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Suryaamba Spinning Mills Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors take pleasure to present the Board''s Report in line with the Companies Act, 2013 ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report presents the Audited financial results and other developments in respect of the Company during the financial year ended on March 31, 2025 ("FY25"/ "Financial Year").

1. Financial Highlights

The Company''s financial performance for the financial year ended March 31, 2025:

(Rs. in Lakhs)
	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from operations	21,465.76	21,856.63
Profit before exceptional item and tax	284.97	240.79
Exceptional Item	-	-
Profit before tax but after exceptional item	284.97	240.79
Profit after tax	117.29	175.05
Opening balance in Retained Earnings	4,207.08	4061.33
Closing balance in Retained Earnings	4295.05	4207.08

2. Performance Review

During the year under review, the performance of your Company was influenced by:

â¢ Demand trends in domestic and export textile markets

â¢ Raw material price fluctuations

â¢ Energy and logistic cost variations

â¢ Strategic focus on value-added yarns and sustainable products

The Company''s performance has been discussed in detail in the ''Management Discussion and Analysis Report''.

The Company is engaged in the business of Textiles, and there has been no change in the nature of the business of the Company during the financial year ended March 31, 2025.

3. Operational results and the state of the Company''s affairs

During the financial year 2024-25, your Company has achieved total income of 321,539.66 Lakhs as against 321,936.82 Lakhs in the financial year 2023- 24, i.e., decline of 1.78%.

The EBIDTA and Net Profit for the financial year 2024-25 is 31,362.14 Lakhs and 3117.29 Lakhs respectively as against EBIDTA and Net Profit of 31448.52 Lakhs and 3175.07 Lakhs respectively in the previous financial year 2023-24, due to unfavorable market conditions.

Domestic revenue relating to FY 2025 is 318,679.45 Lakhs as against the 317,100.13 Lakhs of FY 2024 and Exports relating to FY 2025 is 32,678.43 Lakhs as against the 34,479.02 Lakhs of FY 2024.

4. Material Changes and Commitments

There have been no material changes and commitments affecting the Company''s financial position between the end of the financial year and the date of this report other than those which have already been disclosed to the Stock Exchanges.

5. Dividend

During the year under review, the Board has recommended a final dividend of 31/- (Rupees One only) per equity share of 310/- (Rupee Ten only) each [previous year31/- (Rupees One only) per equity share of 310/- (Rupee Ten only) each] for the year ended March 31, 2025. The dividend is subject to approval of shareholders at the ensuing Annual General Meeting ("AGM") and shall be subject to deduction of tax at source. ,

The dividend if approved by the shareholders at the 18thAGM, would involve a cash outflow of 329.32 Lakhs.

The total dividend pay-out for the FY25 is f1/-(Rupees One only) per equity share of f10/- each [previous year f1/- (Rupees One only) per equity share of f10/-(Rupee Ten only) each].

The dividend payout is in accordance with the Company''s Dividend Distribution Policy, which is available on the Company''s website at

https://suryaamba.com/policies.

Your Company is following Dividend Distribution Policy as envisaged under Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Policy, inter-alia, lays down various parameters relating to

declaration/recommendation of dividend.

Dividend Distribution Policy of the Company can be accessed from the website of the Company, http://www.Suryaamba.com/pdf/policy-on-Dividend-

Distribution.pdf.

6. Transfer to Reserves

The Board opted not to propose any transfer to reserve at this time, choosing instead to allocate resources toward opportunities that may foster growth and resilience in the future. The decision reflects a careful consideration of our current needs and a strategic approach.

7. Changes in Capital Structure

During the year under review, there were no changes to the Company''s share capital. The paid-up equity share capital of the Company is f2,93,19,440. Throughout the year, the Company did not issue any shares or convertible securities, including sweat equity and stock option plans.

8. Loans, Guarantees and Investments

During the year under review, the Company has not given any loans; neither provided guarantees nor made any investments covered under the provisions of section 186 of the Companies Act, 2013.

9. Public Deposits

The Company did not accept any public deposits during the year under review, as outlined in Chapter V of the Act and the corresponding Rules.

10. Credit Rating

There has been no change in the credit rating, which is disclosed in the Corporate Governance Report, which forms part of this Annual Report.

11. Directors and Key Managerial Personnel

As on March 31, 2025, your Company''s Board has six members. This includes three Executive Directors and three Non-Executive Independent Directors, two of them are Women Independent Directors. You can find details about the Board and Committee composition, director tenure, and more in the Corporate Governance Report, which is part of this Annual Report.

During the year, the following were the changes in Directors/Key Managerial Personnel:

1. Shri Nilesh Panpaliya (DIN: 08499844), Non-Executive- Independent Director was re-appointed as Non-Executive- Independent Director of the Company effective from July 03, 2024 for second term and got approved in the Annual General Meeting held on September 28, 2024.

2. Shri Amit Goela (DIN: 01754804), Non-Executive- Independent Director, retired on completion of his second term of appointment and ceased to be the Director effective from August 08, 2024.

3. Shri Gajanan N. Chhawsaria, Chief Financial Officer of the Company was reappointed w.e.f. August 14, 2024 for a term of three years.

4. Dr. Neena Parikh (DIN: 10764347), has been appointed as Non-Executive-Independent Director of the Company w.e.f. September 06, 2024 for a term of five years and got approved in the Annual General Meeting held on September 28, 2024.

Subsequent to the year end and up to the date of the Report, the following were the changes:

1.Shri Mayank Agarwal (DIN: 02749089) is re-appointed as Whole-time Director for a period of five years, effective from August 01, 2025, which shall be subject to approval of the shareholders at the ensuing AGM.

The necessary disclosures required under the Act, the Listing Regulations and SecretarialStandards-2 on General Meetings issued by the Institute of Company Secretaries of India ("ICSI"), for the above-mentioned appointment/re-appointment are provided in the Notice of 18^th AGM of the Company.

12. Declaration by Independent Directors

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Additionally, the Independent Directors have declared their compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, regarding their inclusion in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. There have been no changes in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors meet the conditions specified under the Act and the Listing Regulations, and they remain independent of management.

This requirement highlights how important independent directors are for providing unbiased oversight. They help make sure that the Board''s decisions are not swayed by management or major shareholders.

^.Familiarization Programme for the Independent Directors In compliance with the requirements of Regulation 25(7) of the Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarization Programme are available on the website of the Company at https://suryaamba.com/policies/

14. Board Performance Evaluation

Board performance evaluation is carried out under a comprehensive Performance Evaluation Programme ("PEP") every year.

PEP is a part of the roles and responsibilities of the Nomination and Remuneration Committee ("NRC"). Every year NRC reviews the performance evaluation criteria for the Board as a whole, the Board committees and individual board members, taking into consideration the SEBI guidelines and the guidance note issued by the ICSI.

12. Declaration by Independent Directors

The PEP 2024-25 was conducted through a dual approach:

â¢ Questionnaire Approach wherein a questionnaire for performance evaluation of the Board as a whole, Board committees and individual Board members was circulated seeking input from each Board member, and

â¢ Interaction Approach wherein the Lead Independent Director had one-on-one interactions with each Board member seeking input and suggestions on the effectiveness of the Board processes

15. Remuneration Policy and Criteria for Appointment of Directors

The Company has in place a process for selection of any Director, wherein the NRC identifies persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and the Committee also ensures that the incumbent fulfils such criteria with regard to qualifications, positive attributes, independence, age and other criteria as laid down under the Act, Listing Regulations or other applicable laws and the diversity attributes as per the Board Diversity Policy of the Company. The Remuneration policy, inter alia, covers guiding principles and components such as fixed or variable, retiral benefits, commission, etc.

The Remuneration Policy as approved by the Board is available on the website of the Company and can be accessed at https://suryaamba.com/policies.

Information as per Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in ''Annexure -A'' to this Report. Further, the information pertaining to Rule5(2) & 5(3) of the aforesaid Rules, pertaining to the names and other particulars of employees is available for inspection at the registered office of the Company during business hours and the Annual Report is being sent to the members excluding this. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer either at the Registered/Corporate Office address or by email to [email protected].

16. Board Diversity

Your Company recognises and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy, which sets out the approach to the diversity of the Board of Directors. The said Policy is available on the Company''s website at https://suryaamba.com/policies.

17. Succession Plan

Your company has an effective succession planning mechanism focusing on the orderly succession of Directors, Key Management Personnel and Senior Management. The NRC implements this mechanism in conjunction with the Board.

18. Management Discussion and Analysis

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is provided in a separate section and forms part of this Annual Report which includes the state of affairs of the Company and there has been no change in the nature of business of the Company during the financial year ended March 31, 2025.

19. Corporate Governance Report

The Corporate Governance Report and the certificate from the Company''s auditors, as stipulated in Schedule V of the Listing Regulations, are provided in a separate section which forms part of this Annual Report.

20. Board Meetings

The Board of Directors of the Company met 7 (seven) times during the year under review. The dates of the Board meetings and the attendance of the Directors at the meetings are provided in the Corporate Governance Report, which forms a part of this Annual Report.

21. Committees of the Board

As on March 31, 2025, the Board has 4 (four) Committees. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

22. Related Party Transactions

All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are incompliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.However, the details of the transactions with Related Parties are provided in the Company''s financial statements in accordance with the Accounting Standards. However, the details of the transactions with Related Parties are provided in the Company''s finAll Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party

transactions is presented before the Audit Committee on a half yearly basis, specifying the nature, value and terms and conditions of the transactions.ancial statements in accordance with the Accounting Standards.

The Policy on Related Party Transactions as approved by the Board is available on Company''s websit https://www.suryaamba.com/policies.

Your Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this Policy from time to time and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The Policy was amended by the Board of Directors to incorporate the new requirements introduced under the SEBI Listing Regulations.

The Audit Committee approves related party transactions and wherever it is not possible to estimate the value, approves limit for the financial year, based on best estimates. All related party transactions entered into during the year were in the ordinary course of the business and on arm''s length basis. All Related Party Transactions are placed before the Audit Committee for approval. The particulars of material related party transactions, if any, are provided in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 as annexed and forms an integral part of this Report.

There are no material significant related party transactions made by the Company except as disclosed in the Annual Report which may have potential conflict with the interest of the Company during the year by your Company. Further, suitable disclosures as required under the Accounting Standards have been made to the notes of the Financial Statements.

The Board has approved the Policy of the Related Party Transactions, as approved by the Board, is available on the website of the Company at https://www.suryaamba.com/policies.

As required under Section 134(3)(h) of the Act, details of transactions entered with related parties under the Act are given in Form AOC-2, provided as ''Annexure - B'' to this Report.

23. Board Policies

The various policies that the Board has approved and adopted in accordance with the requirements set forth by the Act and the SEBI Listing Regulations can be accessed at our website https://www.suryaamba.com/policies.

24. Internal Controls and Internal Financial Controls

The management team recognises that robust internal controls are foundational to sound governance. Actions derived from consensus-based business strategies should operate within a structured system of oversight and balance. The leadership is dedicated to maintaining an internal control environment proportionate to the business''s scale and intricacy. This environment is designed to ensure adherence to internal protocols, compliance with pertinent laws and regulations, and the integrity and precision of financial records. It also aims to bolster operational efficiency, safeguard company assets, and aid in preventing and detecting fraud, inaccuracies, and anomalies, thereby substantially mitigating risk exposure.

