is no change in promoters’ shareholding

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders ofDRs & ADRs)

ShareholdersName

Shareholding at the beginningof the year 01.04.2016

Cumulative Shareholdingduring the year

Sl.

No.

No ofShares


Company

No ofShares


Company

1 Unicorn Fincap Private Limited

At the beginning of the Year 476790 4.30 --- ---

At the end of the year -- -- 476790 4.30

2 Religare Finvest Limited

At the beginning of the Year 242500 2.19 -- --


3 Hema Vishal Sukhani



4 Abhay Chand Bartta



5 Bhaijee Portfolio Limited



6 Amrapali Aadya Trading &

Investment Pvt Ltd



7 Manish Patodia (HUF)



8 Manish Patodia (HUF)



9 Payal Gupta



10 Shri Parasram Holdings Pvt Ltd




16

ecured LoansSexcludingdeposits

Indebtness at the beginning of thefinancial year- 1st April, 2016I) Principal Amount 90 .89 NIL NIL 90 .00 00 89ii) Interest due but not paid 0.00 0.00 0.00 0.00iii) Interest accrued but not due 0.00 0.00 0.00 0.00Total (i+ii+iii) 90 .89 0.00 0.00 90 .800 00 9Change in Indebtedness during thefinancial yearAdditions (Interest) 699.94 0.00 0.00 12,90,251Reduction 0.00 0.00 0.00 0.00Net Change 0.00 0.00 0.00 0,00Indebtedness at the end of thefinancial year-31st March, 2017I) Principal Amount 9000.89 NIL NIL 9000.89ii) Interest due but not paid 0.00 0.00 0.00 0.00iii) Interest accrued but not due 0.00 0.00 0.00 0.00Total (i+ii+iii) 9000.89 9000.890.00 0.00

V. INDEBTEDNESS

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

DepositsUnsecured LoansTotal

Indebtedness


Shareholding at thebeginning of the year

Shareholding at theend of the year 31st

At the eginning of the yearb

1 C.K Rao 46500 0.4200 46500 0.42002 Cherukuri Ratnakumari 189850 1.7130 189850 1.7130

Date wise increase/ decrease inshareholding during the yearspecifying the reasons forincrease/ decrease(e.g. allotment/ transfer/ bonus/sweat etc) NIL NIL NIL NILAt the end of the year

1 C K Rao 46500 0.4200 46500 0.42002 Cherukuri Ratnakumari 189850 1.7130 189850 1.7130

Sl.

No.

No of shares % of total Sharesof the company

No of Shares % of total sharesof the company

For Each of theDirectors and KMP

(iii) Shareholding of Directors & KMP

17

Rs. In Lakhs

Particulars of Remuneration Total AmountSl.No.


B. Remuneration to other irectors:D

Particulars of Remuneration

1. Gross salary

(a) Salary as per provisions contained in section 17(1)of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) 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, specify...

5. Others, please specify

Total (A)

Ceiling as per the Act

Name ofMD/WTD/Manager

TotalAmount

VI. Remuneration of DirectorsAnd Key Managerial Personnel

A. Remuneration to Managing Director,Whole time director and/or Manager:

Sl.No.

18

1. Gross salary

(a) Salary as per provisions contained in-section 17(1) of the Income tax Act, 1961

-(b) Value of perquisites u/s 17(2) Income taxAct, 1961

(c) Profits in lieu of salary undersection 17(3) Income-tax Act, 1961

2. Stock Option

3. Sweat Equity

4. Commission- as % of profit- others, specify...

5. Others, please specify

Total (A)

Ceiling as per the Act

Name ofDirector

Name ofDirector

Name ofDirector

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: NIL

Section of theCompanies Act

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

BriefDescription

Details of Penalty/Punishment/

Compoundingfees imposed

Authority[RD/NCLT/COURT]

Appeal made, ifany (give Details)

Type


Particulars of Remuneration Key Managerial Personnel

1. Gross salary

Not Given any Not Applicable Rs. 6,00,000 Rs. 6,00,000(a) Salary as per provisionsremunerationcontained in section 17(1) of

the Income-tax Act, 1961NA NA NA NA(b) Value of perquisites u/s 17(2)

Income-tax Act, 1961NA NA NA NA(c) Profits in lieu of salary under

section 17(3) Income-tax Act,1961

2 NA NA NA NAStock Option

3 NA NA NA NASweat Equity

4 NA NA NA NACommission

NA NA NA NA- as % of profit

NA NA NA NA- others, specify...

5 NA NA NA NAOthers, please specify

6,00,000 6,00,000Total

Sl.

No.

CFO TotalCEO Company Secretary

C. Remuneration to key managerial personnel other than MD/Manager/WTD

19

ANNEXURE - IIISECRETARIAL AUDIT REPORT

FORM NO. MR-3[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies

(Appointment andRemuneration of Managerial Personnel) Rules, 2014]

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017

To,The Members,Priyadarsini LimitedSurvey no 726 and 744, N.H.9Sadasivpet, Sadasivpet MandalTelangana - 502291

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence togood corporate practices by M/s. Priyadarsini Limited (hereinafter called the Company). Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and otherrecords maintained by the company and also the information provided by the Company, its officers, agents andauthorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, thecompany has, during the audit period covering the financial year ended March 31, 2017 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processes and compliancemechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by theCompany for the financial year ended March 31, 2017 according to the provisions of:

(1) The Companies Act, 2013 (the Act) and the rules made thereunder;(2) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;(3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;(4) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder;(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India

Act, 1992 (‘SEBI Act’):-(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 InsiderTrading) Regulations, 1992;(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regarding the Companies Act and dealing with client;

(6) Contract Labour (Regulation and Abolition) Act, 1970(7) Employees State Insurance Act, 1948There are irregularities in payment of Employees State Insurance dues by the Company.(8) Employees Compensation Act, 1923(9) Employees Provident Fund and Miscellaneous Provisions Act, 1952There are irregularities in payment of Provident Fund contributions by the Company.(10) Factories Act, 1948(11) Industrial Disputes Act, 1947(12) Industrial Employment (Standing Orders) Act, 1946(13) Indian Contract Act, 1872(14) IncomeTax Act, 1961 and IndirectTax Laws(15) Indian Stamp Act, 1999


20


21

(16) MinimumWages Act, 1948(17) Payment of Bonus Act, 1965(18) Payment of Gratuity Act, 1972(19) Payment ofWages Act, 1936I have also examined compliance with the applicable clauses of the following:(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Notified w.e.f. 1st July,

2015)

(ii) The Listing Agreement entered into by the Company with BSE Limited

The existing Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(Listing Regulations) w.e.f. 1st December, 2015 entered into by the Company with BSE Limited. During theperiod under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,Standards, etc.mentioned above.

Bombay Stock Exchange Limited has suspended trading of shares of the Company due to non-paymentof listing fee for the financial year 2016-17.

During the period under review, the Company has not complied with some of the provisions of the Act, Rules,Regulations, Guidelines, Standards, etc.mentioned above:

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive

Directors, Non-Executive Directors and Independent Directors.The changes in the composition of the Board ofDirectors that took place during the period under review were carried out in compliance with the provisions of theAct. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes onagenda 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 themeeting.Majority decision is carried through while the dissenting members’views are captured and recorded aspart of the minutes.

All meetings were duly held in compliance with provisions of the Companies Act, 2013, rules thereof and theSecretarial Standard 1 issued by the Institute of Company Secretaries of India and a system exists for seekingand obtaining further information and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting.

All the decisions in the Board meeting were taken unanimously during the audit period.

I further report that there are adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws, rules, regulations andguidelines.

I further report that during the audit period there were no instances

(I) Public/Right/Preferential issue of shares/debentures/sweat equity, etc.

(ii) Redemption/buy-back of securities

(iii) Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013

(iv) Merger/amalgamation/reconstruction, etc.

(v) Foreign technical collaborations

This Report is to be read with my letter of even date which is annexed asAnnexureAand forms an integral part ofthis report.

Sd/-Putcha Sarada

Practicing Company SecretaryACS No. 21717

CP No. 8735

Place: HyderabadDate : 16th October, 2017

Annexure A

ToThe Members,Priyadarsini Limited

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 process as were appropriate to obtain reasonable assuranceabout the correctness of the contents of the Secretarial records. The verification was done on testbasis to ensure that correct facts are reflected in Secretarial records. I believe that the process andpractices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books ofAccounts andIncome Tax Details & FEMAcompliance if any of the Company.

4. 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 ofprocedure on test basis.

5. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of theefficacy or effectiveness with which the management has conducted the affairs of the Company


22

HyderabadOctober 16, 2017

ACS No: 21717CP No: 8735

Sd/-for Sarada Putcha

Practicing Company Secretary

Annexure - IV

Information pursuant to Section 197 of the Companies Act, 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Sl.No

Name Agein

Years

Date ofcommencementof Employment

Nature ofemploymentpermanent /Temporary

Designation Remuneration(Amt. in Rs.)

TotalExperience

(No. of Years)

1 K Chennakesavulu CFO 600000 xxxxxx

ANNEXURE - VInformation pursuant to Section 134 (1) (m) of the Companies Act, 2013 read with Rule 3 of Companies(Accounts) Rules, 2014.

