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Suryavanshi Spinning Mills Ltd.

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  • BSE Code: 514140
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Suryavanshi Spinning Mills Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

1. BRIEF STATEMENT ON COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

Suryavanshi's corporate culture has meant working always proactively to meet the expectations of its customers, shareholders, employees, business associates, the society at large and in complying with the dictates of the regulatory frame work both in letter and spirit. The Company believes Corporate Governance is an effective instrument for realisation of this corporate aim and accordingly endeavors to function with integrity in a transparent environment.

2. BOARD OF DIRECTORS

a) Composition and provisions as to Board and Committees:

Your Company's existing Board comprises of 6 (Six) Directors. Of these, 2 (two) are Executive Directors and 4 (four) are Independent Directors.

c) No of Board of Director Meetings held, dates on which meetings were held:

During the financial year ended 3Ist March, 2015, Ten (10) Board Meetings were held on 02.04.2014, 30.05.2014, 11.08.2014, 03.09.2014, 14.11.2014, 03.0I.2015, 14.02.2015, 04.03.2015, 28.03.2015 and 3I.03.2015.

3. AUDIT COMMITTEE

a) Composition, name of members and Chairperson

1. Sri R. Surender Reddy - Chairman, Independent Director

2. Sri Surender Kumar Agarwal - Member, Independent Director

3. Sri Pankaj Goel* - Member, Independent Director

4. Sri Jeetender Kumar Agarwal* - Member, Executive Director

5. Sri Manish Gupta** - Member, Independent Director

6. Sri Rajender Kumar Agarwal** - Member, Executive Director

b) Meetings and attendance during the year

During the financial year ended March 3I, 2015 - Five (5) Audit Committee Meetings were held on 30.05.2014, 11.08.2014, 03.09.2014, 14.11.2014 and 14.02.2015.

c) Powers of Audit Committee

The audit committee shall have powers, which should include the following:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

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

d) Role of Audit Committee

The role of the audit committee shall include the following:

1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

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

c. Major accounting entries involving estimates based on the exercise of judgment by management

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

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

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19 Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Explanation (i): The term "related party transactions" shall have the same meaning as provided in Clause 49(V11) of the Listing Agreement.

e) Review of information by Audit Committee

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

2. Statement of significant related party transactions (as defined by the audit committee), submitted by management;

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

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

4. NOMINATION AND REMUNERATION COMMITTEE

a) Composition, Name of members and Chairperson

1. Sri R. Surender Reddy - Chairman, Independent Director

2. Sri Surender Kumar Agarwal - Member, Independent Director

3. Sri Pankaj Goel* - Member, Independent Director

4. Sri Manish Gupta** - Member, Independent Director

c) Brief description of terms of reference

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and the Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

d) Remuneration policy

The Company follows a policy on remuneration of Directors and Senior Management Employees. The Remuneration policy is attached to this report as Annexure I.

5. STAKEHOLDERS' RELATIONSHIP COMMITTEE

a. Name of Non-Executive Director heading the Committee: Sri Surender Kumar Agarwal

b. Name and designation of Compliance Officer:

Sri B. Somasekhara Rao, CFO & Company Secretary

c. Number of Shareholders Complaints received so far:

No. of Complaints received for the 4th Quarter - 2

No. of Complaints received for the Year ended 31st March 2015 - 20

d. Number not solved to the satisfaction of shareholders: NIL

e. Number of pending complaints : NIL

6. DISCLOSURES

a. Disclosures on materially significant related party transactions i.e., transactions of the company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives, etc., that may have potential conflict with the interests of Company at large.

During the period under review, the Company had not entered into any material transaction with any of its related parties. None of the transactions with any of related parties were in conflict with the Company's interest. Attention of members is drawn to the disclosure of transactions with related parties set out in Note No. 30 of Audited Financial Statements, forming part of the Annual Report.

All related party transactions are negotiated on an arm's length basis in the ordinary course of business, and are intended to further the Company's interests.

b. Details of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years. Nil

c. Whistle Blower policy:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism/Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct.