The Company has established a comprehensive internal controls framework. This framework encompasses an array of policies, procedures, and mechanisms that are pivotal in augmenting operational efficiency and effectiveness, curtailing risks and expenditures, and fostering enhanced decision-making and accountability. The internal financial controls framework, an integral component of the broader internal controls system, is pivotal in guaranteeing the dependability and precision of financial reporting. This framework facilitates the meticulous preparation of financial statements by generally accepted accounting standards.

25. Whistle-blower Policy/Vigil Mechanism

At Suryaamba, we are dedicated to upholding high standards of professional integrity and ethical conduct in all our business dealings. This Code mandates that our employees embody the Company''s core values and engage in business activities with integrity and the utmost ethical standards. Through our Whistleblower Policy, management proactively works to avert any actions that deviate from this Code. This policy establishes a protected avenue for employees to report any infractions of the Code responsibly. The board sanctioned Whistleblower policy is accessible on our website at https://suryaamba.com/policies. For more in-depth information regarding the Company''s Vigil Mechanism, please refer to the Corporate Governance Report included within this Annual Report.

26.Risk Management

Risk Management is a basic key to ensure sustained profitability and stability and also forms an integral and important component of Corporate Governance. The Company has the Risk Management Policy in place which identifies elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. The objective of the Policy is to develop a ''risk intelligent'' culture which drives informed decision making and builds resilience to adverse developments while ensuring that opportunities are exploited to create value for all stakeholders.

The Board / Management puts in place adequate and effective system and resources for the purposes of risk management. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Suryaamba believes that a robust risk management system ensures adequate control and monitoring mechanism for a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize the shareholder''s value. The Company''s future growth is linked to general economic conditions prevailing in the market.

The details of the Financial Risk Management, its objectives and policies are set out in "Note 34B" to the Financial Statements of the Company.

The Company has a robust Enterprise Risk Management (ERM) framework that enables it to strategically take calculated risks to remain competitive and drive growth, while simultaneously mitigating other risks to ensure long term sustainability and stable performance.

In line with this, the Board has endorsed a comprehensive Risk Management Policy,

a synopsis of which can be accessed on our website at https://suryaamba.com/policies.

27.Auditors Statutory Auditors

Disclosing the details of the Statutory Auditors in the Board''s Report helps ensure transparency and gives shareholders and other stakeholders confidence in the Company''s financial health and adherence to regulations.

M/s Manish N. Jain & Co., Chartered Accountants, (Firm''s Registration. No. 138430W), were appointed as the Statutory Auditors of the Company for a period of 5 (five) years at the 13^th AGM of the Company to hold office till the conclusion of the 18^thAGM of the Company.

The Auditor''s Report for the financial year 2024-25 has been issued with an unmodified opinion.

Secretarial Auditors

The Secretarial Audit verifies whether the Company follows various laws and regulations, strengthening its compliance efforts. The Board is responsible for responding to any issues raised in the audit report, which shows its commitment to making necessary changes and maintaining high compliance standards.

The Board had appointed Aarju Agrawal & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2025. The Secretarial Audit Report in the Form No. MR-3 for the year is provided as ''Annexure - C'' to this Report.

Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on May 30, 2025 have approved and recommended for approval of Members, appointment of Aarju Agrawal & Associates, Company Secretaries, as Secretarial

Auditor to conduct the Secretarial Audit of the Company for a term of upto 5(Five) consecutive years, to hold office from financial year 2025-26 till financial year 2029-30. Accordingly, a Resolution seeking Members'' approval is included at item No. 5 of the notice convening the Annual General Meeting.

A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening this AGM.

Cost Auditors

Sharing information about the Cost Auditors in the Board''s Report promotes transparency and accountability in the Company''s cost accounting practices and the accuracy of cost records. This disclosure shows that the Company meets legal requirements and helps stakeholders understand how it manages costs.

Your Board has appointed M/s G. R. Paliwal, Cost Accountants (Firm''s Registration No. 100058) as Cost Auditor of the Company for conducting Cost Audit in respect of Textiles of the Company for the FY25.

The Company has maintained the Cost Records as specified by the Central Government under Section 148(1) of the Act.

Internal Auditors

Pursuant to the provisions of Section 138 of the of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Wadhwani Sherke & Co., Chartered Accountant having Membership Number: 191285 to conduct the Internal Audit of the Company as per Rule 13 of the Companies (Accounts) Rules, 2014 for the financial year 2025-26.

During the year under review the Internal Audit Report do not contain any adverse remarks or qualification on the functions and activities of the Company.

28.Corporate Social Responsibility ("CSR")

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Policy of the Company is available on the website of the Company and can be accessed through the web link at https://suryaamba.conn/policies.

The Annual report on CSR activities, which contains details of expenditures incurred by the Company and brief details on the CSR activities, is provided in, ''Annexure - D'' to this Report.

29. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule8 of the Companies (Accounts) Rules, 2014, is provided as ''Annexure - E'' to this Report.

30. Human Resources

Suryaamba considers human resources to be its most valuable asset and continues to put due emphasis on appropriate human resource development for its business. Your Company constantly endeavour to invest in people and processes to improve human capital for the organization and service delivery to its customers. The employees of your Company fully identify with the Company''s vision and business goals. Your Company strives to provide a healthy, conducive and competitive work environment to enable the employees excel and create new benchmarks of productivity, efficiency and customer delight.

Suryaamba always believes in maintaining mutually beneficial industrial relations and hence the industrial relations have always been smooth, cordial and trusting.

The priority for the Human Resource function continued to provide a work environment which is safe, diverse, inclusive and full of growth opportunities in line with our Employee Value Proposition of Better Every day, Take Charge, Thrive Together. Going forward, focus will be on further enhancing our employer brand, providing growth & development opportunities to our employees through talent management along with focus on high performance and effectiveness.

Your Board would like to take this opportunity to express their gratitude and appreciation for the passion, dedication and commitment of the employees and look forward to the continued contribution.

31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Board strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has arranged various interactive awareness workshops in this regard for the employees at the manufacturing sites, R & D set ups & corporate office during the year under review.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

For the financial year 2024-25, no complaints were filed, reaffirming our commitment to fostering a culture of dignity, trust, and accountability at every level.

32.Prohibition of Insider Trading

The Company has established a Code of Conduct for Prohibition of Insider Training ("Code") to govern, monitor, and report trading in the Company''s shares by designated persons and their immediate relatives, in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The Code outlines the procedures that designated persons must follow when trading or dealing

in the Company''s shares and sharing Unpublished Price Sensitive Information ("UPSI").

The Suryaamba Compliance Team sends bi-weekly communications to inform the designated person about the compliance do''s and don''ts related to Insider Trading Regulations, ensuring understanding and adherence to the Code. The Code can be accessed at the Company''s website at https://suryaamba.com/policies.

33. Cyber Security

Due to the rise in cyberattacks, we regularly review our cyber security practices and improve our processes and technology controls based on new threats. Our company has real-time security monitoring in place, along with necessary controls at different levels, from individual user devices to networks, servers, applications, and data.

34. Regulatory Orders

Currently, there are no substantial or impactful orders issued by regulatory bodies, courts, or tribunals that could affect the Company''s capacity to continue as a going concern. According to the Listing Regulations, the Company is committed to transparently disclosing any significant events, important information, or regulatory directives it receives, ensuring that stakeholders are kept informed on a regular basis.

35. Annual Return

The draft Annual Return as required under sub-section (3)of Section 92 of the Act in form MGT-7 is made available on the website of the Company and can be accessed at https://suryaamba.com/annual-return.

36.Secretarial Standards

The Company has complied with the applicable Secretarial Standards as amended from time to time.

37.Other Disclosures

1. During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee and/or Board under section 143(12) of the Act.

2. There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code,2016, and there is no instance of one-time settlement with any Bank or Financial Institution.

3. Under Regulation 20(2)/(2A) of SEBI (LODR) Regulations, 2015 BSE has imposed a fine on the Company for non-compliance of above mentioned Regulation pertaining to the constitution of stakeholder relationship committee. However, 0n receipt of mail from BSE dated November 21, 2024, with respect to the above mentioned subject, in this regard, The Company explained all the facts along with clarification letter and made a waiver request dated December 4, 2024 to the Stock Exchanges for the same which was subsequently waived off.

4. The Company has not issued any equity shares with differential rights regarding dividends, voting, or other rights.

5. The Company neither has any subsidiary, joint venture nor any associate company.

38. Directors'' Responsibility Statement

Pursuant to the requirements under Section 134(5) read with Section 134(3)(c) of the Act, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

39. Acknowledgements

Your Board wish to thank all stakeholders, employees and business partners, Company''s bankers, medical professionals and business associates for their continued support and valuable cooperation.

Your Board also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

Mar 31, 2024

Ynitt Directors aie pleased re present the Seventeenth Annual Report on fee business and operations of the Company together "Vntli die Audited Financial Statements for the financial year ended March 31. 1024 "year under re"iet^:."

1. FIN ANTLAE SLJMMARY AND STATE OF C OMFASTâS AFFAIRS

A nummary of âour Cdnttanv s lir.ancial results for the FinaaoiaJ "fear 2''.''''22-14 [-: a: under

Particulars	As at year ended March 31.2*24	As at year ended March 31,2023
Revenue from operations	2EE57.-&	24,833.46
Other income	SO. 19	191.79
To[aL Revenue	2I,93"62	25,025.25
Earnings Before Interest. Taxes. Depreciation and Amortization	1,443.52	2243.61
Less i Finance Cost	572.98	556.31
Less Â¦ Depreciation and Amortization Expea:e	63 175	623.37
Profit before Tax	240.79	1,053.43
Less iTax Expenses	65.71	267.55
Profit for the period	175.07	790.33
Other Comprehensive Income (net of tax)	(20.25)	(6.09)
Toral Comprehensive Income	154.82	7S4.S0
Ear nines per share	5.97	26.97
Retained Earnings - Opening Balance	4,154.14	3,393.65
Add: Profit for the year	154.32	734.30

Dividend.	29.31	29 32
I rsnsfer to General Reserves	-	-
Retained Earnings - Closing Balance	4,279.63	4,154.14

2. ENDIAN ACC DIETING STANDARDS

The Company ha: adopted Indian Accounting Standard? ilnd .-.S'' and the financial ::i!emeats have been prepared is per the Indian Accounting Standard Rules, I''ll:, a: prescribed under Section Â¦ ill Â¦ of the Companies Apt 2013 read with. relevant Rules issued thereunder and trie other Accounting Principles sen stall Â¦. accepted a: India

3. RESULTS OF OPERATIONS

I lie year under fCvtew was stressful Because of adverse market conditions, there is decrease in trie performance of the Company Burins the r ear under review vour ccimpair-: has earned the revenue from operations ?21.S5~.43 lathi

which was f.24.Sr.-:.46 lakhs during the financial yedÂ£ 1021-213.

The operating profit lEEEDTAi of the Company has decreased from ^2,243.6llahks in the previous year Jo ul.44S.52 Lakhs in the current year, resulted into decrease of 35.44 15

Your Company recorded a net profit of ?154 SZ lakh; in the current year as compared to t~54.Â£0 lakhs in the previous year, registering a significant decrease of SO.2^{_ 5}o The Company lias reported Earnings per 3hare of ^5.9⁷during the current year against Â¥26.97 m the previous year

4. TRANSFER TO RESERVE

The Company has transferred "Nil to the general reserve cut of the amount available for appropriations for the financial year ended March 31. 2024.