1. CONSERVATION OF ENERGY:

The company has taken various steps over the previous years to conserve energy wherever possible.This process continues to remain a thrust area. Energy audit and inter unit studies are carried out on aregular basis for taking necessary steps for reduction of energy consumption.

2. TECHNOLOGYABSORPTION:

The required information is given in the prescribed Form B.3. FOREIGN EXCHANGE EARNINGSAND OUTGO:

The foreign exchange earnings & outgo during the year under review as below:I) Foreign Exchange used :Rs.NILii) Foreign Exchange Earned :Rs.NIL

FORM - AFORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY:A. Power and Fuel Consumption:

2016-17 2015-20161. Electricity

a) Purchased :

i) Units (in lakhs of KWH) 163.09 182.08Total amount (Rs.in lakhs) 1128.14 1203.78

Average Rate : (Rs./Unit) 6.92 7.84

ii) IEX

Units (in lakhs of KWH) 0.00 0.00

Total amount (Rs.in lakhs) 0.00 0.00

Average Rate : (Rs./Unit) 0.00 0.00

b) Own Generation :

i) Through Diesel Generators

Units (in lakhs of KWH) 0.00 0.00

Units per Litre of Diesel Oil 0.00 0.00

Average Cost: Rs. /Unit 0.00 0.00

ii) Through Wind Mills

Units generated (in lakhs KWH) 0.00 18.42

Value (Rs.lakhs) 0.00 94.86

Average Rate (Rs./Unit) 0.00 5.15

2. Coal (Quality : 'B,C & D' Round used in

boiler for fiber/yarn dyeing)

Quantity (Tons) 1171.294 1305.80

Total Amount (Rs. in lakhs) 88.74 84.52

Average Rate (Rs./Kg) 7.57 7.18

3.OthersElectricity tons) 0.00 0.00

Toatal amount(Lakhs) 0.00 0.00

Average Rate(Rs./kgs) 0.00 0.00

B. Consumption per unit of production :

Standard Current Year Previous Year

Yarn Production (Kgs. in lakhs) _ 41.47876 41.25

Fibre/yarn Dyed (Kgs. in lakhs) _ 7.50248 7.33

Electricity(Units/Kg of Yarn) _ 3.93 4.41

Coal(Kgs/Kg of Dyed Fibre/yarn) _ 0.64 0.56FORM B

Form for Disclosure of particulars with respect to TechnologyAbsorption: NilWith the establishment of Research & Development department, the company is in a position to explore thedevelopment of new varieties of yarn & with more value addition.


23

Annexure -VI

REPORT ON CORPORATE GOVERNANCE

Company's philosophy on Code of Governance

Corporate Governance contains a set of principles, process and systems to be followed by Directors,Management and all Employees of the Company for increasing the shareholders’ value, keeping in viewinterest of other stakeholders. While adhering to the above, the Company is committed to integrity,accountability, transparency and compliance with laws in all dealings with the Government, customers,suppliers, employees and other stakeholders.

1. Board of Directors

(a) Composition of the Board

The Board of Directors comprised of four Directors as on 31st March, 2017.Out of these four directors, thereis one ExecutiveVice-Chairman, two Independent Directors and one women Director.

( ) Number of Board meetingsb

During the financial year 2016-17, five meetings of the Board of Directors were held on 28th May, 2016;13thAugust, 2016;12th November, 2016 and 14th February, 2017.

Category of Directorsand Name of Director

Financial Year 201 -16 7

Board Meetingsheld

Board Meetingsattended

Number of Directorships inother public limited

companiesincorporated in India*

Committee positions heldin other public limited

companies

Member Chairman

Mr. Cherukuri Kowsalendra Rao, Mrs. Cherukuri Ratnakumari and Mr. Sivayya Dasari were present at theAnnual General Meeting of the members held on 26th September, 2016.

Notes:

1. Directorships held in foreign companies, private limited companies, one person companies andcompanies under Section 25 of the CompaniesAct, 1956 / under Section 8 of the CompaniesAct, 2013have not been considered.

2. For the purpose of reckoning the limit on committee positions, chairmanship / membership of the AuditCommittee and the Stakeholders Relationship Committee are considered.

3. Mr. Sivayya Dasari who was co-opted as Additional Director on 17th October, 2013 and Mr. VishnuBasudeo Bajaj who was co-opted as Additional Director on 06th April, 2014 were appointed as aDirectors by the members at the Annual General Meeting held on 29th September, 2014. At presentthey are Independent Directors of the Company. Mrs. Cherukuri Ratnakumari was appointed asAdditional Director on 25th March, 2015 and her appointment got regularised in the 34th AnnualGeneral Meeting held on 29th September, 2016.

Mr. Cherukuri Kowsalendra Rao and Mrs. Cherukuri Ratnakumari, being wife and husband, are relatedto each other.

No other Director is related to any other Director of the Company within the meaning of Section 2(77) ofthe CompaniesAct, 2013 and rules thereof.


24

Promoter Director (Executive)

Mr. Cherukuri Kowsalendra Rao 4 4 1 1 Nil

Promoter Director (Non-Executive)

Mrs. Cherukuri RatnaKumari 4 4 Nil Nil Nil

Independent Directors(Non Executive)

Mr. Vishnu Basudeo Bajaj 4 3 1 1 Nil

Mr. Sivayya Dasari 4 4 Nil Nil Nil


25

Statement showing number of equity shares of the Company held by the Directors as on 31st March, 2017:

Name of Directors Equity Shares of Rs. 10 each

Mr. Cherukuri Kowsalendra Rao 46500

Mrs. Cherukuri Ratnakumari 189850

Mr. Sivayya Dasari Nil

Mr. Vishnu Basudeo Bajaj Nil

Meeting of Independent Directors:

The meeting of Independent Directors was held on Tuesday, 14th February, 2017 to discuss, inter-alia:

(a) the performance of Non Independent Directors and the Board as a whole;

(b) the performance of the Chairman of the Company, taking into account the views of Executive Director

and Non Executive Directors;

(c) the quality, quantity and timeliness of flow of information between the Management and the Board that

is necessary for the Board to effectively and reasonably perform its duties.

All Independent Directors were present at the meeting.

A criterion for performance evaluation of Directors is specified under the heading Nomination and

Remuneration Committee mentioned in 3 below.

Familiarisation programme for Independent Directors:

Independent Directors of the Company are made aware of their role, rights and responsibilities at the time of

their appointment, through a formal letter of appointment, which also stipulates various terms and conditions of

their engagement.

The Independent Directors get the opportunity to visit the factory of the Company, to enable them to have full

understanding of manufacturing operations and processes and the Industry in which it operates.

All Directors of the Company are updated as and when required, of their role, responsibilities and liabilities. The

Company holds Board Meetings at the Registered Office and also at locations, where the Company has textile

units.

The Board of Directors has complete access to the Information within the Company; Presentations are made

regularly before the meetings of the Board of Directors and the Audit Committee, where Directors have an

opportunity to interact with senior management personnel. Presentations cover, inter-alia, quarterly and annual

results, business strategies, budgets, review of internal audit, risk management and such other areas as may

arise from time to time.

Independent Directors have the freedom to interact with the management of the Company, Interactions happen

during the meetings of the Board or Committees, when senior management personnel of the Company make

presentations to the Board.

In February, 2017 and March, 2017 a training programme was conducted for all Directors and Key Managerial

Persons of the Company. The training programme covered, inter-alia, aspects such as legal compliance

management, corporate governance and role of Independent Directors, liability of Directors under direct and

indirect taxes, corporate and labour laws, SEBIAct and regulations.

2 Audit Committee

(a) Composition

The Audit Committee comprises of three directors, two being Independent Directors and one

being ordinary Director. Mr. Vishnu Basudeo Bajaj is being Chairman of theAudit Committee.

Other Members of the Committee are Mrs. Ratnakumari Cherukuri and Mr. Sivayya Dasari.

During the financial year 2016-17, four Audit Committee meetings were held on 28th May, 2016;

13thAugust, 2016; 12th November, 2016 and 14th February, 2017.

The details of attendance by Committee Members are as follows:

Mr. Vishnu Basudeo Bajaj Independent and 4 4Non-Executive

Mr. Sivayya Dasari Independent and 4 3Non- Executive

Mrs. Ratnakumari Cherukuri Non-Executive 4 4Promoter

The Chairman and Executive Vice-Chairman and Chief Financial Officer attended the meetings of theAudit Committee. The Statutory Auditor and Internal Auditors were invited and attended the meetings ofthe Audit Committee.

Mr. Vishnu Basudeo Bajaj, Chairman of the Audit Committee, was not present at the 35th Annual GeneralMeeting of the Company held on Monday, 26th September, 2016.

TheAudit Committee has been vested with the following powers:

a) To investigate any activity within its terms of its reference;

b) To seek information from any employee;

c) To obtain outside legal or other professional advice;

d) To secure attendance of outsiders with relevant expertise, if it considers necessary.

