To
The Members
Suryalata Spinning Mills Limited
Your Board of Directors are pleased to present the 42nd
Annual Report of the Company together with the Standalone and Consolidated Audited
Financial Statements of Accounts for the financial year ended 31st March 2025.
FINANCIAL RESULTS:
The Company has prepared Standalone and consolidated financial
statements in accordance with the relevant applicable Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), under the provisions of the Companies Act, 2013 ("the Act")
and Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section
133 of the Companies Act, 2013.
The financial performance of the Company for the financial year ended
31st March 2025 is summarized below:
(Rs. in Lakhs)
Particulars |
Standalone
Results |
Consolidated
Results |
| 2024-25 |
2023-24 |
2024-25 |
2023-24 |
Total Income |
49,106 |
44,551 |
49,945 |
45,515 |
Profit before Interest
Depreciation and Tax after Exceptional/ Extraordinary Items |
3,561 |
3,714 |
4,269 |
4,563 |
Profit Before Tax after
exceptional / Extraordinary items |
1,312 |
1,714 |
1,890 |
2,434 |
Less: Provision for taxes
(Including Deferred Tax) |
330 |
521 |
353 |
569 |
Profit After Tax |
982 |
1,193 |
1,537 |
1,865 |
Add: Balance brought forward
from last year |
3,415 |
3,260 |
4,339 |
3,512 |
Amount available for
appropriation |
4,397 |
4,453 |
5,876 |
5,377 |
Appropriations: |
|
|
|
|
Transfer to |
|
|
|
|
(a) General Reserve |
1,000 |
1,000 |
1,000 |
1,000 |
(b) Dividend on Equity Shares |
25 |
38 |
25 |
38 |
Balance Carried forward to
Balance Sheet |
3,372 |
3,415 |
4,851 |
4,339 |
Highlights of the Company?s Affairs:
The Company performance has improved during the financial year under
review by increase in volumes and values despite resilience against on unsettled backdrop
of inflationary presence, Geopolitical fault lines fragmented trade ties and trade
friction. The major highlights of the Company?s performance for the financial year
2024-25 are as under:
? Total Revenue is Rs.491.06 crores as compared to Rs. 445.51 crores in
the previous year.
? Exports Increased by 92.52% to Rs. 31.42 Crores as compared to Rs
16.32 crores in the previous year. (FOB Value)
? Production quantities increased to 31,016 MTs as against 29,110 MTs
in the previous year.
? Annual Average yarn realization increased by Rs. 4.90 i.e., to
Rs.156.59 per kg. as against Rs.151.69 per kg in the previous year.
? Annual Average input (raw material) cost per Production increased by
Rs.3.27 i.e., to Rs. 103.42 per kg. as against Rs.100.15 in the previous year.
? Contributions from operations increased by Rs. 1.63 per kg. i.e., Rs.
53.17 as against Rs.51.54 per kg in the previous year.
? Operational cost Increased by Rs.2.68 per kg. (i.e) Rs. 48.37 as
against Rs. 45.69 per kg in the previous year as power incentive of Rs 2/- per Unit to the
Spinning mills not provided by the State Government.
? Profit before Tax for the year is Rs.13.12 Crores as compared to Rs.
17.14 Crores in the previous year.
? Profit after Tax is Rs. 9.82Crores as against Rs. 11.93 Crores in the
previous year.
Subsidiary Company:
The Company has one wholly owned subsidiary ‘Suntree Solar Energy
Private Limited? ("Suntree") Suntree is in the business of generation of
solar energy and the generated power units supplied to TGSPDCL as per terms of power
purchase agreement.
The statement containing highlights of performance of the Subsidiary
Company, salient features of its financial statements for the financial year ended on
March 31, 2025, and its contribution to the overall performance of the Company is attached
as Armexure-I.
The audited accounts of the Subsidiary Company are available and are
open for inspection by the registered shareholder of the Company at its Registered Office
of the Company. The Company will also make available copies of these documents to the
registered shareholder upon receipt of the request in writing from them.
Consolidated Financial Results:
The Audited Consolidated Financial Statements of your Company as on
March 31, 2025, prepared in accordance with the relevant applicable Ind AS and Regulation
33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations") and provisions of the Companies Act, 2013
("the Act"), forms part of this Annual Report.