5. DIVIDEND

Your Directors are pleased to recommend a dividend of ?1 - per share for the year ended March 31. 2024. subject to shareholdersâ approval at the forthcoming 1Annual General Meeting (AGM of the Company The total outgo co account oi dividend to the shareholder; will be Â¥29.32 Laklis (subject to deductitia ofTDS as per Section 194 of the Income Tax Act. 1961;

5. CAPITAL SiTRLâC TYRE

The Authorised Share Capital of the Company is notv Â¥2 0.00,00. GOO^-- divided into 2_itHkOâ¬₁0OQ (Twit crores.. number of equity shares of Â¥ 10. - each

During the year under review the authorized A-ire capital of the Company campnsiag of 52Q,Ou,Q{t.OOO(Ri^etS! Twenty OTcre;¹ divided into 50.00,000 -Fifty lakhs- Equity Share; of Â¥10 each and 15.00.0i0 [''fifteen lakhs. Preference Share; of ?100 each which is now by passing rescludcii and amending MOA af the Company reclassified :ato 2.0-2.00.00 2 (Tufe-crore; equity shares of 110 each aggregating tc- Â¥2O.0C.jS_;''".^:3i Â¦ P.ucee; Twenty crores Equity Share Capital

Koiv the amended Authorized Share Capital :: the Centrin'': is â20.v0.00.0t0 (Rupees Trnenlv Crete;'' divided into 2,0i.i''O.t''OO Â¦ Two cores. Equity Shares of Â¥l0 - Rupees Ten Only Â¦ each "

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY

There have been nc material changes and commitments affecting trie financial position cf the Comp anâ.'' which have occurred between the end of the financial year to which the financial statements relate and the date of the report. There ha; been no change in the nature of business cfthe Company

7. D IRE C TORS AND KEY !\ 1 ANAGERLAL PERSONNEL

a, Retirement by Rotation and subsequent re-appointment:

In terms of Article; of Association of she Companv and as per Section 152(6) cfthe Companies Act 2015, 2 3rd -of the Beard cf Directors is considered to be Directors liable to retire by rotation. of which 1 3rd sliali retire at every Annual General Meeting and the Company shall have an option to re-appoint the retiring Director or appoint someone else in his. place

Consequently. Shri Yrrender Kumar Agarwal. Managing Dnee tor fDIX: 00013314}. retires by rotation at the ensuing Annual General Meeting and being eligible, ha; offered herself for re-appointment. The Board recommended his appointment et Item No. 3 of the Notice calling 1 ^nT-''- Annual Genera! Meeting for consideration of the shareholders.

b_L Independent Directors;

Appointment:

During the year; on the recommendation of domination A Remuneration Committee. Suit. Nteraja Kart Ik (DIN: 05945-143) was appointed as an Additional Director m the -category of don-Executive Independent Director, subject to appro v si of the shareholders. for a term of? ''five) consecutiâe years w.e.f August id. 2023

Pursuant tc Section 161.1 .Â¦ of the companies Act. 2013, at the Sixteenth Annual General Meeting (AGM) held on September 0v. 2023- her appointment was regularized and approved fcv shareholders for a term of five (5) consecutive years w e.f August 12. 2023 up tc August 1 1.202E.

Re-appointment:

There was no reappointment during the period Cessation of Tenure:

During the year Shri Sushi] Kapadia (DEN: 01 "30944) Noil- Executive Independent Director successfully completed bis second term of five (51 years on Novatub-er 10. 2025 Under the Companies Act, 2013_T an Independent director can serve a maximum. of two terms of fi"s years each, consequently he ceased to be director of tie C onip an^- r.

Declaration by In dependent Directors:

The Independent Directors have submitted their disclosures to the Board fha: the^-.'' fulfill all the requirements as stipulated m Section 149(1$) of the Companies Act, lb 13 along \viÂ± rules framed there under and Regulation 16(l''>;bi of the SERI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

d. Key Managerial persoiinek

Pursuant to tiie Section 203 of the Companies Act 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel!- Rules. 2014 The Key Managerial Perscemel of the Company as on March 31.2024 are:

> Shri Ynender Kumar Agarvai. Chairman and Managing Director.

> Sent. Seema AsanvaL Joint Manas mg Director.

> Shri MavariL Agarvval. Whole time Director.

> Shri Gaj anan Cahatv; aria. Chief Financial Officer and

> Sint. Kriti Lediaa. Company Secretary jo Compliance Officer.

S. BOARD MEETINGS

During the .''ear four i 4 i Board Meetings were held The details of Board Meetings with regard tc their dates and attendance of each of the Director: thereat have been set cut m the Corporate Governance Report which forms part of this Annual Reports

9. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND FNDITTDUAL DIRECTORS

Pursuant tc- the provisions of Companies Act, 2013 and Regulation 1â and Part D of Schedule H of SEBI (Lilting Obligations and Disclosure Requirements''. Regulations. 2015 Â¦ Listing Regulations''. read with SEBI Guidance Mote sated January 5, 201 . the Beard of Directors have carried out aii annual evaluation of its own performance. Board Committees and individual Directors.

the performance of the Board end its Committees was evaluated by trie Board after seeking incut: from all the Director;; and Committee Members. Evaluation of Beard is based on various aspect: sue!) a-: Board composition and structure, effectiveness ef Board processes. Board''s focus, contribution in the long term strategic planning, information and functioning. etc. Similarly, evaluation of committee is based on criteria such as. structure and composition of Committees, their functioning, effectiveness of Committee meetings, etc.

The carameterc- for the perfcnuance evaluation of the Directors depend upon their roles and responsibilities, Director''-: profile ar.d include attendance, effective participation and contribution m meetings of the Board and Committee meetings, domain knowledge, vision, strategy, execution and performance of specific duties, etc At a separate meeting. Independent Directors evaluated die performance of Nor.-Independent Directors. Chairman and performance of the Board a: a whole:

Performance evaluation of independent directors was done by the entire beard., excluding the independent diiector being evaluated The manner in which the evaluation has been carried cut has been explained in the Corporate Governance Report.

10. DIRECTORE RESPONSIBILITY STATEMENT

Pursuant to Section 134i2i afthe Companies Act, 2015 .including any statutory modification!si or re-enactmentisl thereof fc: the time being in force) the Directors of the Compar.v c enthral that

i. in the preparation of the annual accounts for the "rear ended March 31. 202-S- the applicable accounting standards and Schedule IE of the Companies Act. 20 Id have been followed and there are no materia] departures, i:. the Director: have selected such accounting policies aod applied them consistently and made judgment: and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year March 51, 2024 and of the profit of the Company for rhat period; hi. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the asset: of the Compaw and for preventing and detecting fraud and other irregularities:

iv. the annual account: for the year e:ided March 51. 2024 have been prepared on a go Eng concern basis;

v. proper internal financial control laid down by the Directors to be followed by the Company and that such internal financial control are adequate and operating effectively: and

vi proper system to ensure compliance with the provisions of all applicable laws were m place and that such system: are adequate and operating effectively.

LL BOARD COMMITTEES

During the year, the Board of the Company had total three C ommittees namely Audit Committee. Nomination and P.emur.eretiou Committee, Stakeholder Relationship Committee and Corporate Social Responsibility Committee. The details of composition and committee meetings during the year are given in the Corporate Governance Report which is a part cf thss Annual Report.

12. POLICY ON DIRECTORSâ APPOINTMENT,REMUNERATION AND OTHER DETAILS

Your Company has adopted a Nomination and Remuneration Policy for the Directors. Key Managerial Personnel ar.d Senior Management employees pursuant to the requirement of Section 1"E of the Companies Act. 2015 and

Listing Regulation* the salient features of the policy are set out in the Corporate Governance Report which forms pert of this .Annual Rep on.

liie said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Directors, on die Board of the Company and persona holding Senior Management position* in the Company, including their remuneration and other matter:- as provided under Section l^-5 of the Act and Listing Regulations The Policy i-s also available on the website of the Company http: wwtv.s-urya amb a. com investc-rs pci tc i e s

13. VIGIL MECHANISM

Pursuant io the provisions of Section 177f9''} of the Companies Act. 2013. the Company has established a âVigil Mechanism'' incorporating whistle blower policy in terms of Regulation 22 of SEEI (Listing Obligations and Disclosure Requirementsi Regulations. 2015 for employees and Directors of the Company tor expressing the genuine concerns of nnethical behavior. actual cr suspected fraud. leaf: cr suspected leal: of unpublished price sensitive information or Â¦âdelation of the codes of conduct by way of direct access to the Chairman Chairman of the Audit Committee. The Company has also provided adequate safeguards against vtctimizatio-a of employees and Directors who express their concerns.

The Policy on Vigil Mechanism and âvListie blower poliev as approved by the Board aiaâ be accessed on the Company''s website at the link^- http: vw.viysur.aamfra.ccm investors policies

14. AUDITORS AND AUDITOR''S REPORT

a. Statutory Auditor:

Pursuant to the provisions of Section 139 cf the Companies Act 2013 read with the Companies ''.Audit and Auditorsi Rules. 2014, M s Maaish N Jain Ji Co.. Chartered Accountants (Tt''Al firm Registration Number 13S43013"). Nagpur were appointed as the Statutory Auditors of tire Company to hold office from the conclusion of the 13ââ .Annual Genera: Meeting Â¦ AGM) until the eondusion of Ifr^J- AGM

I lie Report given by the Auditors on the financial statements of the Company is part of this Report There has been no qudifkatiQiL reservation, adverse remark cr disclaimer given by the Auditors m their Report. The Auditor''s Report tc the Shareholders for tire year under review does not contain any qualification or adverse remark.

The observations made in the Auditor s Report of M/s Manish N Jain tS: Co,. Chartered Accountants read together with relevant notes thereon, are self-explanatory and hence do not call for any comments. Theie is no qualification, reservation, adverse mark or disclaimer by the Statutory Auditors in. their Report

b. Cost Auditor:

The Companv is maintaining the Cost Records, as specified bv the Central Gc vernmeiit under section 14S{! Â¦ of Companies Act. 2013 read vith Companies (Cost Records and Audit) Rules. 2014 The Cost Audit of the Cost and related records of the Company for the year 2023-24 was undertaken by Shn Ghanshyam Paiiwal Proprietor cfM s. G. R. Paiiwal & Co.. Nagpur the Coot Auditor of the Company.

The Board of Directors, on the recommendations made by the Audit Committee have re-appemted M s. G. R. Paiiwal & Co.. Cost Accountants (Firm Reg No lOCGff Â¦. Nagpur as Cost Auditors of the Company fer the financial Â¦âear 2024-25 to conduct cost audit of tire accounts maintained bv the Compaiiv

The hem iteration of Cos! Auditors has been approved by the Board ofPjrectors on the recomreeridatica of Audi!: Committee The requisite resolution For ratification of remuneration of Cost Auditors by members of the Company has beec set cut m die Notice of ensuing annual general meeting. The Cost Auditors have certified that then appointment is within she limit: of Section 141''.'' |(jg) of the Companies Act. 2013 and that they are not disqualified from appointment avitliLii the meaiiina of the said Act.

c. Secretarial Auditor:

Pursuant to the provision:; of Section 204 of the Companies Act. 2213 read tvith the Companies (Apr ointment and Remuneration of Managerial Personnel.'' Rules. 201â. the Board of Directors of the Company had appointed M Aarru Agiawal & Associates. Practicing Company Secretary. Nagpur. as the Secretarial Auditors of the Company for the financial year 2023-24

The Secretarial Audit Report submitted by Smi. Aarru Agrawal m die prescribed form MR- 3 is attached as '' Ann enure EF tc this report The Report of the Secretarial Auditor annexed to this Report ts self- explanatory and does not call for ap.v further clari^catum la addition tc die above and pursuant to SEBi circular dated, cune 15. 2021. a report on Secretarial Compliance for F Y 2023-24 has been submitted to steel: exchanges. There ere no observations, reservations or qualifications m die said report.

cf. Internal Auditor:

Pursuant ic the provisions of Section f 3S of die of the Companies Act, 2013 and die Companies (Accounts) Rules. 2014. on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M s Wadhwaoi SherLe 5: Cc, Chartered Accountant having Membership Humber 15L2S? to condtictthe Internal Audit of the Company as per Rule 13 of the Companies Â¦ Account: Â¦ R.uies, 2t 14 for the financial year 2023-24.

