Suryavanshi Spinning Mills Ltd

To, The Members

SURYAVANSHI SPINNING MILLS LIMITED

We have pleasure in presenting the 45^th Directors Report on the business and operations of Company and Financial Results for the year ended 31st March, 2024.

1. STATE OF AFFAIRS & FINANCIAL PERFORMANCE

The financial highlights of the company are as follows:

Rs. In Lakhs

2. OPERATIONS

During the year under review, the company recorded total revenue of Rs 2341.41 lakhs as against revenue of

Rs 5244.55 lakhs of the previous year. The Board decided during the year to exit from the spinning business in totality and curtail the losses. Since the past few years, the company has been incurring cash losses from its spinning division, and due to this the company's turnover has affected. The operations during the year have resulted in a profit of

Rs 144.70 lakhs as against the loss of Rs (22.69) lakhs in previous year.

3. CHANGE IN SHARE CAPITAL

There is no change in Share Capital of the company during the year under review.The Paid up share capital of the Company is 49,08,576 equity shares of Rs 10/- each.

4. CHANGE IN THE NATURE OF BUSINESS

During the year there has been a change in the nature of the business of the Company. The Board decided during the year to exit from the spinning business in totality and curtail the losses. Since the past few years, the company has been incurring cash losses from its spinning division, and due to this the company's turnover has affected.

5. RESERVES

Your Directors does not propose to carry any amount to General Reserve Account as the Company has not incurred sufficient profit during the financial year.

6. DIVIDEND

In view of the in sufficient profits for the year under review, the Board is unable to recommend dividend.

7. DEPOSIT

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 ("Act"). Accordingly, there is no disclosure or reporting required in respect of details relating to deposits.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Board decided during the year that for the past few years, the company has been incurring cash losses from its spinning division. Hence, the Board made a conscious decision to exit from the spinning business in totality and curtail the losses. In this direction, the company agreed and approved the closure of spinning division operations w.e.f 01st November 2023 and proposed to sell the Plant and Machinery located at Aliabad Village, Shameerpet Mandal, Medchal Malkajgiri District. – 500 101 Telangana as per the approval of members taken on 41st Annual General Meeting of the Company held on 02.12.2020.

9. CORPORATE GOVERNANCE

The report on Corporate Governance is not being enclosed to this report in view of the relaxation under regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

10. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements), 2015 is presented in a separate section forming part of the Annual Report as Annexure - V

12. LISTING ON STOCK EXCHANGE

The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai and the Listing Fee for the year 2023-24 has been duly paid.

13. ENVIRONMENT AND POLLUTION CONTROL

The manufacturing facility has obtained environmental clearance from the Pollution Control Board concerned and is in compliance with all current environmental legislation. As an integral part of its environment protection drive, the Company ensures the very minimum quantity of generation of waste, low emission levels and low noise pollution levels during operations of its manufacturing facility.

14. DEPOSITORY

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). As per the SEBI (Listing Obligations & Disclosure Requirements) (Fourth Amendment) Regulations, 2018, vide Gazette notification dated June 8, 2018 & 30th November, 2018 mandated that Share transfer shall be mandatorily carried out in dematerialized form only w.e.f. from April 1, 2020. In view of the numerous advantages offered by the Depository System, members are requested to avail the facility of Dematerialization of the Company's shares on either of the Depositories mentioned as aforesaid.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The management of the company was handled by the following Key Managerial Personals during the year under review:

A. CHANGES IN KEY MANAGERIAL PERSONNEL

As on 31st March, 2024, following are the Key Managerial personnel of the Company:

1. Mr. Rajender Kumar Agarwal – Managing Director and Chief Financial officer

2. Ms. Unnati Yadav - Company Secretary & Compliance Officer

Subsequent to the year under review, the Board appointed one additional Director Mr. Adarsh Gupta (DIN: 00526687) w.e.f. 12^th August 2024 and accepted resignation of Manish Gupta from the post of Director w.e.f 12^th August 2024. Mr. Rajender Kumar Agarwal, Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

B. EVALUATION OF THE BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013 and as per the Listing Regulations, the performance evaluation of the Board and of its Committee was carried out during the year under review.

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 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 non-executive 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.

C. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of your Company have given a declaration pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013 and the Rules made there under.

Independent Directors not liable to retire by rotation, in terms of Section 149( 13) of the Act.

D. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has formulated a familiarization program for Independent Directors to provide insights into the Company's manufacturing, marketing, finance and other important aspects to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The details of such program are available on the Company's website (www.suryavanshi.com).

E. DISQUALIFICATIONS OF DIRECTORS:

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the director is disqualified for holding office as director.

Further the Certificate from Practicing Company Secretary has been obtained who certified that none of the directors of the company disqualified for holding office as director of the Company is enclosed with this Directors' Report As Annexure-IV.

I. BOARD OF DIRECTORS a. Composition and Number of Board Meetings:

As on 31stMarch, 2024, the board of Directors comprises of 4 (Four) Directors of these, 1 (One) is Executive Director and 3 (Three) are Non Executive Independent Directors. The Chairman is an Executive Director.

The Board of Directors of the Company met six (6) times during the Financial Year. The intervening gap between the meetings was within the prescribed period under the Act and listing Regulations. Details of number of Board meetings and Directors' attendance is as follows:

b. Disclosure of relationships between directors inter-se:

There is no inter-se relationship between Board Members.

II. AUDIT COMMITTEE

As on 31.03 2024, the Audit Committee comprises of Sri Rajender Kumar Agarwal ,Sri Uttam Gupta (Chair Person) and Sri Manish Gupta as other members. All the recommendations made by the Audit Committee were accepted by the Board.

During the financial year ended March 31, 2024 Four (4) times Audit Committee Meetings were held Below are the details of meetings.

*Mr. Manish Gupta tendered his resignation, effective from 12th August,2024. Following this, Mr. Adarsh Gupta was appointed as a member of the Audit Committee, also effective 12th August, 2024.

III. NOMINATION & REMUNERATION COMMITTEE

As on 31.03.2024, the Nomination & Remuneration Committee comprises of, Sri Manish Gupta, Smt Sushma Gupta. and Sri Uttam Gupta (Chairperson) as other members. All the recommendations made by the Nomination & Remuneration Committee were accepted by the Board.

During the financial year ended March 31, 2024 – One (1) time Nomination & Remuneration Committee Meetings were held on 15/05/2023. All the 3 members were present at the meeting. *Mr. Manish Gupta tendered his resignation, effective from 12th August,2024. Following this, Mr. Adarsh Gupta was appointed as a member of the Nomination & Remuneration Committee, also effective 12th August, 2024.

IV. STAKEHOLDERS' RELATIONSHIP COMMITTEE

Your company has constituted a Stakeholders' Relationship Committee to specifically look into the mechanism of redressal of grievances of shareholders and other security holders.

As on 31.03.2024, the Stakeholders Relationship Committee comprises of Sri Manish Gupta, Sri Rajender Kumar Agarwal and Sri Uttam Gupta (Chairperson).

During the financial year ended March 31, 2024 – One (1) time Stakeholders Relationship Committee Meetings were held on 23/05/2023. All the 3 members were present at the meeting.

Details of the complaint received and redressed during the year under review are as follows:

*Mr. Manish Gupta tendered his resignation, effective from 12th August,2024. Following this, Mr. Adarsh Gupta was appointed as a member of the Stakeholders' Relationship Committee, also effective 12th August, 2024.

V. SEPARATE MEETING OF INDEPENDENT DIRECTOR:

During the year under review, a separate meeting of Independent Directors was held on 10/02/2024 And all Independent Directors present at the meeting.

17. NOMINATION AND REMUNERATION POLICY

The Board on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration as required under Sec 178 of the Companies Act, 2013 and Regulation 19(4) read with Schedule II of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015

18. OTHER MANAGEMENT POLICES

The following policies are placed in company's website at https://www.suryavanshi.com

Policy for determination of materiality

Policy on code of conduct

Policy on Code of Fair disclosure

RPT Policy

Code of conduct for prevention of insider trading

Whistle blower policy - vigil mechanism

Policy on prevention of sexual harassment at work place Policy

I. STATUTORY AUDITORS:

M/s K.S Rao & Co., Chartered Accountants, Hyderabad (ICAI Firm Regn. No. 003109S) were appointed as Statutory Auditors in the AGM held on 30^th September, 2023 for a second term of 5 years until the conclusion of 48^th AGM.

The Company has received a certificate from the auditors confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act.

Explanation to Auditor's Remark:

Following are the replies / clarifications in respect of the observations made by the Statutory auditor in their audit report.

1. The management would like to look into the current and future economic conditions impact the amount of actual loss of trade receivables in the event of customer default in the financial year 2023-24.