Sustainable Development Goals:
Sustainability development has emerged as a new paradigm in industrial
environment for economic prosperity. Any development that occurs should not harm human
ecology and surrounded environment. Spinning is a vital operation process that consumes
more power and massive investment. Unlike other industrial segments, spinning mills are a
big concern. Your company believes that sustainability relies on the increase in
profitability with adoption of technology innovation, optimum utilization of capacities,
consistency in quality, fast & timely supply of products. Despite all these, the
spinning sector can become more sustainable in the long run on cost optimization of power
and personnel. As a step towards the cost reduction of power, the Company has installed
Solar Power Plants of 14.897 MW within the manufacturing units for Captive consumption of
power generation. These installed capacities mitigate 20% of the company annual power
requirements, it reduces the dependence on DISCOM power supplies and reduce the carbon
footprint. Upgradation of technology and Innovation techniques can reduce the cost of
personnel to become more sustainable in the long run. The company also has
state-of-the-art Sewage Treatment Plants in both the units whereby 95% of the water used
in the factories is purified and recycled.
Capital expenditure:
The Company had spent capital expenditure of Rs 987.93 lakhs per
Installation of balance plant and machinery in first phase of the vortex project, Rs
1551.57 Lakhs per Installation of 4 MW Ground mounted solar plant, Workers Quarters Rs
89.06 Lakhs and Rs 97.02 Lakhs for other assets that is total Rs 2725.58 Lakhs.
Changes in Share Capital:
There was no change in the share capital of the Company during the
financial year under review.
The Authorized Share Capital of the Company as on March 31, 2025, was
Rs. 17,00,00,000/- divided into 90,00,000 Equity Shares of Rs. 10/- each and 8,00,000
Preference Shares of Rs.100/- each.
The issued share capital of the Company is Rs. 8,11,70,000/- divided
into 42,67,000 equity shares of Rs. 10/- each and 3,85,000 8% Cumulative Redeemable
Preference Shares of Rs. 100/- each.
The listed share capital of the Company is Rs. 4,26,70,000/- of
42,67,000 Equity shares of Rs. 10/- each.
Transfer to Reserves:
The Company has decided to transfer Rs.10 Crores to the general reserve
for the financial year ending March 31, 2025.
Dividends:
Your directors have recommended the payment of dividend on the
Cumulative Redeemable Preference Shares as per the terms and conditions of the Issue for
the Financial Year 2024-25. The said dividend, if approved will result in cash outflow of
Rs. 30,80,000/-.
Further, your directors have recommended the payment of a 20% dividend
on the paid up value of the Equity Shares i.e., Rs 2/- per share of Rs. 10/- each to the
Non Promoter equity shareholders of the Company for the year 2024-25. The dividend, if
approved, will result in cash outflow of Rs. 25,29,380/-.
Investor Education and Protection Fund (IEPF):
As per the provisions of section 124 of the Companies Act, 2013 read
with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 and subsequent amendments thereto ("the Rules"), all shares
in respect of which dividends have not been paid or claimed for seven consecutive years or
more shall be transferred to Investor Education and Protection Fund (IEPF). In line with
the aforesaid provisions, unclaimed dividends (interim and final) declared for the FY
2016-17 along with the underlying shares on which the dividend remained unclaimed for
seven consecutive years have been transferred to IEPF during the year.
Deposits:
During the financial year under review the Company has not accepted any
deposits as per the Section 73 of the Companies Act 2013 as well as the Companies
(Acceptance of Deposits) Rules, 2014.
Annual Return:
Pursuant to Section 134 (3) (a) & Section 92 (3) of the Companies
Act, 2013 read with Rules 12 of the Companies (Management & Administration) Rules,
2014, the Annual Return of the company for Financial Year 2024-25 is placed on the
company?s website at https: www.suryalata.com .
Number of Meetings of the Board of Directors and
Committees:
5 (Five) Board Meetings & 4 (Four) Audit Committee Meetings were
held during the Financial Year 2024-25 as below:
S.No Date of Board Meetings |
S.No Date of Audit
Committee Meetings |
1 May 23, 2024 |
1 May 23, 2024 |
2 June 29, 2024 |
2 August 02, 2024 |
3 August 02, 2024 |
3 November 13, 2024 |
4 November 13, 2024 |
4 February 07, 2025 |
5 February 07, 2025 |
|
The Meetings of the following Committees were held
on the dates as mentioned below:
1. CSR Committee Meeting — May 23, 2024.
2. Nomination and Remuneration Committee — May 23, 2024, June 29,
2024 and November 13,2024
3. Stakeholders Relationship Committee Meeting — February 07,
2025.