During the year under re vie tv the Internal Audit Report do not contain any adverse remarks or qualification on the functions and activities of the Company.

15. REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory Auditors. Cost Auditors and Secretarial Auditor: have not reported any instances of hands committed bv the Ccmvaov by it: Officers or Emp levees, tc the Audit Committee under Section 143(12) of the Companies Act. 2013, detail: of which needs to be mentioned in this Report.

id, DEPOSITS

During die Â¦.''ear under revietv. the Company has not accepted anv deposits from the public railing within ike ambit of Section "3 of the Companies .Act 2013 read with the Companies ''Acceptance of Deposits> Rules. 2014 i including any statutory dodific-ationfs) or re- enactments) thereof for the tune being in force).

17. REL ATED P ARTY TRANS ACTIONS

Ail related party transactions that Â¦Â¦â ere entered into during the financial year 2019-20 were on an arm''s length basis and were m the ordinary course of business The Company had not entered into any contracts'' arrangements transactions with related parties which could be considered material in accordance tvith the provisions of Regulation 23 of the SEBI Listing Obligations and Disclosure Requirements''¹ Regulations. 2013 Accordingly, the disclosure of P.eiated Parr ^- Tran tactions as required under Section 13-3(3 )(h) of the Companies Act. 2013 ir. F orm AOC-2 is net applicable.

Ail transaction-: tvith related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with and Materiality of Related Parr^- Transactions, formulated by the Company.

Fcr the details of the related part;-'' transactions. please reter Note No. 30 -of Note: 1g .Accounts to the ineaucial statements

IS. PARTICULARS OF LOAN. GUARANTEE OR INVESTMENTS UNDER SECTION 1S6 OF COMPANIES ACT. :013

During the year under review. the Company has not given any leans. neither provided guarantees tier made any investmejifis covtSfed under the provisions cf section ISA of die Companies Act. 2013.

19. particulars of employees

The information required under Section 15" 11 :Â¦ of eke Act read ''-vith Rule 5 of the Â¦! cjj^panies Appointment and P.emunerattcn of 7 lanaserial Personnel'' Rules. 2014. are given below:

Remuneration to Directors:

Name of the Director	Designation	Remuneration in fy 20:3:4 f in Lakhs	Ratio of Remuneration cf Director to the Median remuneration	Ratio of Remuneration
Name of the Director	Designation	Remuneration in fy 20:3:4 f in Lakhs		Revenue	Net Profit
Shri Virenoer Kumar Asanval	Managing Director	4738	32.6.2 times	O.0013 times	0.19 times
Smt. Seema Agarwal	Joint Managing Dire cl	44.16	30.4 tunes	0 0014 time:	0.1" times
Shri Mayant Agarwal	Whole-tune Directo	34.54	24.06 times	0.0011 time:	0.14 times

Remuneration to Key Managerial Personnel t''KMPi:

Name of the Director KMP		Designation	Kemunera tion in FY : 023-24 ? in Lakh:	Ratio of Reniuue ration of Director lo the Median remuneration	Ratio of Rem nne ration
					Revenue	Net Profit
Shri Gal arati Chhawsaria	Chief Fiaar.ciai Officer		19.29	13.28 times	0.0006 times	0.0S time:
Kriti La aha	Company Secretary and Compliance Officer		3.43	2.38 tune:	0.0001 times	0.01 time:

* S&diaii RetnBiiertrtion Employee

*''* Baaed cn annualized salary and rounded off to two decimals

! The Median ffipmuneratioii of Employees (MRU Â¦ excluding Whole-lime Directere i"~"7Dsi was ? 1.43.246 -

2 In the fLiancial ''.''ear. there was a increase of Â¦ 11 17%i in the median remuneration ampleveei.

3 There are 849 permanent Emplovee: cm dte ReTis of the Company a-: on 3 lit March. 2024

4 The ratio of the remuneration cf Sis highest paid director tc that of the employees who are not directors hut receive remuneration m excess of the highest paid director during the year -N''.A and

5. It ii affirmed that the remuneration paid is at per the Remuneration Policy for Directors. Key Managerial Personnel and ether employees, adopted bylina Company.

Details of emplovee remuneration as recurred under provisions of Section 19.. 12) of the Companies Act. ZG15 and Rule 5(2.1 and 5f3) of the Companies ; Appointment ana Remuneration of Managerial Personnel i Rules. 2014 forms an integral part of tins annual report. The above Atnexure ts not being seat alougwitli this annual report to the member-: of the Company lh line with the provisions of the Act. Members who are interested in obtaining these particulars mar writs to the Ccuhpanv Secretary at :: 2 survaamb i : :_m

20. HUMAN RESOURCE*

Sar-aamba considers human resources to be its moat valuable asset and continues to put due emphasis on appropriate human resource development for its business. Tour Company constantly endeavours to invest in people and processes to improve human capital for the organization and service deliver.'' to its customers. The employees of your Company fully identify with the Company''s vision and business goals. Your Company strives to provide a health-.-, conducive and competitive work environment to enable the employees excel and create new benchmarks of product!¹vity. efficiency and customer delight

Suryaamba always believes in maintaining mutual tv beneficial industrial relations and hence the industrial relations have always been smooth. cordial and trusting.

21, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE E ARNINGS AND OUTGO

Energy sronsei".-ation continues tc be an area of major emphasis in our Company. Efforts are made to optimize the ecergv cost while carrying out the manufacturing operations. Pursuant to Section 1E4f A Â¦uai of trie Companies Act. 2013 read -,vith die Rule S of Companies -.Accounts:- Ernies. 2014. the information on conservation of energy, teelmologv absorption and foreign exchange earnings and outgo are stipulated below:

a. Conservation of energy:

Energy Conservaaon is an ongoing process m the Csanpany The thrust is to mea-sure the existing system parameters and then implement improvements. Emphasis is also given to optimize the operation of various equipments which also lead to energy censer-alien The Company makes continuous efforts on monitoring and effect! re control on utilization of energy consumption and cakes immediate steps to -curtail power consumption. Machine maintenance, energy efficient equipment''s, replacement of energy consuming ecuipcistr s is ikvroughiv tarried out

The company looks to explore the possibility of -solar power as a green energy There was no major capital investment on energy conservation equipment''s during the year

b. Technology absorption:

The Company is continuously making efforts fbr adaptation of latest technology at its unit tc improve the performance. quality and cost effectiveness of its products, upgrading its plant and Machinery The Company focuaes to pioneer the launch of new products that have been successful m the market tc adapt at its unit.

The Company has been continuously improving the quailty of its existing products and entered into new products and also to reduce ike cost of production and optimum energy utilization.

The Companv has not imported anv tec hr. clogâ during the last three vears reckoned from the beginning of this financial year 2023-24 Therefore, nc- such disclosure on details of technology imported, year of import and absorption of technology are applicable.

Dunns tie year the company has net made any expenditure gu research & development,

c. Foreign exchange earnings and outgo:

The information ''vith re spec: he Conservation of energy technology absorption, foreign exchange earnings and outgo pursuant to Section I3^{3)(m of the Act read with Ru-e S of Companies Â¦. Accounts j Rules. 1014. are provided tntbe Annexure EH to this Report

22. RISK MANAGES!EXT

Risk Management is a basic key to ensure sustained profitability and stability and also ferms an integral and important component of Corporate Governance. The Company has the Risk Management Policy m place winch identities elements of risk, if any. which in the opinion of the Beard mav threaten the existence of the Company The objective of the Policy is to develop a ''risk intelligent'' culture which drives informed decision making 2nd builds resilience to adverse developments while ensuring that opportunities are explained tc create value for all stakeholders.

The Board Management puts m place adequate and effective system and resources for the purposes of risk: management. The Board periodic a tlv reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined frame wort Suiyaamba believes that a robust ri3k management system ensures adequate control and monitoring mechanism For a smooth and efficient running of the business. A risk-aware organization is better equipped to maximize Â±e shareholderâs value The Company''s future growth is linked to general economic conditio#Â® prevailing in the market

The details of the Financial Risk Management its objectives and policies are set out in Mote 29C to the Financial Statements of the Company.

22. INTERNAL FINANCIAL CONTROLS

The CompatSps internal control systems are supplemented by an. extensi: e internal audit program conducted bv an independent professional agency The internal control system :s designed ar.d exercised to ensure that all financial and other records are reliable for preparing financial statements, maintaining accountability of assets and in compliance with various policies, practices and statutes, and that all assets sre safeguarded and protected against toss from unauthorized use or disposition and that those transactions are authorised, recorded and reported correctly

The Company has sound interna; financial controls commensurate tc the -size and nature of its business. Significant audit obser''aliens and corrective actions thereon are presented to the Audit Committee of the Board for then rr iev.- and during the year no material Weaknesses in controls were observed

2-1. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Pursuant tc the requirement of Section tj4$Xq} of die Companies Act. 1013 read with Ernie E(5)(vii! of the Companies [ Accounts'': Rules.2014. it is confirmed that during FT" 2023-24 there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status ar.d your Companyâs operations m future

2fi. POLICY ON SEXUAL HARASSMENT OT WOMEN AT WORKPLACE

Your Directors stated that the Ccnqjkav follows an Anti- Sexual Harassment Policy in Line with the requirements of Sexual Harassment of Women at TNorkplace ''Prevention, Prohibition and Redressal) Act, 2013 also an interna! complaints committee has been .set tip to redress complaints received re sardine sexual harassment. All employees ''.''permanent. contractual, temporary and trainee A are covered under this policy No complaints pertaining to sexual harassment tv ere received during PY 2Ci23-2-t

26. ENATRONMENT, HEALTH .AND S AFE IT

The Company consider: it is essential to protect the Earth and limited natural resources a: well as the health and wellbeing cf every person The Company strides to achieve safety. health and environmental excellence m all aspects of its business activities. Acting responsibly with a focus on safety, health and the environment l-s part cf the Company''s DMA.

27. YLANAGEMENX DISCUSSION .AND ANALYSIS AND COSPORATEGOVERNANCE REPORT

Tiie Management Discussion and Analysis Report and the Report on Corporate Governance, as required under the Listing Regulations, forms part of the Annual Report

23. OTHER DISCLOSURES

Tiie Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-21

Investor Education and Protection Fund i''EEPF i. Pursuant to the provisions of Section 124 and 125 of the Companies Act 2013. read with rules made there under, the detail-: due dates for transfer cf ''unclaimed unpaid dividend to the Investors Education & Protection Fund Â¦ TEPFi by the Company ire given in General Shareholders Information Section of Corporate Governance P.eport. forming pan of this Annual ReporL

The details of unclaimed dividend sliares are available on the website of the Company viz.

