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Sutlej Textiles and Industries Ltd.

BSE: 532782 Sector: Industrials
NSE: SUTLEJTEX ISIN Code: INE645H01027
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VOLUME 7832
52-Week high 109.55
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P/E 13.53
Mkt Cap.(Rs cr) 1,581
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OPEN 100.40
CLOSE 98.80
VOLUME 7832
52-Week high 109.55
52-Week low 74.15
P/E 13.53
Mkt Cap.(Rs cr) 1,581
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sutlej Textiles and Industries Ltd. (SUTLEJTEX) - Director Report

Company director report

TO THE MEMBERS

SUTLEJ TEXTILES AND INDUSTRIES LIMITED

Your Directors are pleased to present the Twelfth Annual Report together with theaudited financial statements of the Company for the year ended 31st March 2017.

1. Financial Results

The financial statements of the Company have been prepared in accordance with theIndian Accounting Standards (Ind AS) notified under section 133 of the Companies Act 2013read with Companies (Accounts) Rules 2014. The financial statements for the FinancialYear ended March 31 2017 are the Company’s first Ind AS compliant annual financialstatements with comparative figures for the year ended March 31 2016 also under Ind AS.The date of transition is April 1 2015. The disclosure and efiects of first time adoptionof Ind AS are detailed in the Notes to the financial statements.

The financial highlights of your Company for the financial year ended March 31 2017are summarized as follows:

1.1 Highlights of Performance

Revenue from operations (Gross) stood at Rs. 2249.62 crores as compared to Rs.2074.03crores in FY 2015-16;

Profit before Tax for the FY 2016-17 was Rs. 188.46 crores as compared to Rs. 172.82crores in FY 2015-16;

Profit after tax for the FY 2016-17 was Rs. 157.94 crores as compared to Rs.143.46crores in FY 2015-16.

This performance was achieved as cumulative outcome of multiple factors such as productrationalization capacity optimization cost control measures etc. taken by the managementof your Company. The benefits of recently completed expansion and the on-going expansionand modernization programmes in the current financial year shall accrue in the currentand future years.

1.2 Financial Results

Particulars Year ended Year ended
31st March 2017 31st March 2016
Revenue from Operations (Gross) 2249.62 2074.03
Gross Profit 273.48 256.54
Less: Depreciation and Amortisation Expenses 85.02 79.84
Exceptional Item - 3.88
Taxation:
- Current 39.62 34.01
- MAT Credit (entitlement)/ Utilised (23.04) (18.06)
- Earlier years 0.07 -
- Deferred (net) 13.87 13.41
Profit after Tax 157.94 143.46
Add: Balance brought forward from the previous year 518.03 409.28
Less: Dividend paid during the year (including DDT) 25.63 19.71
Profit available for appropriation 650.34 533.03
Less: Appropriation
Transfer to the general reserve 16.00 15.00
Balance in statement of profit and loss 634.34 518.03
Proposed dividend* 21.29 21.29
Corporate dividend tax* 4.34 4.34
Total 25.63 25.63

* (Dividend as proposed by the Board of Directors after reporting date. Under Ind ASsuch dividend is recognised as a liability only when approved by the shareholders in theAnnual General Meeting)

Upon the proposed transfer of Rs. 16 crores to the General Reserves an amount ofRs.634.34 crores is proposed to be retained in the Statement of Profit and Loss.

2. Dividend

Your Directors are pleased to recommend dividend of Rs.13 /- per share for the yearended 31st March 2017 subject to shareholders’ approval at the forthcoming 12thAnnual General Meeting (AGM) of the Company. The total amount of dividend to be paid tothe shareholders will be Rs.25.63 crores (inclusive of dividend tax).

3. Finance

3.1 The Company continues to focus on judicious management of its working capital.Receivables inventories and other working capital parameters were kept under strict checkthrough a process of continuous monitoring.

3.2 Rating

Your Company has been assigned a rating of:

i. CARE AA (Double A) for Long-Term Bank facilities (Term Loan) and for Long/ ShortTerm bank Facilities (Fund based) from CARE AA- (Double A Minus) signifying high degree ofsafety regarding timely servicing of financial obligations. Such facilities carry very lowcredit risk.

ii. CARE A1+ (A One Plus) for short term bank facilities (Non-Fund based) andcommercial paper reafirmed signifying very strong degree of safety regarding timelypayment of financial obligations. Such facilities carry lowest credit risk.