(b) Terms of Reference

The terms of reference of the Audit Committee include the matters specified under Clause 49(III) of the ListingAgreement as well as those specified in Section 177 of the Companies Act, 2013 and inter-alia, includes thefollowing:-

• Oversight of the Company’s financial reporting process and the disclosures of its financial information toensure that the financial statement is correct, sufficient and credible.

• Recommending the appointment, remuneration and terms of appointment of auditors of the Company.

• Approving payment to statutory auditors for any other services rendered by the statutory auditors.

• Reviewing with the Management, the annual financial statements thereon before submission to the Board,for approval, with particular reference to:

a) Matters required being included in the Director’s Responsibility Statement to be included in the Board’sreport in terms of clause (c) of sub-section 3 of Section 134 of the CompaniesAct, 2013.

b) Changes, if any, in accounting policies and practices and reasons for the same.

c) Major accounting entries involving estimates based on the exercise of judgement by Management.

d) Significant adjustments made in the financial statements arising out of the audit findings.

e) Compliance with listing and other legal requirements relating to financial statements.

f) Disclosure of any related party transactions.

g) Qualification in draft audit report.

• Reviewing with the Management, the quarterly financial statements before submission to the Board forapproval.

• Reviewing with the Management, the statement of uses / applications of funds raised through an issue(public issue, rights issue, preferential issue, etc.) the statement of funds utilised for purposes other thanthose stated in the offer document / prospectus / notice and the report submitted by the monitoring agency,monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendationsto the Board to take up steps in this matter.

Name of Director Category Number of meetingsheld

Number of meetingsattended


26


27

• Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit

process.

• Approval or any subsequent modification of transactions of the Company with related parties.

• Scrutiny of inter-corporate loans and investments.

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Evaluation of internal financial controls and risk management systems.

• Reviewing with the management, performance of statutory and internal auditors and adequacy of the

internal control systems.

• 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 coverage and

frequency of internal audit.

• Discussion with internal auditors of any significant findings and follow up thereon.

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is

suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the

matter to the Board.

• Discussion with statutory auditors before the audit commences about nature and scope of audit as well as

post-audit discussion to ascertain any area of concern.

• 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.

• To review the functioning of the whistle blower mechanism.

• Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the

finance function or discharging the function) after assessing the qualifications, experience and background,

etc, of the candidate.

• Reviewing the following information:

a. Management discussion and analysis of financial condition and results of operations;

b. Statement of significant related party transactions submitted by the management;

c. Management letters / letters of internal control weaknesses issued by the statutory auditors;

d. Internal audit reports relating to internal control weaknesses and

e. The appointment, removal and terms of remuneration of the Chief InternalAuditor.

• Carrying out any other function as mentioned in terms of reference of the Audit Committee, as amended

from time to time by the CompaniesAct, 2013 and the ListingAgreement.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of three Directors, all the Directors are Independent

Directors. Mr. Vishnu Basudeo Bajaj is the Chairman of Nomination and Remuneration Committee and Mrs.

Ratnakumari Cherukuri and Dasari Sivayya are members of the Committee.

During the financial year 2016-17 three meetings of the Nomination and Remuneration Committee were held on

13thAugust, 2016 and 12th November, 2016.

The details of attendance by Committee Members are as follows:

Mr. Vishnu Basudeo Bajaj Independent andNon – Executive 2 2

Mr. Sivayya Dasari Independent andNon – Executive 2 2

Mrs. Ratnakumari Cherukuri Promoter andNon - Executive 2 2

The Board has, on the recommendation of the Nomination and Remuneration Committee adopted the

Nomination and Remuneration Policy for selection and appointment of Directors, Senior Management and

their remuneration.

The terms of reference of the Nomination and Remuneration Committee are as follows:

(a) Identify persons, who are qualified to become Directors and who may be appointed in senior management

in accordance with the criteria laid down.

(b) Recommend to the Board the appointment and / or removal of Directors and senior management.

(c) Carry out evaluation of every Director’s performance.

(d) Formulate the criteria for determining qualifications, positive attributes and independence of a Director and

recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel,

senior management personnel and other employees.

(e) Perform such functions as may be assigned by the Board of Directors from time to time, and

(f) Perform such functions as required as per the provisions of the Companies Act, 2013, rules thereto and the

listing agreement.

Criteria for performance evaluation of Directors:

Performance evaluation of each Director was carried out based on the criteria as laid down by the Nomination

and Remuneration Committee.

Criteria for performance evaluation included aspects such as attendance at the meetings, participation and

independence during the meetings, interaction with management, role and accountability, knowledge and

proficiency.

Further, performance evaluation of the Executive Vice – Chairman was also based on business achievements of

the Company.

1. Subsidiary Company

The Company does not have any subsidiary company.

2. Disclosures

a) Related Party Transactions

During the financial year, there were materially significant transactions with related parties.

1. Padmaja Agencies Executive Vice- Loan 1,20,01,000 1,28,97,000 NIL

Pvt. Ltd. Chairman

2. Arjuna paper cones Director Purchase of 33,72,574 1,28,97,000 NIL

interested packing material

3. Key Managerial

Personnel

C. K. Rao Director Payment of salary NIL NIL NIL

Director’s sitting fee 5,0007

Name of the party Nature ofrelationship

Transactiondescription

TransactionAmount Rs.

Oustandingas on

31-03-2017 Rs.

Written off/Written back

Rs.


28

Name of Director Category Number of meetingsheld

Number of meetingsattended


29

The Board of Directors has adopted the policy on related party transactions. The copy of the same has beenuploaded and is available at the website of the Company, viz. www.psmspinning.com

b) Disclosure ofAccounting Treatment

While preparing the financial statements, the Company has followed all relevant accounting standards.

c) Risk Management

The Company has a risk management policy and the same is reviewed periodically by the Board ofDirectors.

d) Whistle Blower Policy

The Board of Directors has adopted the Whistle Blower Policy. The policy has provided a mechanism forDirectors, Employees and other persons dealing with the Company to report to the Chairman of the AuditCommittee, any instance of unethical behaviour, actual or suspected fraud or violation of the Code ofConduct of the Company.

The details of the policy have been uploaded at the website of the Company, viz. www.psmspinning.com

e) Other Disclosures

There have been no instances of non-compliance by the Company on any matters related to capitalmarkets during last three years. Neither penalties nor any strictures have been imposed on the Company bythe Stock Exchange, SEBI Exchange, SEBI or any other statutory authority, on any matter related to capitalmarkets.

Bombay Stock Exchange has suspended trading due to non-payment of listing fee.

The Management Discussion and Analysis Report form part of the Annual Report and is in accordance withthe requirements laid out in Clause 49 of the ListingAgreement.

4. Remuneration to Directors

a) Remuneration to Executive Vice – Chairman

Mr. Cherukuri Kowsalendra Rao, is not taking any remuneration, as the Company is making loss, duringthe financial year 2016-17 under review. He has been appointed as Executive Vice – Chairman of theCompany for a period of three years with effect from 07th June, 2014.

b) Payment of Sitting Fees to Non Executive Directors

The sitting fees of Rs. 5,000 are paid to each Non Executive Director for attending a meeting of theBoard or a committee thereof.

Sitting Fees paid to Non- Executive Directors during the financial year 2015-16 are as follows:

Name of Directors Sitting Fees (Rupees)

Mr. Sivayya Dasari Rs. 20,000

Mr. Vishnu Basudeo Bajaj Rs. 15,000

Total Rs. 35,000

5 CEO / CFO Certification

The Executive Vice – Chairman and the Chief Financial Officer have furnished a certificate to the Board forthe year ended March, 31 in compliance with Regulation 15 of the SEBI (LODR) Regulation, 2015.

6 Stakeholders Relationship Committee:

The Company has stakeholders Relationship Committee, which comprises of three Directors, viz. Mr. V. B.Bajaj, Mr. Kowsalendra Rao Cherukuri and Mr. D. Sivayya

Mr. V. B. Bajaj acts as the Chairman of the Committee. The Committee has been constituted to considerand resolve the grievances of investors like transfer of shares, non receipt of annual reports, etc.

The details of transfer / transmission of shares are placed before the meeting of the Board of Directors on aregular basis.

The Compliance Officer can be contacted at:-

Mr. Cherukuri Kowsalendra Rao, Executive Vice-Chairman


30

Priyadarsini Limited Corporate Office: Satyanarayana Enclave, Icon Block, 3rd Floor, Madinaguda,

Hyderabad – 500 049 Phone No. 040- 40253333,

The Company has designated an exclusive email ID [email protected]

It is to ensure that queries, if any, received from shareholders are attended within a minimum period of time.

There are no outstanding investor grievances pending as on 31st March, 2017

7 General Body Meetings

Details of last threeAnnual General Meetings held:

Annual General Meeting Financial Year Date, Time and Place

,33rd Annual General Meeting 2013-14 29th September, 2014 10.00 a.m.

Survey No. 744 & 745, Factory Premises,

Sadasivepet, Sadasivpet Mandal,

-Medak 502 291

One Special Resolution was passed. To re-appoint Mr. Cherukuri Kowsalendra Rao (DIN:00018525), asExecutive Vice Chairman of the Company for a period of three years with effect from 07th June, 2014without any remuneration.