WWW:flrtrvairtnb a. com mve store

During the year under review. India Ratings &: Research have affirmed the Company Credit Rating TYD BBB Negative, specified in derail in the Corporate Governance Report

The Company neither lias any subsidiary. ic;n: venture nor any associate company

The Company doss act have any scheme or provision of money for tiie purchase of its own shares by employees Du^rectors or by trustees for the benefit cf employees Directors; and

During the year under review, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

29. APPRZCLATION & ACKNOWLEDGMENT

The Board of Directors place on record sincere gratitude and appreciation for ail the employees at all levels for their hard work, solidarity, ccopeiation acui dedication during the year The hard wort and unstinting efforts of the employees have enabled the Company to sustain and further consolidate its position m the industry

They also take this opportunity to express then'' deep appreciation for sincere assistance and co-operation received from its customers, shareholders, suppliers as well as vendors, banters, business associates, regulatory and

savermneat authorities for their cor.lulled support It -â.ill be the CompiO"^:L tndeavom; to build and nurture these strong links tvilh its stakeholders

Yi''ji Directors regret the loss iue :g CO\TD-!9 pandemic aiid hope for your good health and safety and are deeply grateful and have i mm snap respect for every person who risked their life and safety to fight this pandemic.

Ey Order of the Board of Directors

Place: Nagpur¹ Yirender Kumar Agarival Seema Animal

Date : May 28. 2024 Managing Director Joint Managing Director

DIN : 00013314 DIN : 01430206

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting their 8th Annual Report on the Business and operations together with Audited Annual accounts of your Company for the financial year ended31stMarch,2015.

Financial Results: (Rs in Lakhs)

S. No Particulars 2014-15 2013-14

1 Sales and other income 14,916.48 15,836.68

2 Profit Before interest and Depreciator 1,096.33 1,069.58

3 Interest and FiancÃ© Charges 462.20 459.29

4 Depreciation 357.21 276.46

5 Profit after interest and Depreciation 276.92 333.85 Provision for Taxation:

6 (a) Current Tax 57.44 72.79

7 (b)Deferred Tax 79.78 182.94

8 (c)MAT Credit Entitlement (4L36) (13627)

9 Balance of Profit (or Loss) 18LO6 214.39 Appropriations

10 Transfer to General Reserve O.50 O.50

11 Dividend on Equity Share 33.82 24.82

12 Dividend on Preference Share 61.84 61.84

13 Dividend Tax 19.61 14.63

14 Surplus carried over to Balance Sheet 245.39 180.10

Operations:

Your Company's Revenue at f 14916.48 Lakhs (as against f 15836.68 Lakhs in FY 2013-14), registering decrease of 6% over the previous year. Profit before depreciation, interest and tax stood at f 1096.33 Lakhs (as against f 1069.58 Lakhs in FY 2013-14. Net profit attributable to the shareholders at f 181.06 Lakhs as against f 214.39 Lakhs in FY 2013-14. During the year textile industry has recovered from earlier years' recessionary and performed well on an average.

Exports:

The export turnover including merchant export of your company during the year was f 2060.81 Lakhs (as against f 1864.56 Lakhs, registering a 10% increase over the previous year. Your Company has been exporting yarn to various countries like Brazil, USA, Singapore, Argentina, Portugal and continue to explore new markets to improve performance. This trend of increase in exports expecting to continue in the coming years.

Future Outlook:

The per capita polyester consumption is found to be 2.5 kg compared to the world average of 6.8 kg. Polyester consumption also witnessed a marginal increase of 2% m the overall domestic fiber consumption stats, and was seen eating to the share of share of other man-made fibers. Being dubbed as the poor man's cloth, this trend is expected to continue with the growing population and will exponentially increase with the increase in the GDP growth. The new major itanan government will play an incrementally crucial role in bringing back consumer confidence in the economy. We expect this increase in consumer confidence to bring about an upsurge in domestic demand. Though, it might lead to an appreciated rupee which would hurt us in the short- term, we do expect that a stable - growth bonneted government, with a stable currency are going to have a positive impact on the industry as a whole. We expect the new government bringing about favorable reforms for the textile sectors. We aim to capitates on these future reforms by having a strong liquidity position, so we can capitates on each and every opportunity the market generates by drastically expanding and diversifying our product base as to cater a larger audience. We aim to use retained earnings, preferred stock and debt as our man source of funding for our future growth plans. Last but not the least, your company believes that the competition in the emerging markets will be met by improving our systematic efficiency, which will lead to a better cost rationalization, higher productivity, quality assurance and product differ nation.

The economy is in the stage of prospect and the Company expects good demand for its products in domestic as well as international markets. Major markets for Indian Textile and Clothing (T & C) export are the USA and EU and they have recovered from the recession of the past years. The domestic market is also on the path of healthy growth because of the fact that few manufacturing facilities operating abroad are slowing down due to recession. The home-textiles and garment segments are reflecting sound growth both the domestic and international markets due to good demand of apparels. There is a substantial scope for further growth in these segments. Your Company believes that the competition in the emerging markets will be met by developing production systems based on cost efficiency high productivity, quality assurance, etc.

Expansion Plan & Capital Expenditure:

The company aims to increase spmdeleage capacity by 6,048 spindles with a capital expenditure of 17 cr and plans to complete the expansion within 6 months. It plans to fund this capex by using an eclectic mix of promoter's equity, retained earnings and debt to ensure sustainable growth for the company the future

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no significant material changes and commitments affecting financial position of thecompanybetween31stMarch,2015andthe date of Board 'Report.

3. CHANGE IN THE NATURE OF BUSINESS, IF AN

The company has not changed the nature of business during the financial year under review.

4. DIVIDEND

Your Director shave recommended payment of dividend on 8% cumulative Redeemable preference shares as per the terms and conditions of the issue. The dividend will absorb sum of Rs.61.841akhs

Your Directors are pleased to recommend a dividend of 10% on the Equity Share Capital of the Company for the financial year ended 31st March, 2015. The dividend will absorb a sum of f 29, 32 lakhs The Corporate dividend tax levied will be f 18.23 lakhs.

5. TRANSFERTO RESERVES

Your Company propose to transfer f 0.50 lakhs to General Reserve account of the company for the year.

6. BOARD MEETINGS

Eight Board Meetings were held during the year on 30th May 2014, 5th June, 2014, 4th July 2014, 14th August 2014, 8th November 2014, 13th December 2015, 31st December 2015 and 14th February 2015 . The attendance of Directors for above mentioned meetings is disclosed Corporate Governance Report.

7. DIRECTORS AND KEY MANAGERIAL PERSONS

Retirement By Rotation

Pursuant to provisions of the Companies Act, 2013, Mr. Mayank Agarwal( DIN: 02749089), Whole Time Director will retire at the ensuing Annual General Meeting and being eligible, offers him-self for re-appointment The Board recommends his re appointment.

Appointment

The Boards of Directors has appointed Mr. Mamsh Kumar as additional director of the company at their meeting held on 14th Feb, 2015.

Re-appointment

During the year under review, the members in the 7th Annual General Meeting held on 9th August 2014 approved the appointment of Mr. Pundlik Sampatrao Thakre (DIN: 02066290) and Mr. Amit Goela (DIN: 01754804), Non- Executive Director as Independent Directors as per the provisions of section 149 sub-section (10) who are not liable to retire by rotation with effect from 9th August 2014 to 8th August, 2019.

The members have also re-appointed Mr. Virender Kumar Agarwal as the Managing Director and Ms. Seema Ram Agarwal as Joint Managing Director with effect from 1st March, 2014 for a period of 3 (Three) years i.e., till 8th August,2017.

Resignation

During the year under review Mr. Pujit Agarwal has been resigned from his directorship of theCompanyfrom4thJuly2014.

8. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from all the Independent Directors of the Company as per the provisions of Section 149 sub- section (7) of the Compares Act, 2013, confirming that they meet the criteria of independence as prescribed both under Section 149 sub-section (6) of the Companies Act, 2013 read with the Rule 4 of Compares (Appointment and Qualification of Directors) Rule, 2014 and Clause 49 of the Listing Agreement with the Stock Exchanges.

9. RELATED PARTY TRANSACTIONS

During the year under review, the Company has not entered into any related party transactions pursuant to section 188 of the Company's Act, 2013. Further there are no materially significant related party transactions made by the Company during the Financial Year 2014-15 which may have the potential conflict with the merest of the company at large.

Accordingly, there are no transactions that are required to be reported in Form AOC-2 and as such doesn't form part of the Report The Company has adopted a Related Party Transactions policy and the policy as approved by the board is uploaded on the Company's websitewww.suryaamba.com

10. CHANGES IN SHARE CAPITAL

During the year under review, your company has made an issue & allotment of 4,49,944 Equity shares of face value of f 10/- echidnas fully paid up pursuant to the conversion of warrants allotted on 6th March, 2013 at a premium of f 15.15/- each to the promoters of the Company. Consequently the paid up equity share capital of the Company has increased from f 10,21,20,000 to f 10,66,19,000.

11. COMPOSITION OF COMMITTEES

Audit Committee

The audit committee comprises Mr. Pundlik Sampatrao Thakare (Chairman), Mr. Amit Goela, Ms. Seema Ram Agarwal as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Stakeholder Relationship Committee

The Stakeholders relationship committee comprises Mr. Pndalik Sampatrao Thakare (Chairman), Mr. Amit Goela and Ms. Seema Rani Agarwal as other members.

Nomination & remuneration Committee

The Stakeholders relationship committee comprises Mr. Pndalik Sampatrao Thakare (Chairman), Mr. Amit Goela and Mr. Mamsh Kumar as other members.

Corporate Social Responsibility (CSR) Committee

The company has not crossed the threshold limit as prescribed under section 135 of the Companies Act, 2013, hence has not been constituted the Corporate Social Responsibility Committee for the year.

Policy laid down by the Nomination and Remuneration Committee for remuneration of Directors, Key Managerial Persons (KMP) and other Employees and the criteria formulated by the Committee for determining Qualifications, positive attributes, independence of a Director is at ached to the report as Annexure VII.

12. VIGIL MECHANISM

In compliance with requirements under Section 177 of the Companies Act, 2013, your Company being a Listed Company has established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure whistle blowing/ vigil mechansim.

The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or vocation of the Codes of Conduct or policy.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The mechanism provides for adequate safe-guards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sectionl34 (5) of the Companies Act,2013,the Directors confirm that:

a. in the preparation of the annual accounts for the year ended 31st March, 2015 the applicable accounting standards had been followed along with proper explanation relating to material departures;

b the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March, 2015 and of the loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities ;

d. the directors had prepared the annual accounts for the period ended 31st March, 2015 on a going concern basis.

e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has no subsidiaries, joint ventures and associate companies during the year.

15. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return m MGT 9 as a part of this Annual Report is in ANNEXUREI.

16. AUDITORS

Statutory Auditor

M/s S. Venkatadn & Co., Chartered Accountants, Hyderabad Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their reappointment, if made, would be within the prescribed limits under Section 139 of the Companies Act and that they are not Disqualified for re-apartment.

Auditor's Report

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adversary mark.

Cost Auditor

The Board of Directors have appointed M/s. G. R Paliwal & Co., Cost Auditors, Nagpur for conducting the cost audit of the Company for the financial year 2015-16, in compliance to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit Rules) 2014 , on the recommendations made by the Audit Committee, and has recommended his Remuneration for the ratification of Members at the ensuing annual general meeting. Further please note that pursuant to the Companies (Cost Records & Audit) Rules, 2014, the appointment of Cost Auditor for the Financial Year 2014-15 was not applicable to the Company.

Secretarial Auditor

The Board has appointed Ms. Megha Bhaiya Mohunta, Practicing Company Secretary, to conduct Secretarial Audit of the Company for the financial year ended 31st March, 2015 in compliance with the provisions of Section 204 oftheCompamesAct,2013.