The reportable matters may be disclosed to the Compliance Officer who operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

d. Details of compliance with mandatory requirements and adoption of non-mandatory requirements.

Mandatory requirements: All complied with. Non-mandatory requirements:

a. Audit qualifications: The Company is in the regime of unqualified financial statements.

b. Separate posts of Chairman and Managing Director: The Company has appointed separate persons to the post of Chairman and Managing Director.

c. Reporting of Internal Auditor: The Internal Auditor directly reports to the Audit Committee.

e. CEO/CFO certification:

In terms of Clause 49 of the Listing Agreement, the Certificate duly signed by Managing Director and Chief Financial Officer of the Company was placed before the Board of Directors along with the financial statements for the year ended March 31, 2015, at its meeting held on 16.05.2015. The same is annexed herewith.

7. MEANS OF COMMUNICATION

a. The Company's quarterly financial results are informed to BSE Limited and also uploaded on the Company's website www.suryavanshi.com  

b. The Quarterly results are usually published in Business Standard and Praja Shakti/Nava Telangana.

c. Display of official news releases and the presentations made to institutional investors or to the analysts - The website shall be used for this purpose, when the occasion arises.

8. GENERAL SHAREHOLDER INFORMATION

a) AGM - Date, time and Venue :

Day, Date : Tuesday, 29.09.2015

Time : 10.00 a.m.

Venue : Gayatri Gardens, Survey No.26, Sikh Village, Near Diamond Point Hotel, Secunderabad-500 003

b) Financial Year :

1st April to 31st March of the following year

c) Date of Book closure :

23rd September, 2015 to 29th September, 2015 (both days inclusive)

d) Dividend payment date :

N.A.

e) Listing on Stock Exchanges :

BSE Limited

f) Stock code :

514140

g) Registrar & Transfer Agent:

Karvy Computershare Private Limited

Karvy Selenium Tower B, Plot No 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad - 500032

Tel No. 040-67161606, Fax No. 040-23420814

e-mail: einward@karvy.com Website: www.karvycomputershare.com  

h) Share transfer system:

Shares sent for transfer in physical form are registered and returned by our Registrar and Share Transfer Agent in 15 days of receipt of the documents, provided the documents are found to be in order. Shares under objection are returned within two weeks.

i) Dematerialisation of shares and liquidity:

The Company's shares are available for dematerialisation on both the Depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). 4256302 shares amounting to 86.71% of the paid-up capital have been dematerialised by investors as on 31st March, 2015.

ISIN: INE43IC01023

Address of Registrar for Dematerialistion of Shares: Karvy Computershare Private Limited

Karvy Selenium Tower B, Plot No 3I & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad - 500032

Tel No. 040-67161606, Fax No. 040-23420814

e-mail: einward@karvy.com  Website: www.karvycomputershare.com  

j) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity.

Not Applicable as the Company has not issued any of the above instruments.

k) Plant Locations

Yarn & Medical Textiles Divisions Aliabad, Shameerpet Mandal, Medchal Taluq, Ranga Reddy district, Telengana State.

l) Address for correspondence:

i. For transfer / dematerialisation of share, change of address of members and other queries relating to the shares of the Company:

M/s. Karvy Computershare Private Limited

Karvy Selenium Tower B, Plot No 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad - 500032

Tel No. 040-67161606, Fax No. 040-23420814

e-mail: einward@karvy.com   Website: www.karvycomputershare.com  

11. Any queries relating to dividend of earlier years & annual reports, etc.

The Company Secretary,

Suryavanshi Spinning Mills Limited, 6th Floor, Surya Towers, 105, S.P. Road, Secunderabad - 500 003.

Phone No(s) : 040 - 30512700 Fax No: 040 - 30512725

Email ID: grievances@suryavanshi.com   

The above report has been approved by the Board of Directors in their meeting held on 16.05.2015.