,34th Annual General Meeting 2014-15 29th September, 2015 10.00 a.m.


Sadasivpet, Sadasivpet Mandal,

-Medak 502 291

No Special Resolution was passed


,35th Annual General Meeting 2015-16 Monday, 26th September, 2016 9.30 a.m.


Sadasivpet, Sadasivpet Mandal,

Medak – 502 291

No Special Resolution was passed

8 Means of Communication

In compliance with the requirements of the SEBI ( LODR) Regulations, 2015, the Company regularly intimatesfinancial results to BSE Limited immediately after they are approved by the Board of Directors, the financialresults of the Company are also available on the website, viz. www.psmspinning.com

Quarterly and yearly results are published in national and local dailies such as Financial Express (Englishnewspaper) and Prajasakti (Telugu newspaper), having wide circulation. Since the results of the Company arepublished in national and regional newspapers, the results are not sent individually to each member.

The financial results and official news releases of the Company are also displayed on the website of theCompany, viz. www.psmspining.com.

Day, Date and Time Wednesday, 29th November, 2017

Venue Survey No. 744 & 745, Factory Premises, Sadasivepet,Sadasivpet Mandal, Sangareddy – 502 291

Financial year 1st April, 2017 to 31st March, 2018

Financial year Results Reporting (Tentative)

First quarter 9th September, 2017

Second quarter 1 th November, 20173

Third quarter 14th February, 2018

Annual 29th May, 2018

30Dates of Book Closure 25.11.2017 to .11.2017 (Both days inclusive)

Listing on stock exchange BSE Limited

Stock Code 503873

Company’s ISIN INE165C01019

Mode of Transfer of Shares Compulsory dematerialization

Market Price Data

Monthly high / low prices of equity share on the BSE Limited during the financial year 2015-16 are as follows:

Year Month High (Rs.) Low (Rs.)

2016 - - -

2017 - - -

Not available as there is suspension of trading.

Registrar and Share TransferAgent

The Company entrusted the entire work relating to processing of transfer of securities to M/s. XL SoftechSystems Limited, a SEBI Registered and Share TransferAgent.

The Registrar and Share TransferAgent can be contacted at-

XLSoftech Systems Limited

Plot No. 3, Sagar Society, Road No. 2, Banjara Hills, Hyderabad – 500 034

Ph: No. 040-23545913, Fax No. 040-23553214

Email: [email protected]

Share Transfer System

The applications for transfer of shares in physical form are processed by the Registrar and Share TransferAgentof the Company and are returned after the registration of transfers within 15 days from the date of receipt,subject to the validity of all documents lodged with the Company. The applications for transfer of shares underobjection are returned within a week. The transfer applications are approved at regular intervals.

Income Tax PAN mandatory for Transfer / Transmission / Deletion / Transposition of securities held inphysical form

The Securities and Exchange Board of India (SEBI) vide its Circular Nos. MRD/DoP/ Cir-05/2009 dated 20thMay, 2009 and SEBI/MRD/DoP/SE/RTA/Cir-03/2010 dated 7th January, 2010 has made it mandatory to furnisha copy of Income Tax PAN Card to the Company / the Registrar and Share Transfer Agent for Transfer /Transmission / Deletion / Transposition of securities held in physical form.

Distribution of Shareholding as on 31st March, 2017

1 5,000 12878 94.79 11017640 9.94

5001 10,000 309 2.27 2518570 2.27

10001 20,000 163 1.20 2544900 2.30

20,001 30,000 58 0.43 1462470 1.32

30,001 40,000 26 0.19 925840 0.84

40,001 50,000 25 0.18 1179810 1.06

50,001 1,00,000 50 0.37 3559360 3.21

1,00,001 & 77 0.57 87591410 79.05

above

Total 13586 100.00 110800000 100.00

From To

Normal Value of Shares (Rs.) Shareholders Share Amount

Number Percentage to Total In Rupees Percentage


31

Shareholding Pattern as on 31st March, 2017

Category Number of Shares Percentage of Shareholding

Promoters and Promoters Group 5074951 45.80

Financial Institutions 0 0.00

Nationalised Banks 100 0.00

Non Resident Indians 56225 0.51

Mutual Funds 100 0.00

Foreign Institutional Investors 0 0.00

Domestic Companies 1537147 13.87

Trusts 0 0.00

General Public 4411477 39.82

11080000 100.00

Equity Shares in electronic form

As on 31st March, 2017, 89.77 percent of paid-up equity share capital of the Company was held in electronicform.

Procedure for dealing with unclaimed shares in terms of Clause 5Aof the ListingAgreement

Pursuant to SEBI Circular No. CIR/CFD/DIR/10/2010 dated 16th December, 2010 and Clause 5A of the ListingAgreement, the Company had sent reminder letters to those shareholders, whose share certificates havereturned undelivered by the postal authorities due to insufficient / incorrect information and are lying with theCompany. These share certificates will be sent to eligible shareholders, if these shareholders submit necessarydocuments to the Company.

Nominations in respect of shares held in physical form

Individual shareholders holding shares singly or jointly in physical for can nominate a person in whose name theshares shall be vested in the event of death of the registered shareholder(s). The prescribed nomination can beobtained from the Company or the Registrar and Share TransferAgent.

Nomination facility for shares held in electronic form is available with the depository participant as per the byelaws and business rules applicable to NSDLand CDSL.

12. Outstanding GDR/ADR/Warrants or any convertible instruments, conversion date and impact onequity

There are no convertible instruments outstanding as on 31st March, 2017 for conversion into equity shares.

13. Factory Locations

1. Unit – Sadasivpet, Medak District

2. Wind Mill – Ramagiri,Anantapur District

3. Gas Power Project – Y. Kttapalli Village, P. Gannavaram Mandal, East Godavari Dist.

.Andhra Pradesh – 533 240


32

DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT

ToThe Members of PRIYADARSINI LIMITED,

I, Cherukuri Kowsalendra Rao, Executive Vice Chairman hereby declare that all Board members and seniormanagement personnel have affirmed for the year ended 31st March, 2017 compliance with the code of conductof the company laid down for them.

Place: HyderabadDate: 1 August, 2012 7th

AUDITORS’ CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

AS PER CHAPTER IV OF

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

To

The Members of

Priyadarsini Limited

We have reviewed the compliance of conditions of Corporate Governance by Priyadarsini Limited, for the yearended 31st March, 2017, as stipulated in Chapter IV of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015.

The compliance of conditions of Corporate Governance is the responsibility of the management. Ourexamination has been limited to a review of the procedures and implementations thereof adopted by theCompany for ensuring compliance with the conditions of the certificate of Corporate Governance as stipulated inthe said Clause. It is neither an Audit nor an expression of opinion on the financial statements of the Company.

No investor grievances are pending for a period exceeding one month against the Company as per the recordsmaintained by the Company.

In our opinion and to the best of our information and according to the explanations given to us and therepresentations made by the Directors and the management, we certify that the Company has complied with theconditions of Corporate Governance as stipulated in Chapter IV of SEBI (Listing Obligations &DisclosureRequirements) Regulations 2015.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of theefficiency or effectiveness with which the management has conducted the affairs of the Company.

Place: HyderabadDate: - -20116 10 7

for P. Srinivasan & Co.,Chartered Accountants

FRN: 004055S

K. RanganathanPartner

M N: 010842.

for PRIYADARSINI LIMITEDCherukuri Kowsalendra Rao

Executive Vice - Chairman


33

Independent Auditors’ ReportToThe Members of Priyadarsini Limited,

Hyderabad.

Report on the financial statements

We have audited the accompanying financial statements ofM/S.PRIYADARSINI LIMITED, Hyderabad ('the Company),which comprise the Balance Sheet as at 31 March, 2017, the

st

Statement of Profit and Loss of the Company and Cash FlowStatement of the Company for the year ended 31 March, 2017

st

and a summary of significant accounting policies and otherexplanatory information.

Management’s Responsibility for the financialstatements

The Company's Board of Directors is responsible for thematters stated in Sec.134(5) of the Companies Act,2013(theAct”) with respect to the preparation of these financialstatements that give a true and fair view of the financial position,financial performance and cash flow of the company inaccordance with theAccounting principles generally accepted inIndia, including the Accounting Standards specified underSec. 133 of the Act, read with Rule 7 of the Companies (Account)Rules, 2014. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisionsof the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selectionand application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuring theaccuracy and completeness of the accounting records, relevantto the preparation and presentation of the financial statementsthat give a true and fair view and are free from materialmisstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial

statements based on our audit.

We have taken into account the provisions of the Act, theaccounting and auditing standards and matters which arerequired to be included in the audit report under the provisions oftheAct and the Rules made there under.

We conducted our audit in accordance with the standards onAuditing specified under Section 143(10) of the Act. Thosestandards require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidenceabout the amounts and disclosures in the financial statements.The procedures selected depend on the auditor's judgment,including the assessment of the risks of material misstatement ofthe financial statements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internal financialcontrol relevant to the company's preparation of the financialstatements that give true and fair view in order to design auditprocedures that are appropriate in the circumstances, but not forthe purpose of expressing an opinion on whether the Companyhas in place an adequate internal financial control system overfinancial reporting and the operating effectiveness of suchcontrols. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors, as wellas evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on thefinancial statements.