The report of the Secret anal Audit Report in Form MR-3 is enclosed as Annexure III to this Report.

Replies to the observations made in the Secretarial Audit Report

The Board of Director of the Company appointed Ms Megha Bhaiya, Practicing Company Secretary to conduct the Secretarial Audit Report for the financial year ended March 31, 2015 is provided in the Annual Report.

The Secretarial Audit Report confirms that the company has complied with the applicable provision of the Companies Act 2013, The Securities Contracts ( Regulation )Act 1956, Depositories Act 1996, The Foreign Exchange ManagementActl999,to the extent applicable to overseas Direct Investment (ODI) Foreign Direct Investment & External Commercial Borrowing all the regulations and guidelines of SEBI (SAST) Regulation 2011, The SEBI ( Prohibition of Insider Trading) Regulation 1992, The SEBI (Issue of Capital and Disclosure requirement regulation 2009, listing agreement with the stock Exchange & the Memorandum and Articles of the Company.

The following explanation of the secretarial Audit report is asunder:

As regard to para VI of the Secretarial Audit Report the company has adequate system in place in the company for the Compliance of other laws, however the Company is in the process of filing various forms as pointed out in the Secretarial Audit Report. As regards non- compliances mentioned m point nos. (n) 1, (n) 5 and (ii) 7, the company is in the process of compliance in current period and will take due care that these non-compliances will not arise in future.

As regard to Para (n) 2, (n) 3, (n) 4 & (n) 6, the company has already complied before completion of this Secret anal Audit As regard to Para (if) 8, the company is has already took necessary steps to resolve investor's complaints but due to final approval by investors of action taken Company, the complaints are still pending. The Company is taking necessary steps to redress the governance of investors.

Board is taking necessary steps to comply with all the applicable laws, rules and regulations and will incorporate adequate systems and processes in the company to ensure completion of compliance in future.

The secretarial audit Report for the Financial Year ended 31st March 2015 is annexed to The Board Report

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Rule 8 of the Compares(Accounts) Rules, 2014 is annexed and marked ANNEXURE IV and forms part of this Report.

18. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has effective 'internal financial controls' that ensure an orderly and efficient conduct of its business, including adherence to company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

19. THE DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S

OPERATIONS IN FUTURE

Nosing cantor material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future during the year under review.

20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AF FECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments in the business operations of the Company from the Financial Year ended 31st March, 2015 to the date of signing of the Director's Report

21. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Company has not governance loan or guarantee to any person or body corporate nor invested in anybody corporate during the Financial Year pursuant to Section 186 of Companies Act, 2013

22. RISKMANAGEMENT

The Company has policy for identifying risk and established controls to effectively manage the risk. Further the company has laid down various steps to mitigate the identified risk.

23. CORPORATE SOCIAL RESPONSIBILITY:

As an evolved and concerned corporate citizen, your company believes that corporate social responsibility (CSR) initiatives are a way to pay back societal debts and obligations. We do not see CSR as charity; nor even as a responsibility; but as an opportunity to change and help the society. Our CSR activities are conceived to bridge gaps in society and help transform communities around our workplace.

At Suryaamba, CSR activities are undertaken in various manners such as providing donations for social and cultural activities, conducting eye check-up camp, providing cold drinking water during summer season for travelers near to the factory premises

24. FORMAL ANNUAL EVALUATION

Company has devised a Policy selection of directors, determining independence of directors and for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non- executive directors and executive directors.

25. DECLARATION WITH THE COMPLIANCE WITH THE CODE OF CONDUCT BY MEMBERS OF THE BOARD AND SENIOR MANAGEMENT PERSONNEL

The Company has complied with the requirements about code of conduct for Board members and Sr. Management Personnel. The said policy is available on the website of the Company.

26. MECHANISM FOR BOARD EVALUATION

Clause 49 of the Listing Agreement states that the board shall monitor and review the board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Directors evaluation was broadly based on the parameters such as understanding of the Company's vision and objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc. The Board has earned out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A structured questionnaire was prepared convening various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance. A meeting of the Independent Directors was also held which reviewed the performance of Non- Independent Directors, Chairman and the quality, quantity and time lines of flow of information between the Company management and Board.

27. DISCLOSURE ABOUT COST AUDIT

The Board of Directors have appointed M/s. G. R. Paliwal & Co., Cost Auditors, Nagpur for conducting the cost audit of the Company for the financial year 2015-16, in compliance to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit Rules) 2014 , on the recommendations made by the Audit Committee, and has recommended his remuneration for the ratification of Members at the ensuing annual general meeting. Further please note that pursuant to the Companies (Cost Records & Audit) Rules, 2014, the appointment of Cost Auditor for the Financial Year 2014-15 was not applicable to the Company.

28. PARTICULARS OF EMPLOYEES

The details pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 enclosed as Annexure - II Further during the year under review, none of the employees are receiving remuneration as set out in Rule 5 (2) of the are In terms of the provisions of Rule (5) (2) of the Companies (Appointment And Remuneration Of Manageably Personnel)Rules,2014

29. CORPORATE GOVERNANCE

A detailed Report on Corporate Governance in Annexure V, Management Discussion and Analysis Report and the Certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report

30. DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is an equal opportunity employer and believes m providing opportunity and key positions to women professionals. It has been the endeavor of the Company to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions for them and create and maintain a healthy and conducive work environment, free of discrimination. This includes discrimination on any basis, including gender and any form of sexual harassment. We feels proud to intimate that there were no complaints reported under the provisions Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act,2013.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as To dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report

4. Neither the Managing Director nor the Whole- time Directors of the Company receive any remuneration or commission from any of its subsidiaries as the company has no subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations m future.

31. SECRETARIAL STANDARDS

Your company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGMENT

The Board of Directors pleased to place on record their appreciation of the co-operation and support extended by State Bank of India, Axis Bank Ltd., various State and Central Government agencies, Stock Exchange and other Agencies. The Board would like to thank the Company's shareholders, Customers, Suppliers for the support and the confidence, which they have reposed in its management. The Board also wishes to place on record its appreciation of the valuable services rendered by all the employees of the company.

For and on behalf of the Board of Directors

For Suryaamba SpinningMills Ltd

Virender Kumar Agarwal

(Managing Director)

(DIN: 00013314)

Seema Rani Agarwal

Jt. Managing Director)

(DIN: 0143026)

Place :Nagpur

Date:28-August-2015

Mar 31, 2014

Dear shareholders,

2013 was a tough year for the global economy and India in particular. Low customer sentiments coupled with rising interest rates to curb liquidity created severe cash crunch in the industrial sector. Additionally, the growing volatility in the rupee for the year created a very uncertain atmosphere in the economy. Despite the huge fluctuation in raw material prices and availability, your firm is pleased to announce an increase in the turnover by 17.8%. Your firm has taken several cost rationalization initiatives to strengthen the bottom-line in the next financial year.

Â® Implementation of ERP - After 2 years of rigorous grubwork, we are pleased to announce success in the process of implementation of the system throughout the entire process of the company. This initiative is expected toexponentialiy increase transparency and accountability in the system and should increasingly benefit the firm in the years to come.

Â® Expanding value added basket - During the year, we have increasingly increased our focus on creating a wider portfolio of products. We have successfully added eco-friendly, anti-bacterial, flame retardants, micro deniers, optical white, reverse twist and eli twist yarns to our range of existing products. We wish to leverage this portfolio of products to strategically enhance profitability in the future.

Â® Growing market presence - We have been increasingly concentrating on increasing market share across both domestic and international markets. We have been able to accomplish this by understanding the demographics of every marketand creating a competitive marketing strategy through product differentiation and cost competitiveness. As a result, we have been successfully been able to increase brand awareness and market share in the targeted markets.

Â® Customer centricity - We have started taking a more customer centric approach to marketing. Sales team are increasingly working directly with both domestic and export customers to understand their new product development needs and collaborate with them to develop new yarns in-house. This has helped us form excellent associations with our customers and our customer retention rates continue to stay abnormally high. Continuous interaction between the marketing and production team has helped us to strategically align our operational strategy to our marketing strategy, thereby creating synergies in cost realisation..

Â® Continuous Improvement Plan - We have exponentially increased class room training hours for both workers and supervisors to create awareness about the principle of Kaizen. This bottom-up approach to improvement has already started reaping fruits in terms of floor-level cost savings and has assisted us creating a very positive environment at work.

Your Directors have pleasure in presenting their 7th Annual Report on the Business and operations together with Audited Annual accounts of your Company for the financial year ended 31st March, 2014.

Financial Results (Rs.in Lakhs)

S.No. Particulars 2013-14 2012-13

1. Sales and other Income 15836.68 13518.98

2. Profit Before interest and Depreciation 1069.58 1050.80

3. Interest and Finance Charges 459.27 473.84

4. Depreciation 276.46 285.36

5. Profit after Interest and Depreciation 333.85 291.60

Provision for Taxation: -

6. (a) Current Tax 72.79 63.48

7. (b) Deferred Tax 182.94 20.84

8. (c) MAT Credit Entitlement (136.27) -

9. Balance of Profit (orLoss) 214.39 207.28

Appropriations

10. Transfer to General Reserve 0.50 0.50

11. Dividend on Equity Share 24.82 23.52

12. Dividend on Preference Share 61.84 93.24

13. Dividend Tax 14.73 19.84

14. Surplus carried over to Balance Sheet 180.10 67.62

Operations:

During the year, your company has achieved a Total turnover of Rs. 15836.68 Lakhs as compared to Rs.13,446.02 Lakhs registering a growth of 17.78% over the previous year. The company''s revenue from operations grew by 16.31% where as it''s other income experienced an exuberant growth of 170.53%. The company has earned a Profit before tax of Rs. 333.85 Lakhs for 2013-2014(as compared to 291.60 Lakhs) registering a percentage increase of 14% over the previous year . Due to a dramatic increase in the deferred tax liability (a non cash expense), the firm booked a net profit of Rs.214.39 Lakhs for 2013-2014(as compared to Rs. 207.28) registering an adequate growth of 3.43 % over the previous year. The excess volatility in the Indian rupee played a key role as it increased the volatility of our COGS, your company was able to use this excess volatility to it''s advantage

Exports

The export turnover of your company during the year wasRs. 1864.56 Lakhs as compared to Rs.1066.96 Lakhs registering a 74.8 % increase over the previous year. Your company has been exporting yarn to various countries like Brazil, USA, Singapore, Argentina, Portugal and continue to explore new markets to improve performance. Your company looks to carry on the trend of increasing export in the coming years. Your company wishes to channelize the trend of increasing exports by increasing the contribution of direct exports to the overall export figure.

Future Outlook

The per capita polyester consumption is found to be 2.6kg compared to the world average of 6.8kg. Polyester consumption also witnessed a marginal increase of 2% in the overall domestic fiber consumption stats, and was seen eating into the share of other man-made fibres. Being dubbed as the poor man''s cloth, this trend is expected to continue with the growing population and will exponentially increase with the increase in the GDP growth. The new majoritarian-government will play an incrementally crucial role in bringing back consumer confidence in the economy. We expect this increase in consumer confidence to bring about an upsurge in domestic demand. Though, it might lead to an appreciated rupee which would hurt us in the short- term, we do expect that a stable - growth oriented government, with a stable currency are going to have a positive impact on the industry as a whole. We expect the new government bringing about favorable reforms for the textile sectors. We aim to capitalize on these future reforms by having a strong liquidity position, so we can capitalize on each and every opportunity the market generates by drastically expanding and diversifying our product base as to cater a larger audience. We aim to use retained earnings, preferred stock and debt as our main source of funding for our future growth plans. Last but not the least, your company believes that the competition in the emerging markets will be met by improving our systematic efficiency, which will lead to a better cost rationalization, higher productivity, quality assurance and product differenation.