3.3 Deposits

The Company has discontinued its Fixed Deposit Scheme with efiect from 31st March 2014and has not accepted public Deposits covered by Chapter V of the Companies Act 2013. Ason March 31 2017 there were no unclaimed/ outstanding deposits or accrued interest withrespect to deposits.

3.4 Particulars of Loans Guarantees or Investments

Details of Loans Guarantees and Investments made by your company and covered under theprovisions of Section 186 of the Companies Act 2013 are appended as notes to theFinancial Statements.

4. Issuance of Non-Convertible Debentures/ Bonds

Your Directors have approved raising of funds by way of borrowings through placement ofunsecured / secured redeemable non-convertible debentures/ bonds or by any otherpermitted mode; for long term working capital requirements growth plans etc for anaggregate amount not exceeding Rs. 500 crores [Rupees Five Hundred crore Only] aspermitted under applicable law and subject to such approvals as may be required. Thisproposal is subject to approval by the Members at the ensuing 12th Annual General Meetingand all statutory and regulatory compliances.

5. Expansion Modernisation and other Capital Projects

The financial year under review witnessed substantial expansion activities carried outby your company through organic means.

5.1 Expansion Projects

The details of the expansion projects undertaken are given below:

5.1.1 Expansion of RTM Bhawanimandi by 35280 Spindles

Your Company has successfully completed expansion of its Unit Rajasthan Textiles MillsBhawanimandi (Raj.) by 35280 spindles to manufacture value added cotton mlange andcotton blended dyed yarn and has commenced commercial production from 15th March 2017.The Company has incurred a cost of Rs.256 crore upto March 31 2017 on this project.

Post this expansion yarn spinning capacity of Rajasthan Textiles Mills Unit stands at126864 spindles as on March 2017 and the Company’s spinning capacity at 416616spindles as on March 2017. The Company would also be adding 17 knitting machines in RTMexpansion project. The addition of the new capacity enables the Company to furtherstrengthen its position as a leading player in the niche Cotton Mlange cotton blendeddyed yarn and knitted fabric segment.

5.1.2 Expansion Project at Damanganga Home Textiles Daheli Bhilad

Your Company has completed expansion project of Damanganga Home Textiles DaheliBhilad Gujarat at a cost of Rs. 81.41 crore as against estimated cost of Rs.

88.50 crores. The same has increased its capacity to 9.6 Mn metres p.a from 4.8 Mnmetres p.a. The expansion of operations in Home Textile Division will ensure furtherstrengthening of Company’s end to end operations from Yarn to Home Textile.

5.1.3 Expansion Project at BTM Baddi (H.P.) for 100% Polyester Industrial Yarn andblended specialty synthetic yarn

Your Company has decided to expand spinning capacity of BTM by setting up facilitiesfor 28800 Ring Frame Spindles to manufacture 100% polyester and coarse count polyestercotton yarn for industrial application and other grey blended speciality synthetic yarni.e. Modal / Linen Polyester / Linen Polyester / Modal involving an estimated capitaloutlay of about Rs 215 crores which will be financed by internal accruals and loans frombanks and NCDs. This will increase the spinning capacity of BTM to 112176 spindles andthat of the Company to 445416 spindles. The project is slated to become operational byApril 2019.

5.2. Modernization upgradation and debottlenecking Projects

Further the Company has spent Rs.97.23 crores on modernization and balancing equipmentat all its units during 2016-17. During the year under review your Company has alsoundertaken facilities upgradation debottlenecking and equipment upgradation across allthe Units of the Company. These capital purchases were financed by internal accruals andloans from Banks.

6. Share Capital and Sub-Division Thereof

The Authorized Share Capital of your Company as on March 31 2017 was Rs. 50 crores.The issued subscribed and paid up Equity Share Capital of your company as on March 312017 is Rs. 16.38 crores comprising of 16382862 Equity Shares of Rs.10/- each. During theyear under review the Company has not issued any further shares. Your Company’sEquity Shares are listed on BSE Limited (BSE) and National Stock Exchange of India Limited(NSE).