Basis for Qualified Opinion1. The Companies accounts have been classified as NPA by allthe Secured Creditors and in order to revive the company whichhas become sick by restructuring the secured creditors aproposal of OTS is in Process. Hence no provision is made forinterest in the accounts which is estimated at Rs.5700 lakhs sincethe date of classification as NPA.2. The provision for gratuity was not made on actuarial valuation

Opinion

Note: 1In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaid financialstatements give the information required by the Act in themanner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India:

I) In the case of the Balance Sheet, of the State ofAffairs of theCompany as at 31 March 2017;

st

ii) In the case of Statement of Profit and Loss, of the Loss ofthe Company for the year ended on that date; and

iii) the case of Cash Flow statement, of the cash flows for theyear ended as on that date.

Report on other Legal and RegulatoryRequirementsAs required by the Companies (Auditor's Report) Order, 2016('the Order” ) issued by the Central Government of India in termsof Sub-Section (11) of Section 143 of the Act, we give in the'Annexure A' a statement on the matters specified in paragraph3 and 4 of the said order.

As required by Section 143 (3) of theAct, we report that:a) We have obtained all the information and explanations, whichto the best of our knowledge and belief were necessary for thepurpose of our audit.


34

b) In our opinion, proper books of account as required by lawhave been kept by the Company so far as appears from ourexamination of those books.

c) The Balance Sheet, Statement of Profit and Loss and CashFlow Statement dealt with by this report are in agreementwith the books of account.

d) In our opinion, the aforesaid financial statements complywith theAccounting Standards specified under Sec. 133 ofthe Act, read with Rule 7 of the Companies (Accounts)Rules, 2014.

e) On the basis of the written representations received from theDirectors as on 31 March, 2016, taken on record by the

st

Board of Directors, none of the Directors is disqualified ason 31 March,2017, from being appointed as director in

st

terms of Section 164(2) of theAct.f) With respect to the adequacy of the internal financial controls

over financial reporting of the Company and the operatingeffectiveness of such controls, refer to our separate Reportin .'Annexure B'

g) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of theCompanies (Audit andAuditors) Rules, 2014, in our opinion

and to the best of our information and according to theexplanations given to us.

I) The company does not have any pending litigations whichwould impact its financial position.

ii) The Company did not have any long-term contractsincluding derivative contracts for which there were anymaterial foreseeable losses.

iii) There were no amounts which were required to betransferred to the Investor Education and protection Fund bythe Company.

iv) The company has provided requisite disclosures in itsfinancial statements as to the holdings as well as dealings inSpecified Bank Notes during the period from 8 November,2016 to 30 December, 2016 and these are in accordancewith the books of accounts maintained by the company.Refer Note No.2.33 to the financial statements.

For P.SRINIVASAN & Co.,

Chartered AccountantsFirm’s Registration No.004055S

K.RANGANATHAN

HyderabadPartner

Membership No. 010842

35

Place: Hyderabad

Date: 29-05-2017


Annexure referred to in Paragraph 1 of section – Report onOther Legal and Regulatory Requirements of theIndependent Audi tor 's Report of even dateM/S.PRIYADARSINI LIMITED Hyderabad ('the,Company') on the financial statements for the year endedMarch 31, 2017,I. In respect of fixed assets

a) The company is maintaining proper records showing fullparticulars, including quantitative details and situation offixed assets;

b) As explained to us, all the fixed assets have beenphysically verified by the Management during the year. Nomaterial discrepancies were noticed on such verification.

c) The title deeds of immovable property are held in the nameof company.

ii. In respect of its inventories:a) As explained to us, the inventories excepting in case of

goods in transit, were physically verified during the year bythe Management at reasonable intervals.

b) In our opinion, procedures of physical verification ofinventory followed by the Management are reasonable andadequate in relation to the size of the Company and thenature of its business.

c) On the basis of our examination of records of the inventory,in our opinion, the Company is maintaining proper recordsof inventory. No material discrepancies were noted on suchverification.

iii. In respect of loans:As informed to us, the company has not granted any loans,secured or unsecured to companies, firms or other partiescovered in the register maintained under section 189 of theCompaniesAct.

iv. In our opinion and according to the information andexplanations given to us, the Company has complied with theprovisions of Sections 185 and 186 of the Act in respect ofgrant of loans, making investments and providing guaranteesand securities, as applicable.

v) The company has not accepted any deposits, and henceclause (v) of Companies (Auditor's Report) Order, 2016 is notapplicable.

vi) We have broadly reviewed the books of account maintainedby company pursuant to rules prescribed by the centralgovernment of India for maintenance of cost records underSection 148(1) of the Companies Act, 2013 in respect ofproducts of the company and are of the opinion that primafacie, the prescribed accounts and records have been madeand maintained. However, we have not made a detailedexamination of the records.

vii. a) According to the information and explanations given to usand the records as produced and examined by us, in ouropinion, the company regular in depositing undisputedstatutory dues like income tax and not regular indepositing other material statutory dues during the year bythe company with the appropriate authorities. As explainedto us, the company has dues on account of Employee'sState Insurance, Provident Fund and Sales Tax.

According to the information and explanations given to us,undisputed amounts payable in respect of Provident Fund,ESI and Sales Tax were in arrears as at 31 March 2017 for aperiod of more than six months from the period theybecame payable.

b) According to the information and explanations given to us,the company did not have any dues of excise duty, sales taxetc with the appropriate authorities on account of dispute.As informed to us, the company did not have any dues onaccount of Wealth tax.

viii. In our opinion and according to the information andexplanations given to us, the company has defaulted inrepayment of dues to its bankers and financial institutions.

ix. In our opinion and according to the information andexplanations given to us, the company has not raised anymoney by way of public offer or further public offer(including debt instruments) and the term loans wereapplied for the purposes for which those are raised.

x) In our opinion and according to the information andexplanations given to us, no fraud by the company or on thecompany by its officers or employees has been noticed orreported during the course of audit.

xi. According to the information and explanations given to us,the company has not paid or provided any managerialremuneration during the year.

xii. The Company is not a Nidhi Company and hence reportingunder clause 3(xii) of the Order is not applicable.

xiii. In our opinion and according to the information andexplanations given to us the Company is in compliancewith Section 177 and 188 of the Act, where applicable, forall transactions with the related parties and the details ofrelated party transactions have been disclosed in thefinancial statements as required by the applicableaccounting standards.

xiv. During the year, the Company has not made anypreferential allotment or private placement of shares or fullyor partly convertible debentures and hence reporting underclause 3(xiv) of the Order is not applicable to the Company.

xv. In our opinion and according to the information andexplanations given to us, during the year the Company hasnot entered into any non-cash transactions with itsDirectors or persons connected to its Directors and henceprovisions of Section 192 of theAct are not applicable.

xvi. The Company is not required to be registered underSection 45-IAof the Reserve Bank of IndiaAct, 1934.

For P.SRINIVASAN & Co.,Chartered Accountants

Firm’s Registration No.004055S

K.RANGANATHANPartner

M.No. 010842

Place: SecunderabadDate: 29-05-2017

36


ANNEXURE ' A' to the Auditors' Report

37


Report on the Internal Financial Controls under Clause (i) ofsub-section 3 of Section 143 of the Companies Act, 2013('theAct')We have audited the internal financial controls over financialreporting of M/S.PRIYADARSINI LIMITED, Hyderabad ('theCompany') as of 31 March 2017 in conjunction with our audit ofthe financial statements of the Company for the year ended onthat date.Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishingand maintaining internal financial controls based on the internalcontrol over financial reporting criteria established by theCompany considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute ofChartered Accountants of India ('ICAI'). These responsibilitiesinclude the design, implementation and maintenance ofadequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of itsbusiness, including adherence to the Company's policies, thesafeguarding of its assets, the prevention and detection of fraudsand errors, the accuracy and completeness of the accountingrecords, and the timely preparation of reliable financialinformation, as required under the CompaniesAct, 2013.

Auditors' ResponsibilityOur responsibility is to express an opinion on the Company's

internal financial controls over financial reporting based on ouraudit. We conducted our audit in accordance with the GuidanceNote on Audit of Internal Financial Controls over FinancialReporting (the 'Guidance Note') and the Standards on Auditing,issued by ICAI and deemed to be prescribed under Section143(10) of the Companies Act, 2013, to the extent applicable toan audit of internal financial controls, both applicable to an auditof Internal Financial Controls and, both issued by the Institute ofChartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financialreporting were established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain auditevidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness.Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controlsover financial reporting, assessing the risk that a materialweakness exists, and testing and evaluating the design andoperating effectiveness of internal control based on the assessedrisk. The procedures selected depend on the auditors' judgment,including the assessment of the risks of material misstatement ofthe financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinionon the Company's internal financial controls system over financialreporting.