Expansion Plan

The company aims to increase spindeleage capacity by 10,512 spindles with a capital expenditure of 30cr and plans to complete the expansion within 6 months. This facility is expected to be fully operational fromjanuary''15. It plans to fund this capex by using an ecclectic mix of promoter''s equity, retained earnings and debt to ensure substainable growth for the company in the future. This expansion will bring tremendous economies of scale and substantially increase the bottom-line of the company.

Deposits

There were no overdue deposits as on 31st March 2014.

Dividend

Your Directors have recommended payment of dividend on 8% cumulative Redeemable preference shares as per the terms and conditions of the issue. The dividend will absorb a sum of f 61, 84,000. Your Directors are pleased to recommend a dividend of 10% on the Equity Share Capital of the Company for the financial year ended 31st March, 2014. The dividend will absorb a sum of Rs. 29,31,944.

The Corporate dividend tax levied will be Rs. 15,49,225.

Transfer to Reserves

Your Company propose to transfer Rs. 0.50 Lakhs to General Reserve account of the company for the year.

Directors

During the year, Board has re-appointed Sri Virender Kumar Agarwal, as Managing Director of the company for a further period of 3 years with effect from 1st March, 2014. Board of Directors recommends his re-appointment.

In the ensuing Annual General Meeting, the Board recommends the re-appointment of Smt. Seema Rani Agarwal as Joint Managing Director of the Company, for a further period of three years w.e.f from 1st October, 2014.

Further the Board of Directors proposes to appoint all the existing Independent Director i.e Sri Amit Goela and Sri Pundlik Sampatrao Thakare under Section 149 of the Companies Act, 2013 so that they can act as Independent Directors of the Company for two terms of 5 years each from the ensuing Annual General Meeting.

Directors Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, the Board of Directors of your Company confirms that:

1. In the preparation of annual accounts for the year ended 31st March 2014, the applicable accounting standards have been followed and there has been no material departure.

2. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31st March, 2014 and of the profit for the year under review;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4. The Directors have prepared the accounts for the financial year ended on 31st March, 2014 on a going concern basis.

Corporate Social Responsibility:

As an evolved and concerned corporate citizen, Suryaamba believes that corporate social responsibility (CSR) initiatives are a way to pay back societal debts and obligations. We do not see CSR as charity; nor even as a responsibility; but as an opportunity to change and help the society. Our CSR activities are conceived to bridge gaps in society and help transform communities around our workplace.

At Suryaamba, CSR activities are undertaken in various manners such as providing donations for social and cultural activities, conducting eye check- up camp, providing cold drinking water during summer season for travellers near to the factory premises.

Auditors

M/s S. Venkatadri & Co., Chartered Accountants, Hyderabad have expressed their willingness to continue in office until conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors.

Resolution seeking your approval on this item is included in the Notice of the ensuing Annual General Meeting.

Auditors Qualification

No Qualification was made by the Auditor in their report on the accounts for the period ended 31st March 2014.

Cost Auditor

The Cost Audit report for the financial year 2013- 14, shall be submitted to the Central Government within the stipulated time. Further, your company is not required to appoint Cost Auditors for the financial year 2014-2015 as prescribed under the Companies Act, 2013 and rule made there under.

Corporate Governance

Management Discussion Analysis Report and Corporate Governance report as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are attached to this Report and forms part of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

The details as required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are given in the Annexure -1 and form part of the report.

Employees

No employee was in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 and hence the prescribed information not required to be given.

Acknowledgement

The Board of Directors pleased to place on record their appreciation of the co-operation and support extended by State Bank of India, Axis Bank Ltd., various State and Central Government agencies, Stock Exchange and other Agencies. The Board would like to thank the Company''s shareholders, Customers, Suppliers for the support and the confidence, which they have reposed in its management. The Board also wishes to place on record its appreciation of the valuable services rendered by all the employees of the company.

For and on behalf of the Board of Directors For Suryaamba Spinning Mills Ltd.

Virender Kumar Agarwal (Managing Director) (DIN : 00013314)

Seema Rani Agarwal (Jt. Managing Director) (DIN : 01430206)

Place : Nagpur Date : 04.07.2014

Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting their 6th Annual Report on the Business and operations together with Audited Annual accounts of your Company for the Financial year ended 31 st March, 2013.

Financial Results (Rs. In Lakhs)

S.No. Particulars 2012-13 2011-12

1. Sales and other Income 13518.98 10223.50

2. Profit Before interest and Depreciation 1050.80 (44.45)

3. Interest and Finance Charges 473.84 550.24

4 Depreciation 285.36 296.14

5. Profit after Interest and Depreciation 291.60 (890.83)

Provision for Taxation: -

6. (a) Current Tax 63.48 -

7. (b) Deferred Tax 20.84 (285.13)

8. Balance of Profit (orLoss) 207.28 (605.70)

Appropriations:-

9. Transfer to General Reserve 0.50 -

10. Dividend on Equity Share 23.52 -

11. Dividend on Preference Share 93.24 -

12. DividendTax 19.84 -

13. Preference Share Redemption Reserve - -

14. Surplus carried over to Balance Sheet 67.62 (2.56)

Operations:

During the year, your company has achieved a Total turnover of Rs. 13518.98 Lakhs (Rs.10,223.50 Lakhs in the previous year) registering an increase of 32.23% over the previous year. The Company has recorded a Profit of Rs. 291.60 Lakhs as against the loss of Rs. 890.93 Lakhs for 2011-12. During the year textile industry has recovered from the last years'' recession and performed well on an average.

Exports

The export turnover (through merchant export) of your Company during the year was Rs. 1066.69 Lakhs (Rs.447.60 Lakhs in the previous year) registering an increase of 138.31% over the previous year. Your Company has been exporting yarn to various countries like Brazil, USA, Singapore, Argentina, Portugal and continue to explore new markets to improve performance. This trend of increase in exports expecting to continue in the coming years.

Future Outlook

The economy is in the stage of prosperity and the Company expects good demand for its products in domestic as well as international markets. Major markets for Indian Textile and Clothing (T & C) export are the USA and EU and they have recovered from the recession of the past years. The domestic market is also on the path of healthy growth because of the fact that few manufacturing facilities operating abroad are slowing down due to recession. The home-textiles and garment segments are reflecting sound growth both in the domestic and international markets due to good demand of apparels. There is a substantial scope for further growth in these segments. Your Company believes that the competition in the emerging markets will be met by developing production systems based on cost efficiency, high productivity, quality assurance, etc.

Expansion Plan

Out of 15,552 spindles Expansion plan the Company has started commercial production with 5,040 spindles and is hoping to complete entire Expansion Project by this year end at an estimated cost of Rs. 35 Crores. This will bring about further economy in production cost as well as substantial tax savings in future.

Deposits

There were no overdue deposits as on 31 st March 2013

Dividend

Your Directors have recommended payment of dividend on 8% cumulative Redeemable preference shares as per the terms and conditions of the issue. The dividend will absorb a sum of Rs. 93,23,792/- ( Which includes dividend of Rs. 31,39,792/- for the previous year) Your Directors are pleased to recommend a dividend of 10% on die Equity Share Capital of the Company for the Financial year ended 31st March, 2013. The dividend will absorb a sum of Rs. 23,52 000/-.

The Corporate dividend tax levied will be Rs. 19,84,301/-.

Transfer to Reserves

Your Company propose to transfer Rs. 0.50/- Lakhs to General Reserve account of the company for the year.

Directors

Sri. Amit Goela, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Board of Directors recommends his re-appointment. Sri. Pujit Agarwal, was co-opted as an Additional Director on the Board wifh effect from 5di July, 2013. It is proposed to regularize his appointment in the ensuing Annual General Meeting. During the year, Board has re-appointed Sri. Mayank Agarwal, as Whole-Time Director of the company for a further period of 3 years with effect from 1 st August,2012.

Board of Directors recommends his re- appointment in the ensuing Annual General Meeting.

Directors Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, the Board of Directors of your Company confirms diat:

1. In the preparation of annual accounts for the year ended 31st March 2013, the applicable accounting standards have been followed and there has been no material departure.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31st March, 2013 and of the profit for die year under review;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding die assets.;of the company and for preventing and detecting fraud and other irregularities; and

4. The Directors have prepared the accounts for the financial year ended on 31st March, 2013 on a going concern basis.

Corporate Social Responsibility:

As an evolved and concerned corporate citizen, Suryaamba believes that corporate social responsibility (CSR) initiatives are a way to pay back societal debts and obligations. We do not see CSR as charity; nor even as a responsibility; but as an opportunity to change and help the society. Our CSR activities are conceived to bridge gaps in society and help transform communities around our workplace.

At Suryaamba, CSR activities are undertaken in various manners such as providing donations for social and cultural activities, conducting eye check-up camp, providing cold drinking water during summer season for travellers near to the factory premises.

Auditors

M/s S. Venkatadri & Co., Chartered Accountants, Hyderabad have expressed their willingness to continue in office until conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors.

Resolution seeking your approval on this item is included in the Notice of the ensuing Annual General Meeting.

Auditors Qualification

No Qualification was made by the Auditor in their report on the accounts for the period ended 31st March 2013!

Cost Auditor

In pursuance of Section 233-B of the Companies Act, 1956, your Directors have Re-appointed M/s. GR. Paliwal & Co., Nagpur, as the Cost Auditor for the financial year 2013-14, subject to the approval oE Central Government. The Cost Audit report for the financial year 2012- 13, shall be submitted to the Central Government within the stipulated time.

Corporate Governance

Management Discussion Analysis Report and Corporate Governance report as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are attached to this Report and forms part of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

The details as required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are given in the Annexure -1 and form part of the report.

Employees

No employee was in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 and hence the prescribed information not required to be given.

Acknowledgment

The Board of Directors'' pleased to place on record their appreciation of the co-operation and support extended by State Bank of India, Axis Bank Ltd., various State and Central Government agencies, Stock Exchange and other Agencies. The Board would like to thank the Company''s shareholders, Customers, Suppliers for the support and the confidence, which they have reposed in its management. The Board also wishes to place oh record its appreciation of the valuable services rendered by all the employees of the company.

For and on behalf of the Board of Directors

For Suryaamba Spinning Mills Ltd.

Virender Kumar Agarwal

(Managing Director)

Seema Rani Agarwal

(Jt. Managing Director)

Place: Nagpur

Date: 06.08.2013

Mar 31, 2012

The Directors are presenting their 5th Annual Report on the business and operations together with Audited Annual accounts of your Company for the Financial year ended 31st March 2012.

Financial Results (Rs. In Lakhs)

SI. No. Particulars 2011-12 2010-11

1 Sales and other Income 10223.50 12037.49

2 Profit Before interest and Depreciation (44.45) 1142.82

3 Interest and Finance Charges 550.24 261.95

4 Depreciation 296.14 203.08

5 Profit after Interest and Depreciation (890.83) 677.79

Provision for Taxation:

6 (a) Current Tax - 187.00

7 (b) Deferred Tax (285.13) 30.91

8 Balance of Profit (or Loss) (605.70) 459.88

Appropriations

9 Transfer to General Reserve - 0.50

10 Dividend on Equity Share - 22.28

11 Dividend on Preference Share - 1.51

12 Dividend Tax - 3.95

13 Preference Share Redemption Reserve - 3.76

14 Surplus carried over to Balance Sheet (2.56) 603.14

Operations:

During the year, your company has achieved a Total turnover of Rs. 10,223.50 Lakhs (Rs. 12,037.49 Lakhs in the previous year) registering a decline of 15.06% over the previous year. The Company has recorded a Loss of Rs. 890.83 Lakhs as against the profit of Rs. 677.79 Lakhs in the previous year. During the year textile industry suffered a major setback due to fall in price margins and increase in the cost of raw material and hence the Company could not performed well.