For details pertaining to attendance of Directors for the said
Meetings, please refer to the Corporate Governance Report, which forms part of this
report.
Directors Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of
your Company state that:
a) In the preparation of the annual accounts for the financial year
ended March 31, 2025, the applicable accounting standards have been followed along with
proper explanation relating to material departures and the annual accounts have been
prepared in compliance with the provisions of the Companies Act, 2013.
b) They have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent to give a
true and fair view of the state of affairs of the Company at the end of the financial year
and of the profit of the company for the said period.
c) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
d) They have prepared the annual accounts on a going concern basis.
e) They have laid down internal financial controls in the Company that
are adequate and are operating effectively and
f) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and these are adequate and operating effectively.
Statement on declaration given by Independent
Directors under Sub-Section (6) of Section 149 of the Companies Act, 2013:
The Independent Directors have submitted the Declaration of
Independence, as required pursuant to Sub-Section (7) Section 149 of the Companies Act,
2013 stating that they meet the criteria of independence as provided in (6) of section 149
of Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015.
Related Party Transactions:
All the related party transactions are entered in the ordinary course
of business and on an arm?s length basis they are in compliance with the applicable
provisions of Companies Act, 2013 and listing regulations. The disclosures relating to
related party transactions as required in Form AOC-2 is enclosed to this report as Annexure-II.
The Company has adopted a related party transactions policy and the
said policy as approved by the board is uploaded on the Company?s website www.snryala.ta.com .
Particulars of Loans, Guarantees and Investments:
During the year under review, the Company has continued to maintain
corporate loan to its wholly owned subsidiary, Suntree Solar Energy Private Limited.
However, the Company has not provided any guarantees.
Particulars of Employees:
The details pursuant to Section 197(12) of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is enclosed as Annexure III. Further during the year under review, the
list of top ten employees in terms of remuneration drawn as set out in Rule 5 Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure
III.
Details of Directors and Key Managerial
Personnel?s appointed or resigned during the year:
Sir R. Surendeer Reddy served as the Chairman of the Company until
August 05, 2024 and retired/vacated upon the expiry of his second term on the same date.
Sri R.Raghuram Reddy was appointed by the Board of Directors of the
Company as Additional Director (under the category of the Independent Director) of the
Company and approved by the members of the Company on August 02, 2024 for the period of 5
years, w.e.f 29.06.2024 (from 29.06.2024 to 28.06.2029)
Sri Meka Yugandhar was appointed by the Board of Directors of the
Company as Additional Director (under the category of the Independent Director) of the
Company and approved by the members of the Company on August 02, 2024 for the period of 5
years, w.e.f 29.06.2024 (from 29.06.2024 to 28.06.2029)
Sri.Vithaldas Agarwal, Managing Director was re-appointed for Five
Years commencing from July 01, 2024 to June 30, 2029.
Smt. Madhavi Agarwal, Executive Director of the Company was
Re-appointed for five Year commencing from November 6, 2024 to November 5, 2029.
Sri K.R. Suresh Reddy served as a Non-Executive Independent Director
upto August 5, 2024, Upon the expiry of his second term. he continued to serve as a
Non-Executive, Non-Independent Director of the Company as approved by the members of the
company on August 02, 2024.
Ms. Khushboo Jain Company Secretary & Compliance officer Resigned
on June 30, 2024 and also appointed Mr. S. Venkata Rao (M.No. F4809) as Company
Secretary& Compliance officer w.e.f July 15, 2024.
In accordance with the provisions of the Companies Act, 2013 and in
terms of Articles of Association of the Company, Sri. Vithaldas Agarwal, Managing Director
of the Company is liable to retire by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment.
Committees of the Board:
Currently the Board has four Committees:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Corporate Social Responsibility Committee; &
4. Stakeholders Relationship Committee.
Audit Committee:
The Audit Committee comprised Sri Surender Reddy, who served as
Chairman until August 5, 2024 Following the end of his tenure, the Committee was
reconstituted, Sri. R Raghuram Reddy as Chairman. The other members of the Committee Sri.
Harish chandra Prasad Kanuri, Member, Sri,M.Yugandhar, Member and Sri. K R Suresh Reddy,
Member. All the recommendations made by the members of Audit Committee were accepted by
the Board.
Nomination and Remuneration Committee:
The Nomination and Remuneration Committee comprised Sri K.R. Suresh
Reddy, who served as Chairman until August 5, 2024. Following the end of his tenure, the
Committee was reconstituted with Sri. M. Yugandhar, as Chairman, and Sri. Raghuram Reddy,
Sri. K R Suresh Reddy, Sri. Harishchandra Prasad Kanuri as Members.