2. Though company has not obtained any formal quotes from third parties but the company based on the prevailing market prices has paid or received the payments with the transactions carried out with related parties.

Reporting of fraud by Statutory Auditors:

There was no fraud in the Company, which was required to be reported by statutory auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

II. SECRETARIAL AUDITOR:

During the year, the Company has appointed M/s HSP & Associates LLP, Practicing Company Secretaries as Secretarial Auditor in compliance with the provision of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Secretarial Audit report in form MR-3 for the financial year ended 31st March 2024 is annexed herewith as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification or adverse remark.

III. INTERNAL AUDITOR

In compliance with the provisions of Section 138 of the Act read with Rule 13(1)(a) of Companies (Accounts) Rules, 2014. The Board of Directors of the Company has appointed M/s. LANS & Co., Chartered Accountant as Internal Auditors to conduct Internal Audit of the Company for the Financial Year 2024-25.

IV. COST AUDITOR

That Pursuant to section 148 of companies Act 2013 and rules made thereunder the requirement to appoint the Cost Auditor is not applicable on the company during the year.

20. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(a) in the preparation of the annual financial statement for the financial year ended 31.03.2024, 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 and of the profit and 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 on a going concern basis;

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

21. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party transaction are presented to the Audit Committee and the board. Omnibus approval is obtained for the transactions which are foreseeable and repetitive in nature. A Statement of all related party transactions is presented before the Audit Committee and the Board on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The Policy on materiality of related party transactions as approved by the Board may be accessed on the Company's website at http://www.suryavanshi.com/policy-policy.html.

Your Directors draw attention of the members to Note 46 to the financial statement which sets out related party disclosures. Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC- 2 is enclosed to this report in Annexure III.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 is annexed hereto and marked Annexure II and forms part of this Report.

23. INTERNAL FINANCIAL CONTROLS:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has in place adequate internal financial controls with reference to financial statements. The Company's internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and the same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Company's internal control system including internal financial controls.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

None of the employees was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, disclosure with respect to the same, is not required to be given.

The information required pursuant to Section 197(12) of Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

25. POLICY ON SEXUAL HARASSMENT:

The Company has in place a policy on Prevention of Sexual Harassment of Employees at workplace in accordance with The Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Compliant Committee has been set to redress complaints received regarding sexual harassment.

During the year under review, the Company has not received any complaints pertaining to sexual harassment

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not made any loan, given guarantee or provided security pursuant to the provisions of Section 186 of Companies Act, 2013 during the year. The details of investments made by the Company pursuant to the provisions of Section 186 of Companies Act, 2013 is provided in Note 6 to the financial statement.

27. DISCLOSURES: A. ANNUAL RETURN

Annual Return of the Company as on 31st March, 2024 in accordance with Section 92(3), Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 which can be accessed from http://www.suryavanshi.com/financials.

B. VIGIL MECHANISM

The Company has a ‘Whistle Blower Policy'/‘Vigil Mechanism' in place. The objective of the Vigil Mechanism is to provide the employees, Directors, customers, contractors and other stakeholders of the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Company's commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee. The Policy contains the provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases..

The Policy on vigil mechanism cum Whistle Blower may be accessed on the Company's website at the link: https://www.suryavanshi.com there were no complaints received during the year 2023-24.

C. RISK MANAGEMENT:

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action.

28. COMPLIANCE OF SECRETARIAL STANDARD

The Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and notified by the Central Government.

29. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records under Section 148(1) of the Companies Act, 2013.

30. 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:

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

b. The Company has no subsidiaries, joint ventures or associate companies.

c. During the year under review the Company has not given loan to any employee for purchase of its own shares as per section 67(3)

(c) of Companies Act, 2013.

d. The Company has not issued shares under employee's stock options scheme pursuant to provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014.

e. The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 & SEBI (issue of sweat equity) Regulations, 2002 during the Financial Year.

f. The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2024.

g. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. h. Details in respect of frauds reported by the Auditors under section 143(12) other than those which are reportable to the Central Government, as there were no such frauds reported by the Auditors.

31. ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record their appreciation for the co-operation and support extended by All Financial Institutions, Banks and various State and Central Government Agencies. The Board would also like to thank the Company's shareholders, customers, suppliers for the support and the confidence which they have reposed in the management. The Board place on record its appreciation for the contribution made by the employees at all levels and for their hard work, solidarity, co-operation and support.