ANNEXURE 'B' to the Auditors' Report

Meaning of Internal Financial Controls over FinancialReporting

A company's internal financial control over financial reportingis a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internalfinancial control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of recordsthat, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the Company; (2)provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, andthat receipts and expenditures of the Company are being madeonly in accordance with authorizations of the Management anddirectors of the Company; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the Company's assets thatcould have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls overFinancial Reporting

Because of the inherent limitations of internal financialcontrols over financial reporting, including the possibility ofcollusion or improper management override of controls, materialmisstatements due to error or fraud may occur and not bedetected. Also, projections of any evaluation of the internalfinancial controls over financial reporting to future periods aresubject to the risk that the internal financial control over financialreporting may become inadequate because of changes inconditions, or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, anadequate internal financial controls system over financialreporting and such internal financial controls over financialreporting were operating effectively as at 31 March 2017, basedon the internal control over financial reporting criteria establishedby the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by theInstitute of CharteredAccountants of India.

For P.SRINIVASAN & Co.,Chartered Accountants

Firm’s Registration No.004055S

K.RANGANATHANPartner

M.No.010842

Place: SecunderabadDate: 29-5-2017

Balance sheet as at 31 st March,2017(All amounts are in lakhs, except share data and unless otherwise stated)

Note As at 31-03-2017 As at 31-03-2016

EQUITY AND LIABILITIES

Share holders' Funds

Share Capital 2.1 1108.00 1108.00

Reserves and Surplus 2.2 (8923.98) (7840.83)

(7815.98) (6732.83)

Non-Current Liabilities

Long - term Borrowings 2.3 600.00 600.00

Deferred tax Liabilities 2.4 0.00 0.00

Long - term provisions 2.5 348.23 307.65

948.23 907.65

Current Liabilities

Short - term borrowings 2.6 5803.62 5803.62

Trade payables 2.7 1678.46 1515.36

Other current Liabilities 2.8 5166.76 4783.82

Short - term Provisions 2.9 24.11 15.17

12672.95 12117.98

TOTAL EQUITY AND LIABILITIES 5805.20 6292.80

ASSETS

Non-current Assets

Fixed Assets

Tangible Assets -Gross 2.10 14304.93 14316.27

Accu dep 9605.83 8864.34

Tangible Assets 2.10 4699.10 5451.93

Capital Work - in - Progress 0.00 0.00

Intangible Assets 0.00 0.00

Long - term Loans & Advances 2.11 258.26 263.56

4957.36 5715.49

Current Assets

Inventories 2.12 103.72 120.82

Trade receivables 2.13 372.15 114.61

Cash and Cash Equivalents 2.14 73.89 66.52

Short- term Loans and Advances 2.15 298.07 276.35

847.84 578.31

TOTAL-ASSETS 5805.20 6292.80

Summary of Signifcant Accounting Policies 1

The accompanying notes are an integral part of the financial statements

As per our report attached For and onbehalf of the boardFor P.SRINIVASAN & COChartered accountantsFirm Regd no: 004055S C. RATNA KUMARI C.K.RAO

DIRECTOR EXECUTIVE VICE CHAIRMANDIN NO. 00018519 DIN NO. 00018525K.RANGANATHAN

PartnerM.NO:010842

Place: HYDERABAD K. CHENNAKESAVULUDate: 29-05-2017 C F O


38

Statement of profit and loss for the year ended 31st March 2017(All amounts are in lakhs, except share data and unless otherwise stated)

Particulars Note For the year For 9 monthsended 31-03-2017 ended 31-03-2016

REVENUE

Revenue from Operations (gross) 2.16 2,557.55 3,063.27

Less : Excise Duty - -

Revenue from Operations (Net) 2,557.55 3,063.27

Other Income 2.17 28.19 135.55

Excess Provision written back - 268.74

Total Revenue 2,585.74 3,467.57

EXPENSES

Cost of materials consumed 2.18 23.91 111.08

Change in Inventories of Finished goods and work-in-progress 2.19 11.77 30.30

Manufacturing expenses 2.20 1,738.78 1,914.75

Employee Benefit expenses 2.21 956.90 951.90

Other expenses 2.22 176.84 157.76

Finance costs 2.23 8.43 733.28

Depreciation 2.10 752.26 957.53

Total expenses 3,668.89 4,856.61

Profit /(Loss) before tax (1,083.15) (1389.04)

Tax expense:

-Current tax -

Deffered tax charge/(debit) - -

Total of tax expenses - -

Profit for the year (1,083.15) (1389.04)

Basic Earnings per share of Rs 10 each (9.78) (12.54)

Diluted Earnings per share of Rs. 10 each (9.78) (12.54)

Summary of Signifcant Accounting Policies 1

The accompanying notes are an integral part of the financial statements

As per our report attached For and onbehalf of the boardFor P.SRINIVASAN & COChartered accountantsFirm Regd no: 004055S C. RATNA KUMARI C.K.RAO

DIRECTOR EXECUTIVE VICE CHAIRMANDIN NO. 00018519 DIN NO. 00018525

K.RANGANATHANPartnerM.NO:010842

Place: HYDERABAD K. CHENNAKESAVULUDate: 29-05-2017 C F O

39


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2017

For the year ended For 9 months endedPARTICULARS 31-03-2017 31-03-2016

A CASH FLOW ARISING FROM OPERATING ACTIVITIES:.Net profit before tax & extraordinary items -1083.15 -1389.04

Add: Depreciation 752.26 957.53Interest 8.43 440.99Capital Issue Expenses 0 0Loss on sale of Assets 0 760.69 0 1398.52

-322.46 9.48Less: Profit on sale of Assets 2.28 48.71

Operating profit before working capital changes -324.74 -39.23

Adjustments for working capital changesSundry debtors -257.55 193.85Other Current liabilities 595.56 -323.92Inventories 17.10 32.88Loans & Advances -17.42 337.69 -87.74 -184.93

Cash generated from Operations -12.95 -224.16

Less: Interest charges -8.43 -440.99

CASH FLOW BEFORE EXTRAORDINARY ITEMS 4.52 -665.15

CASH FLOW FROM OPERATING ACTIVITIES 4.52 -665.15

B CASH FLOW FROM INVESTING ACTIVITIES.

Inflow: Sale of fixed assets 2.85 216.96Outflow: Purchase of fixed assets 0 -39.47

2.85 177.49C. CASH FLOW FROM FINANCING ACTIVITIES

Inflow: Increase in Bank borrowings 0 546.93 0

Outflow: Repayment of loans 0 0 -69.88 477.05

NET CASH FROM FINANCINING ACTIVITIES 0 477.05

NET INCREASE IN CASH/CASH EQUIVALENTS(A+B+C) 7.37 -10.61

ADD:CASH/CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 66.52 77.13

CASH/CASH EQUIVALENTS AT THE CLOSING OF THE YEAR 73.89 66.52

As per our report attached for and on behalf of the Board

for P.SRINIVASAN & CO.Chartered AccountantsFirm Regd.no : 004055S

K.RANGANATHAN C. RATNA KUMARI C.K. RAOPartner Director Executive Vice ChairmanM.No. : 010842 DIN No. 00018525

Place: Hyderabad K. CHENNAKESAVULUDate : 29-05-2017 C F O

40


SIGNIFICANTACCOUNTING POLICIES:

a) Basis of preparation of financial statementsThe financial statements have been prepared and presented in accordance with the Indian GenerallyAccepted Accounting Policies (GAAP) under the historical cost conversion on the accrual basis. GAAPcomprises accounting standards notified by the Central Government of India under section 133 of theCompanies Act, 2013, other pronouncements of the institute of Chartered Accountants of India, theprovisions of the Companies Act, 2013. Accounting policies have been consistently applied andmanagement evaluates all recently issued or revised accounting standards on an ongoing basis.

b) Fixed Assets & Depreciation.Fixed Assets are carried at cost of acquisition or construction less accumulated depreciation. The cost offixed assets includes non-refundable taxes, duties, freight and other incidental expenses related to theacquisition and installation of the respective assets.Depreciation on fixed assets has been charged based on the useful life of the asset in accordance withSchedule II of the Companies Act, 2013.As the asset consists of old machinery which are not repairable and unusable they are accumulated asscrap machinery and deleted from Gross Value in the Fixed Assets, as and when they are sold the saleproceeds are included in income.

c) Purchases and Sales:i) Sales are recognised on dispatch of goods to customers and includes excise duty but exclude returns

and taxes on sales collected from the customers on behalf of the Government.ii) The purchase cost of raw materials and other inputs has been considered net of CENVAT credits

receivable for dutiable products and inclusive of CENVAT for exempt products.d) Inventory Valuation:

Inventories are valued at lower of cost and net realisable value. Cost of inventory comprises all cost ofpurchase cost of conversion and other costs incurred in bringing the inventories to their present location andcondition.The value of raw materials, stores and spares and packing materials is determined by using the weightedaverage cost method and includes appropriate share of production overheads.

e) Retirement Benefits:Retirement benefits viz. Provident Fund and Pension Fund are accounted for on accrual basis.Contributions to these funds are made to appropriate authorities. Current year’s provision of gratuity Rs.20lakhs has been charged to statement of profit and loss.

f) Foreign ExchangeTransactionsDuring the year there were no foreign exchange transactions transacted.

g) Valuation of Power GeneratedPower generated through wind mills project is valued as per estimation by the company and is included inSales/Income from operations.

h) Export Benefits:The company exports yarn and fabric under Duty Drawback Scheme and Focus Market Scheme. Theunutilized benefits under the scheme are accounted for on accrual basis.

i) Accounting forTaxes on Income:The accounting treatment followed for taxes on income is to provide for current tax and deferred tax.Currenttax is the amount of income tax determined to be payable in respect of taxable income for a period.Deferredtax is the effect of timing differences.