Exports

The export turnover (through merchant export) of your Company during the year was Rs. 447.60 Lakhs. Your Company has been exporting yarn to various countries like Brazil, USA, Argentina, Portugal and continue to explore new markets to improve performance. This trend of increase in exports expected to continue in the coming years.

Future Outlook

The fall in price margins coupled with increase in interest cost and depreciation has resulted in loss to Company. It is largely because of the recessionary trend in the Europe and textile companies were under pricing pressure throughout the year. It is expected that the government will take adequate steps to provide relief to the textile industry.

Extension of moratorium period for new loans , conversion of eroded working capital in to short term loan etc are under active consideration of the government and a relief package is likely to be declared by the government very soon. The home textiles and garment segments are reflecting some improvements and as such there is substantial scope for further growth in these segments. Your company believes that demand in emerging markets will be met by developing production system based on cost efficiency, high productivity, quality assurance and developing export market.

Expansion Plan

The Company has started implementation of expansion plan by addition of 12,096 Spindles at an estimated cost of Rs. 35 Crores to bring about further economy in production cost as well as substantial tax savings in future. After starting commercial production with 3024 spindles in 2010-11, balance expansion was deferred due to poor market off take in 2011- 12. However, looking at the current promising scenario, Company is hoping to complete installation of 12096 spindles by the end of September this year.

Deposits

There were no overdue deposits as on 31st March 2012.

Dividend:

The Company's Financial performance is affected badly due to the prevailing market conditions and resulted in losses. Therefore keeping in view the current year's losses and the trends in the market it is thought to be prudent to skip the dividend on equity shares. Dividend on cumulative redeemable preference shares has also not been provided for the year. However as per the terms and conditions, Rs. 31.40 lakhs towards payment of same has been shown in contingent liabilities and shall be paid in future out of profits.

Capital Expenditure

During the year under review, your company has incurred Rs. 310.75 Lakhs (Previous Year Rs.2582.83 Lakhs) towards capital expenditure (including capital work-in-progress).

Directors

Sri. Pundlik Sampatrao Thakare retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Board of Directors recommends his re-appointment.

Sri Amit Goela was co-opted as an Additional Director on the Board with effect from 18th July, 2011. It is proposed to regularize his appointment in the ensuing Annual General Meeting.

Directors Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, the Board of Directors of your Company confirms that:

1. In the preparation of annual accounts for the year ended 31st March 2012, the applicable accounting standards have been followed and there has been no material departure.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31st March, 2012 and of the loss for the year under review;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4. The Directors have prepared the accounts for the financial year ended on 31st March 2012 on a going concern basis.

Corporate Social Responsibility:

As an evolved and concerned corporate citizen, Suryaamba believes that corporate social responsibility (CSR) initiatives are a way to pay back societal debts and obligations. We do not see CSR as charity; nor even as a responsibility; but as an opportunity to change and help the society. Our CSR activities are conceived to bridge gaps in society and help transform communities around our workplace.

At Suryaamba, CSR activities are undertaken in various manners such as providing donations for social and cultural activities, conducting eye check-up camp, providing cold drinking water during summer season for travelers near to the factory and Corporate Office premises.

Auditors

M/s S. Venkatadri & Co., Chartered Accountants, Hyderabad have expressed their willingness to continue in office until conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors.

Resolution seeking your approval on this item is included in the Notice of the ensuing Annual General Meeting.

Auditors Qualification:

No Qualification was made by the Auditor in their report on the accounts for the period ended 31st March 2012.

Cost Auditor

In pursuance of Section 233-B of the Companies Act, 1956, your Directors have Re- appointed M/s. G.R. Paliwal & Co., Nagpur, as the Cost Auditor for the financial year 2012-13, subject to the approval of Central Government.

Corporate Governance:

Management Discussion Analysis Report and

Corporate Governance report as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are attached to this Report and forms part of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

The details as required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are given in the Annexure -1 and form part of the report.

Employees

No employee was in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 and hence the prescribed information not required to be given.

Acknowledgment

The Board of Directors pleased to place on record their appreciation of the cooperation and support extended by State Bank of India, Axis Bank Ltd., various State and Central Government agencies, Stock Exchange and other Agencies. The Board would like to thank the Company's shareholders, Customers, Suppliers for the support and the confidence, which they have reposed in its management. The Board also wishes to place on record its appreciation of the valuable services rendered by all the employees of the company.

For and on behalf of the Board of Directors

For Suryaamba Spinning Mills Ltd

Virender Kumar AgarwaL

Managing Director

Seema Rani AgarwaL

Jt. Managing Director

Place: Nagpur

Date: 06-07-2012

Mar 31, 2010

The Directors have pleasure in presenting their 3rd Annual Report on the business and operations together with Audited Annual accounts of your Company for the Financial year ended 31st March 2010.

FINANCIAL RESULTS

(Rs.In Lakhs)

Sl. No. Particulars 2009-10 2008-09

1 Sales and other Income 8557.62 8649.62

2 Profit Before interest and Depreciation 486.77 454.85

3 Interest and Finance Charges 208.31 182.69

4 Depreciation 182.51 180.31

5 Profit after Interest and Depreciation 95.95 91.84

Provision for Taxation:

6 (a) Current Tax 58.00 56.50

7 (b) Deferred Tax 10.55 23.15

8 Balance of Profit (or Loss) 27.41 12.20

Appropriations

9 Transfer to General Reserve 0.50 0.25

10 Dividend on Equity Share 16.71 22.28

11 Dividend on Preference Share 1.76 2.40

12 Dividend Tax 3.06 4.19

13 Preference Share Redemption Reserve 10.00 15.00

14 Surplus carried over to Balance Sheet 175.26 179.88

Operations:

During the year, your company has achieved a Total turnover of Rs. 8557.62 Lakhs (previous year is Rs.8649.62 Lakhs). The Company has earned a Profit Before Tax of Rs. 95.95 Lakhs as against Rs. 91.84 Lakhs for the previous year. During the year textile industry was recovered from the last year recession and comparatively performed well.

Exports

The export turnover (through merchant export) of your Company during the year was Nil as against Rs. 395.12 Lakhs for the previous year. During the year, the Company did not export its finished product, as the Company was able to do good sales realization in the domestic market itself.

Future Outlook

The economy is on the path of recovery and the Company expects good demand for its products in domestic as well as international markets. the USA and EU and they are showing sign of recovery. The domestic market is also on the path of healthy growth because of the fact that few manufacturing facilities operating abroad are slowing down due to recession. The home-textiles and garment segments are reflecting sound growth both in the domestic and international markets due to good demand of apparels. There is a substantial scope for further growth in these segments. Your Company believes that the competition in the emerging markets will be met by developing production systems based on cost efficiency, high productivity, quality assurance, etc.

Expansion Plan

The Company is implementing expansion plan by addition of 12,096 Spindles adjacent to the existing plant premises at an estimated cost of Rs. 34 Crores. This will bring about further economy in production cost as well as substantial tax savings in future.

The Company has already applied for financial assistance to the lending institutions and the same is in the process of getting necessary sanctions and clearances from the respective authorities.

Deposits

There were no overdue deposits as on 31st March 2010.

Dividend:

Your Directors have recommended payment of dividend on Cumulative Redeemable Preference Shares as per the terms and conditions of the issue. The dividend will absorb a sum of Rs.1,75,956/-. The Corporate dividend tax will be Rs.29,224/-.

Your Directors are also pleased to recommend a dividend of 7.50 % on the Equity Share capital of the Company for the Financial Year ended 31st March 2010. The dividend will absorb a sum of Rs. 16,71,000/-. The Corporate dividend tax will be Rs.2,77,532/-.

Transfer to Reserves:

Your Company proposes to transfer Rs.0.50 akhs (Previous Year Rs.0.25 Lakhs) to General Reserve Account and Rs. 10.00 Lakhs (Previous Year Rs.15.00 Lakhs) to Preference Share Redemption Reserve Account of the Company for the year.

Capital Expenditure

During the year under review, your company has incurred Rs. 260.17 Lakhs (Previous Year Rs.86.97 Lakhs) towards capital expenditure (including capital work - in- progress).

Directors

The Directors Sri Sanjiv A. Agrawal and Sri Ravinder Kumar Agarwal retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. Board of Directors recommends their reappointment.

Directors Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, with respect to the Dkectors Responsibility Statement, the Board of Directors of your Company confirms that:

i) in the preparation of annual accounts for the year ended 31st March 2010, the applicable accounting standards have been followed and there has been no m a t e r i a 1 departure.

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31st March, 2010 and of the profit for the year under review.

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

Corporate Social Responsibility:

As an evolved and concerned corporate citizen, Suryaamba believes that corporate social responsibility (CSR) initiatives are a way to pay back societal debts and obligations. We do not see CSR as charity; nor even as a responsibility; but as an opportunity to change and help the society. Our CSR activities are conceived to bridge gaps in society and help transform communities around our workplace.

At Suryaamba, CSR activities are undertaken in various manners such as providing donations for social and cultural activities, conducting eye check- up camp, providing cold drinking water during summer season for travelers near to the factory premises.

Auditors

The Board, on the recommendation of the Audit Committee, has proposed that M/s Brahmayya & Co. Chartered Accountants, Hyderabad be appointed as Statutory Auditors of the Company to hold office from the conclusion of the ensuing 3rd Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. M/s Brahmayya & Co. Chartered Accountants, Hyderabad has forwarded their certificate to the Company, stating that their appointment, if made, will be within the limit specified in that behalf in Sub - section .IB) of Section 224 of the Companies Act 1956

Resolution seeking your approval on this item is included in the Notice of the ensuing Annual General Meeting.

Auditors Qualification:

No Qualification was made by the Auditor in their report on the accounts for the period ended 31" March 2010.

Cost Auditor

In pursuance of Section 233-B of the Companies Act, 1956, your Directors have appointed M/s. G.R. Paliwal & Co., Nagpur, as the Cost Auditor for the financial year 2010-11, subject to the approval of Central Government.

Corporate Governance:

Corporate Governance Report, Management Discussion Analysis Report and Certificate from Auditors of your Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are attached to this Report and forms part of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:

The details as required under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are given in the Annexure -1 and form part of the report.

Compliance Certificate

The Compliance Certificate for the period 1st April, 2009 to 31-March, 2010, has been obtained from M/s. R & A Associates, Company Secretaries, Hyderabad, as per Section 383A of the Companies Act, 1956, and the same is attached herewith.

Employees

No employee was in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 and hence the prescribed information not required to be given.

Acknowledgment

The Board of Directors pleased to place on

record their appreciation of the cooperation and support extended by State Bank of India, Axis Bank Ltd., various State and Central Government agencies, Stock Exchange and other Agencies.

The Board would like to thank the Companys shareholders, Customers, Suppliers for the support and the confidence, which they have reposed in its management. The Board also wishes to place on record its appreciation of the valuable services rendered by all the employees of the company.

For and on behalf of the Board of Directors For Suryaamba spinning Mills Ltd.

Virender Kumar Agarwal Seema Rani Agarwal Managing Director Jt. Managing Director

Place : Nagpur Date : 02-08-2010

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