Stakeholders Relationship Committee:
Stakeholders Relationship Committee comprised of Sri K.R. Suresh Reddy,
who served as Chairman until August 5, 2024. Following the end of his tenure, the
Committee was reconstituted with Sri. M. Yugandhar as Chairman and Sri. Vithaldas Agarwal,
Sri. Mahender Kumar Agarwal as Members.
The Scope of the committee shall include considering and resolving the
grievances of the security holders of the company which may arise due to any of the
reasons cited in the Stakeholders Relationship Committee of the company.
Corporate Social Responsibility Committee:
The Corporate Social Responsibility Committee comprised Sri Surender
Reddy, who servod as Chairman until August 5, 2024 Following the end of his tenure, the
Committee was reconstituted Sri. R. Raghuram Reddy, as Chairman, and Sri. Vithaldas
Agarwal, Sri. Mahender Kumar Agarwal as Members.
This policy encompasses the Company?s philosophy for giving back
to society as a corporate citizen and lays down the guidelines and mechanism for
undertaking socially useful programs for the welfare & sustainable development of the
community at large.
Corporate Social Responsibility:
The core theme of the Company?s Corporate Social Responsibility
(CSR) policy is giving back to the society from which it draws its resources by extending
helping hand to the needy and the underprivileged.
Corporate Social Responsibility is the commitment of business to
contribute for sustainable economic development. It is the contribution of the corporate
sector for philanthropic causes like education, health, water, sanitation, animal welfare,
environment and community development. In alignment with vision the Company, through its
CSR initiatives will continue to enhance value creation in the society, through its
services, conduct & initiatives, so as to promote sustained growth of the society in
fulfillment of its role as a Socially Responsible Corporate with environmental concern.
The CSR Policy of your Company as approved by the Board of Directors,
is hosted on your Company?s website www.snrya.la.ta .
com.
The Report on Corporate Social Responsibility as per Rule 8 of
(Corporate Social Responsibility Policy) Rules, 2014 is enclosed as Annexure IV
and forms part of this Directors Report.
Policy on director?s appointment and
remuneration and other details:
The Company follows a policy on remuneration of directors and other
senior managerial personnel. The Policy is recommended by the Nomination and Remuneration
Committee and approved by the Board. More details of the same is given in the Corporate
Governance Report.
Statutory Auditors and Auditors? Report:
M/s. K.S. Rao & Co., Chartered Accountants (ICAI Firm Registration
Number 003109S) were appointed as Statutory Auditors of the Company in the 39th
Annual General Meeting (AGM) held on September 29, 2022, to hold office for a period of 5
years i.e., up to the conclusion of 44th Annual General Meeting.
K. S. Rao & Co., Chartered Accountants, the Statutory Auditors of
the company has issued an Auditor?s Report (standalone and consolidated) for
Financial Year ended March 31,2025 and the Auditors have not reported any matter under
Section 143 (12) of the companies Act 2013 and therefore no details are required to be
disclosed under Section 134 (3) of the Companies Acts 2013.
The Auditor?s Report to the Shareholders for the financial year
under review does not contain any qualification, reservation or adverse remark. The
Auditors? Report is enclosed with the financial statements in this Annual Report.
Secretarial Auditor:
The Board has appointed Prerna & Co, Company Secretaries a
firm of Practicing Company Secretaries, Hyderabad as the Secretarial Auditors to conduct
Secretarial Audit of the Company for the Financial Year ended March 31,2025, in compliance
with the provisions of Section 204 of the Companies Act, 2013.The Secretarial Audit Report
issued by Prerna & Co, Company Secretaries, in Form MR-3 is enclosed as Annexure
V.
Internal Auditor:
The Board of Directors of the Company have appointed M/s. Brahmayya
& Co., Chartered Accountants as Internal Auditors to conduct Internal Audit of the
Company for the Financial Year ended March 31, 2025.
Cost Auditor:
In terms of the Section 148(1) of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost
records pertaining to textile products division.
M/s. Aruna Prasad & Co., Cost Auditors were appointed as Cost
Auditor for conducting the cost audit of the Company for the financial year 2024-25 and
paid remuneration of Rs. 50,000/-. The Board of Directors have appointed M/s. Aruna Prasad
& Co., Cost Auditors, Chennai for conducting the cost audit of the Company for the
financial year 2025-26, 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 the remuneration for the approval of
Members at the ensuing Annual General Meeting.