41

rcPRIYADARSINI LIMITED

2 Notes to Financial Statements for the year ended 31 st march 2017

(All amounts in Rupees lakhs except share data and unless otherwise stated)

Note Particulars 31 March 2017 31 March 2016

2.1 SHARE CAPITAL Rs in lakhs Rs in lakhsAuthorised3,00,00,000 (As on 01-04-2016 - 3,00,00,000) Equity shares of Rs 10 each 3000.00 3000.00

500.00 500.005,00,000 (As on 01-04-2016 - 5,00,000) Preference shares of Rs 100 each

Total 3500.00 3500.00

Issued, SubscrIbed & Paid up1108.00 1108.001,10,80,000 (As on 01-04-2016 - 1,10,80,000) Equity shares of Rs 10 each

Total 1108.00 1108.00

Details of shareholders holding more than 5% shares in the company

31 March 2017 31 March 2016No.of Shares % of holding No.of Shares % of holding

1 C.Harish 1697166 15.32 1697166 15.322. Koneru Investments Pvt ltd 1812613 16.36 1812613 16.363. Natwest Investments Ltd 714900 6.45 714900 6.45

As per records of the company, including its register of shareholders/members and other declarations received from shareholdersregarding beneficial interest, the above shareholding represents both legal and benefical ownerships of shares.


2.2 RESERVESAND SURPLUSParticulars 31 March 2017 31 March 2016AP State subsidy 25.00 25.00Capital Reserve 30.35 30.35Share Premium 1062.00 1062.00General Reserve 348.78 348.78Profit and Loss AccountOpening Balance 9306.96 8009.08

1083.15 1389.04Excess dep adjustment 0.00 (10390.11) 91.16 (9306.96)

Total (8923.98) (7840.83)


NON-CURRENT LIABILITIES

2.3 LONG-TERM BORROWINGS

31 March 2017 31 March 2016 31 March 2017 31 March 2016

Non-current Portion Current MaturitiesSecured Rs in Ranks Rs in Lakhs Rs in Lakhs Rs in LakhsTerm Loans from Banks - Indian RupeesUBI-WCTL-1 - - 0.00 0.00UBI-WCTL-2 - - 0.00 0.00

-Exim Bank - 0.00 0.00Syndicate Bank - 0.02 0.02-HDFC Bank - 0.00 0.00-State Bank of India - 0.01 0.01-Bank of India - 0.00 0.00-

Total - - 0.03 0.03

42


Other Loans &Advances (Unsecured)Unsecured loans from Promoters 600.00 600.00 0.00 0.00

Total 600.00 600.00

Total of Secured & Unsecured 600.00 600.00 0.03 0.03

1. Term loans from the financial institutions/banks viz Exim bank, Syndicate bank, State bank of india, Bank of india ,Union bank ofindia are secured by way of first charge of all immovable properties both present and future and second charge over all movableassets on a pari passu basis along with personal guarantee of Sri Harish Cherukuri promoter and C.K.Rao Executive ViceChairman of the company . Specified movable assets are subject to prior charge in favour of the company's bankers for workingcapital requirements.

2. SBI, Syndicate bank, Bank of india, Exim bank & UBI issued notices for repayment of term loans under SurfaceAct.

3. The debt ofAndhra Bank and Exim Bank have been assigned to EdelwiseAsset Reconstruction Company Limited.

4. The outstandings of banks are subject to reconciliation.

2.4 DEFERRED TAX LIABILITYAs at March, 2017 As at March, 2016

Deferred Tax Liabilities - -


2.5 LONG TERM PROVISIONS

31 March 2017 31 March 2016 31 March 2017 31 March 2016Non-current portion Current Maturities

Provision for Employee BenefitsProvision for Gratuity 348.23 307.65 - -Provision for Employee Bonus - - 0.00 15.17

Total 348.23 307.65 0.00 15.17


CURRENT LIABILITIES 31 March 2017 31 March 20162.6 SHORT TERM BORROWINGS

State Bank of India 2365.85 2365.85Bank of India 1213.70 1213.70Union Bank of India 313.25 313.25Andhra Bank 1235.38 1235.38Syndicate Bank 481.38 481.38Syndicate Bank L.C 194.06 194.06

5803.62 5803.62

1. Working capital facilities from State bank of india,Bank of india,Union bank of india,Andhra bank,Syndicate bank are securedby first charge over current assets of the company and coveredby second charge over the fixed assets of the company onpari passu basis alongwith the personal guarantee of Sri Harish Cherukuri promoter and Sri C.K Rao Executive ViceChairman of the company.Specified fixed assets are subject to first charge in favour of the term lending institutions to covertheir term loans.The working capital is repayable on demand and carries interest @14.75% to 17.50%P.A.SBI,BOI,,UBI,Andhra Bankand Syndicate Bankhave issued notices for repayment under Sarfaesi Act.

2. In order to restructure the secured loans of all banks both term loan and working capital the company has offeredOTS..Interest on trem loan and working capital outstanding and not debited by banks amounting to Rs 49Crores(approximately) have not been taken in to accounts in view of the OTS proposal.


43


2.7 TRADE PAYABLES31 March 2017 31 March 2016

Trade payables 1678.46 1515.36The balance outstanding to Canbank Factors is subject to reconciliation.


2.8 OTHER CURRENT LIABILITIES31 March 2017 31 March 2016

1. Current Maturities of Long term BorrowingsUBI-WCTL-1 309.89 309.89UBI-WCTL-2 59.29 59.29Exim Bank 381.77 381.77Syndicate Bank 1658.99 1658.99HDFC Bank 0.00 0.00State Bank of India 576.82 576.82Bank of India 297.30 297.30

Total of current Maturities on Long term Borrowings 3284.06 3284.06

2. Other Liabilities. Other currentLiabilities 1747.91 1400.56

Value added Tax & Cst Payable 21.73 15.85TDS Payable 2.99 2.59Employee related paybles P.F.,ESI & Others 110.06 80.75Interest Dues 0.00 0.00Advances from Customers 0.00 0.00Total 1882.70 1499.76

5166.76 4783.82


2.9 SHORT TERM PROVISIONS 31 March 2017 31 March 2016

Provision for Employee Bonus 24.11 15.17

Total 24.11 15.17


NON CURRENT ASSETS 31 March 2017 31 March 2016

2.10 FIXED ASSETS (TANGIBLE)Fixed Assets (Tangible) 14304.93 14316.27

Less: Accumulated Dep 9605.83 8864.34Net Fixed Assets 4699.10 5451.93


44



45

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3

2.11 LONG-TERM LOANS &ADVANCES31 March 2017 31 March 2016 31 March 2017 31 March 2016

Non-current portion Current MaturitiesUnsecured considered good(a) Security Deposits

Secured considered goodDeposits with Excise authorities 26.07 32.02 0 0

26.07 32.02 0 0(b) Other Loans & Advances

Deposit with others 232.19 231.54 0 0232.19 231.54 0 0

Total 258.26 263.56 0 0


CURRENTASSETS2.12 INVENTORIES (Valued at lower of cost and net realisable value) 31 March 2017 31 March 2016

Rawmaterials 4.57 6.95

Work In Progress 0 0.56

Finished goods 0 11.21

Stores 61.29 61.24

Packing Materials 3.50 7.67

Dyes & Chemicals 34.36 33.20

Total 103.72 120.82


2.13 TRADE RECEIVABLES 31 March 2017 31 March 2016

Debtors outstanding for a period exceeding six monthsSecured, considered good 0 0Unsecured, considered good 50.11 0

Unsecured, considered doubtful 0 0

Total 50.11 0

Debtors outstanding for a period less than six monthsSecured, considered good 0 0Unsecured, considered good 322.04 114.61

Total 372.15 114.61


2.14 CASH & CASH EQUIVALENTS 31 March 2017 -31 March 2016 31 March 2017-31 March 2016Non Current Current

Cash in Hand 0 0 1.84 4.70Cash at Banks 0 0 2.56 4.00Deposits with Banks 0 0 69.49 57.82

Total 0 0 73.89 66.52


46


2.15 SHORT TERM LOANS & ADVANCES 31 March 2017 31 March 2016 31 March 2017 31 March 2016Non Current Current

Advances to Suppliers 0 0 16.14 10.30Advances to Others 0 0 281.93 265.05

Total 0 0 298.07 275.35

(All amounts in Rupees lakhs except share data and unless otherwise stated)2.16 REVENUE FROM OPERATIONS 31 March 2017 31 March 2016