Corporate Governance Report:
The report on Corporate Governance as per Regulation 34(3) read with
Schedule V of the SEBI (LODR) Regulations is included as a part of this Annual Report. The
requisite certificate from Prerna & Co, Company Secretaries conforming the compliance
with the conditions of Corporate Governance is attached to the report on Corporate
Governance.
Management Discussion and Analysis:
In terms of provisions of Regulation 34(2) of SEBI Listing Regulations
report on Management Discussion & Analysis for the year under review is provided in a
separate section forming part of this Annual Report.
Vigil Mechanism/Whistle Blower Policy:
The Board of Directors of the Company has adopted Whistle Blower
Policy. This policy is formulated to provide an opportunity to employees and an avenue to
raise concerns and to access in good faith the Audit Committee, to the highest possible
standards of ethical, moral and legal business conduct and its commitment to open
communication, in case they observe unethical and improper practices or any other wrongful
conduct in the Company, to provide necessary safeguards for protection of employees from
reprisals or victimization and to prohibit managerial personnel from taking any adverse
personnel action against those employees.
The Policy on vigil mechanism/whistle blower policy may be accessed on
the Company?s website www.snrya.la.ta.com .
Details of adequacy of internal financial controls:
The company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed.
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:
No significant or 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.
Material changes and Commitments, if any,
affecting the financial position of the Company occurred after the closure of financial
year till the time of adoption of this report:
No other material changes and commitments have occurred after the close
of the year till the date of this Report, which affect the financial position of the
Company. Further there is no change in the nature of business of the Company.
Conservation of energy, technology absorption,
foreign exchange earnings and outgo:
The information with respect to Conservation of energy, technology
absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act
read with Rule 8 of Companies (Accounts) Rules, 2014, are provided in the Annexure
VI to this Report.
Risk Management Policy:
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. The audit committee has additional oversight in the area of financial
risks and controls. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis.
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 www.suryalata.com .
Mechanism for Board Evaluation:
The Board of Directors has carried out an annual evaluation of its own
performance, board committees and individual directors pursuant to the provisions of the
schedule IV of the Companies Act, 2013 and the corporate governance requirements as
prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations 2015.
The Directors evaluation was broadly based on the parameters such as
understanding of the Company?s vision, objective, skills, knowledge and experience,
participation and attendance in Board/ Committee meetings; governance and contribution to
strategy; interpersonal skills etc.
The Board has carried 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 covering 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
performance of non-independent directors, performance of the board as a whole and
performance of the chairman after taking into account the views of executive directors and
nonexecutive directors. The same was discussed in the board meeting that followed the
meeting of the independent directors, at which the performance of the board, its
committees and individual directors was also discussed. Performance evaluation of
independent directors was done by the entire board, excluding the independent director
being evaluated.
Policy on Sexual Harassment:
The Company has adopted policy on Prevention of Sexual Harassment of
Women at Workplace in accordance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Company regularly conducts
awareness programs for its employees.
Disclosure pertaining to sexual harassment of women at workplace:
During the Financial year ended March 31,2025, the Company has neither
received any complaints nor there are any pending complaints pertaining to sexual
harassment and the Company has constituted an Internal Complaints Committee.
Compliance with Secretarial Standards:
The Company has complied with applicable Secretarial Standards issued
by the Institute of Company Secretaries of India.
Prevention of Insider Trading Code
The Company has a policy i.e., code of conduct prohibiting insider
trading in conformity with SEBI (Prohibition of Insider Trading) Regulations, 2015. The
said policy contains necessary procedures applicable to Directors, officers and designated
persons for trading in the securities of the Company.
The trading window closures are intimated in advance to all the
concerned during which period, the Board of Directors and designated persons are not
permitted to trade in the securities of the company.
Acknowledgments:
Your directors thank the government authorities, financial
institutions, banks, customers, suppliers, members, employees and other business
associates of your Company, who through their continued support and co-operation, have
helped as partners in your Company?s progress and achievement of its objectives.
Place: Secunderabad |
Vithaldas Agarwal |
For and on behalf of the
Board |
Date: 09th
August 2025 |
Managing Director |
For Suryalata Spinning Mills
Limited |
|
DIN: 00012774 |
Mahender Kumar Agarwal |
|
|
Joint Managing Director |
|
|
DIN: 00012807 |
|