Sale of Products 116.68 275.71Less: Excise Duty 0 0Net Sales 116.68 275.71Other Operating Income 2440.87 2787.56

Total 2557.55 3063.27

(All amounts in Rupees lakhs except share data and unless otherwise stated)2.17 OTHER INCOME 31 March 2017 31 March 2016

Other income 25.91 86.84

Profit on Sale of fixed asset 2.28 48.71

Total 28.19 135.55

(All amounts in Rupees lakhs except share data and unless otherwise stated)2.18 COST OF MATERIAL CONSUMED 31 March 2017 31 March 2016

Rawmaterials Inventory at the Begining of the year 6.95 9.76Add: Purchases 21.53 108.26

Total 28.48 118.03

Less: Inventory at the end of the year 4.57 6.95Consumption of raw materials 23.91 111.08Details of Rawmaterials consumedConsumption of R M Viscose - Dyed 0 0Consumption of R M Viscose - Grey 0 0Consumption of R M Polyester 0 23.24Consumption of Cotton Yarn 23.91 87.22

Total 23.91 110.46Details of InventoryStock of Cotton Yarn 3.08 5.46Stock of R M - Filament yran 1.48 1.48

Total 4.57 6.95


47


2.19 CHANGES IN INVENTORIES OF FINISHED GOODSAND WORK IN PROGRESS31 March 2017 31 March 2016

Closing stock of Work in Progress 0 0.56Closing stock of Finished goods 0 11.21

Total 0 11.77

Opening stock of Work in Progress 0.56 2.67Opening stock of Finished goods 11.21 39.41

Total 11.77 42.07

Increase/(Decrease) in stocks 11.77 30.30

(All amounts in Rupees lakhs except share data and unless otherwise stated)2.20 OTHER MANUFACTURING EXPENSES 31 March 2017 31 March 2016

Coal consumed 88.75 84.52Power 1128.14 1226.07Consumption of Dyes & Chemicals 265.78 274.82Conversion charges 0 45.03Packing Material 89.61 101.47Stores & spares consumed 142.16 160.92Rep & Maint Plant & Machinery 16.15 9.02Rep & Maint Buildings 0.31 0.30Rep & Maint Others 7.88 12.61

Total 1738.78 1914.75

(All amounts in Rupees lakhs except share data and unless otherwise stated)2.21 EMPLOYEE BENEFIT EXPENSES 31 March 2017 31 March 2016

Salaries,wages,Bonus& Allowances 748.15 705.77Contribution to provident Fund & Other Funds 53.65 62.97Staff welfare expenses 155.10 183.16

Total 956.90 951.90

(All amounts in Rupees lakhs except share data and unless otherwise stated)2.22 OTHER EXPENSES 31 March 2017 31 March 2016

Administrative expensesPayments to auditors (refer details below) 1.52 3.63Insurance 6.40 7.78Rent 9.59 10.38Rates taxes & Licenses 60.79 14.86Directors Remuneration 0.40 0.41General expenses 94.90 98.07Selling expenses 3.22 22.63Capital issue expenses - written off 0.00 0.00

Total 176.84 157.76PAYMENT TO AUDITORSStatutory audit 0.75 0.75Tax audit 0.50 0.50Certification 0 27. 2.38

Total .521 3.63


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2.23 FINANCE COST 31 March 2017 31 March 2016

Intereston Term Loans 0 19.61on Working capital Loans 7.62 713.04Sub-Total : Interest 7.62 732.65Bank charges & Others 0.81 0.62

Total 8.43 733.28


2.24 Depreciation and amortization expensesDepreciation of tangible assets 752.26 957.53

(All amounts in Rupees lakhs except share data and unless otherwise stated)2.25 Contingent Liabilities 31 March 2017 31 March 2016

Letter of credit 17.75 0Bank Guarantees Issued by banks 25.12 52.30Claims against the company not acknowledged as debts 241.63 499.41

(All amounts in Rupees lakhs except share data and unless otherwise stated)2.26 Earnings Per Share 31 March 2017 31 March 2016

Net Profit/(Loss) for the period (1083.15) (1389.04)At the begining of the period 110.80 110.80No of shares Issued during the period 0 0Outstanding at the end of the period 1108 1108

2. Weighted Average No of equity shares for earningsper share computation 110.80 110.80

3. Earnings per share - Rs. Rs. Rs.Basic (9.78) (12.54)Diluted (9.78) (12.54)

2.27 Related party transactionsThe company has transactions with the following related parties.

Nature of Transaction Transaction Out standing Written off /Name of the partry Relationship Description Amount As on31-03-16 Written back

1.Padmaja Agencies pvt ltd Director Loan 0 128.97 NilInterested

2.Arjuna paper cones Director Purchase of 0 33.38 Nil

Interested Packing Material

3.Key Managent Personnel

C.K.Rao Director Payment of 0 0 Nilsalary

Directors Sittinfg Fee 0 Nil40000

2.28 Consumption of Raw materials31 March 2017 31 March 2016

Class of goods qty(kgs) Value(Rs) qty(kgs) Value(Rs)

Polyester 0 0 0 0Viscose 0 0 0 0Cotton 0 0 0 0Cotton Yarn 10644 23.91 42619 87.22

10644 23.91 42619 87.22

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2.29 Value of Imports Calculated on CIF Basis 31 March 2017 31 March 2016

Capital Goods 0 0Stores & Sparets 0 0

2.30 Imported and Indigenious Raw Materials,Components and Spare Parts

31 March 2017 31March2016 31 March 2017 31March2016

% of Total Value of % of Total Value ofConsumption Consumption Consumption Consumption

RAWMATERIALSImported 0 0 0 0Indigenious obtained 100 23.91 100 87.22

Total 100 23.91 100 87.22

SPARE PARTSImported 0 0 0 0Indigenious obtained 100 142.16 100.00 160.92

Total 100 142.16 100.00 160.92

2.31 Expenditure in Foreign Currency 31 March 2017 31 March 2016

Commission 0 0

2.32 Earnings in in Foreign Exchange 31 March 2017 31 March 2016

FOB value of exports 0 0

2.33 Disclosure of Specified bank Notes

SBNs Others Total

Closing cash in hand as on 0 611826 6118268 th November 2016Add :- Permitted Receipts 0 2138732 2138732

0 2750558 2750558Less :- Permitted Payments 0 2609534 2609534

Closing cash in hand as on 31st December 2016 0 141024 141024

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Form No. MGT-11

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration)

Rules, 2014]

CIN : L18100TG1981PLC003031

Name of the Company : PRIYADARSINI LIMITED

Registered Office : Survey No. 726 & 744, factory premises, Sadasivpet, Sadasivpet Mandal,

Sangareddy District – 502 291

Name of the member (s) : ___________________________________________________________________________

Registered address : ___________________________________________________________________________

E-mail Id : ___________________________________________________________________________

Folio No/ Client Id : ___________________________________________________________________________

DP ID : ___________________________________________________________________________

I/We, being the member (s) of .............................................. shares of the above named company, hereby appoint

1. Name

Address

E-mail Id

or failing himSignature

2. Name

Address

E-mail Id


1. Name

Address

E-mail Id


as my proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 36thAnnual General Meeting of the Company,

to be held on Wednesday 29th November, 2017 at 9.30 A. M. at the Registered Office of the Company, situated at Survey No.

726 & 744, Sadasivpet, Sadasivpet Mandal, Sangareddy District – 502291 and at any adjournment thereof in respect of such

resolutions:

Resolution No.

1 2 3 4

5 6 7 8

Signed this ______________________________day of _________________2017.

Signature of the Member(s)

Notes: 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.

Affix aRe.1/-

RevenueStamp


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CIN: L18100TG1981PLC003031

Registered Office: Survey No. 726 & 744, Sadasivpet, Sadasivpet Mandal, Sangareddy District-502291

ATTENDANCE SLIP

36th ANNUAL GENERAL MEETING

THE 29TH DAY OF NOVEMBER, 2017

1. Regd. Folio No. : _________________________________________________________

2. Client ID No. : _________________________________________________________

3. DP ID No. : _________________________________________________________

4. No. of shares held : _________________________________________________________

5. Name of the Member/Proxy : _________________________________________________________

I am a member/proxy for the member of the Company. I hereby record my presence at the 36thAnnual General

Meeting of the company to be held on 29th November, 2017 at 9.30A.M. at the registered Office of the company:

Priyadarsini Limited Factory Premises, Survey No.726 and 744, Sadasivpet, Sadasivpet Mandal, Sangareddy

District 502291.

--------------------------------------------------

Signature of the Member/Proxy attending the Meeting

Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Members are

requested to bring their copies of theAnnual Report to the meeting

*applicable for members holding shares in Demat mode.


52

BOOK-POST Printed Matter

36 Annual Reportth

If undelivered, please return to:

Priyadarsini Limited(Formerly known as Priyadarshini Spinning Mills Limited)

Corporate Office: Satyanarayana Enclave, Icon Block, 3rd Floor,

Madinaguda, Hyderabad -500048...

th ANNUAL REPORT 2016 - 2017 - Bombay Stock Exchange · Banjara Hills, Hyderabad-500 034. WORKS ......

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