The traded value of shares of your Company on NSE and BSE has witnessed steadybuoyancy over the past couple of years. In order to improve liquidity and to make theshare afiordable to the small and retail investors Board has considered it expedient tosub-divide the nominal value of each existing Equity Share of your Company from Rs.10/-each to ten shares of Rs.1/- each. The proposal is subject to approval by the Members atthe ensuing 12th AGM and also other statutory and regulatory compliances.

7. Economic Scenario and Outlook

Financial Year 2016-17 closed as a momentous year for the country marked by twolandmark economic reforms even as the global economic scenario was indifierent.

The first reform was the rollout of the demonetization scheme in early November. In thelong run this reform aims to usher in greater transparency in financial transactions anda transition towards a cashless economy. In the short term it has squeezed liquidity andconsumption across the economy.

The outlook for 2017 brightens as liquidity in the economy moves towards normalizationwith expectations for early revival and growth in overall consumption across severalsectors.

The second is imminent roll out of the Goods and Services Tax (GST). GST is a landmarkreform which will have a lasting impact on the economy and on businesses. Implementationof a well-designed GST model that applies to the widest possible base at a low rate canprovide significant growth stimulus to business and contribute to the PrimeMinister’s mission of ‘Make in India’. Your Company has been preparing formigrating to GST for the past year; changes across IT systems Supply Chain and operationshave been made keeping in mind the sweeping changes that GST would bring in. While thereare a few areas that need to be addressed the Government has announced its firm intentionto go live with the GST from 1st July 2017 and your Company will be ready for thistransformative reform.

8. Management Discussion and Analysis Report

The detailed review of the operations performance and outlook of the Company is givenseparately in the Management Discussion and Analysis Report as required under Regulation34 of the Listing Regulations by way of "Annexure I" to this report.

9. Directors & Key Managerial Personnel

9.1.1 Change in Directorate & Key managerial Personnel

The Board of Directors accepted the resignation of Mr. Dilip Ghorawat as Director onthe Board and as Whole

Time Director & Chief Financial Oficer (KMP) of the Company w.e.f. 10th September2016.

9.1.2 Appointment of Whole time Director:

Mr. Bipeen Valame was appointed by the Board of Directors as a Whole Time Director ofthe Company for a period of 3 years from February 9 2017.

9.2 Director retiring by Rotation and re- Appointment as Director:

In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Shri C.S.Nopany retires by rotationand is eligible for re-appointment at the forthcoming 12th AGM.

9.3 Confirmation of Appointment of Additional Directors:

Pursuant to the provisions of the section 161(1) of the Companies Act 2013 read withthe Articles of Association of the Company Mr. Sukhvir Singh and Mr. Bipeen Valame whowere appointed by the Board of Directors as Additional Directors of the Company w.e.f.10th September 2016 and 09th February 2017 respectively hold ofice up to the date of the12th AGM of the Company.

Necessary resolutions seeking approval of the members for appointment of directorsproposed to be appointed /re-appointed along with the respective brief profile of theDirector have been incorporated in the Notice of the ensuing Annual General Meeting. TheBoard recommends their appointment by the Members at the AGM.

9.4 Independent Directors

All the Independent Directors of the Company have been appointed for a fixed term of 5consecutive years from the date of their appointment / regularization in the AnnualGeneral Meeting and they are not liable to retire by rotation. All Independent Directorshave given their respective declarations that they meet the criteria of independence aslaid down under section 149(6) of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure requirements) Regulations 2015.

9.5 Board Efiectiveness

9.5.1 Familiarization Policy

Pursuant to Regulation 25(7) of Listing Regulations 2015 the Board has framed apolicy to familiarize the Independent directors about the Company. The policy is availableon the website of the Company at the weblink:http://sutlejtextiles.com/assets/pdf/policy/Familiarisation%20Programe-%20Finalfi20.2.2016.pdf.

The familiarization policy of the Company seeks to familiarize the Independentdirectors with the working of the Company their roles rights and responsibilities vis avis the Company the industry in which the Company operates business model etc.

9.5.2 Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of ListingRegulations 2015 the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of theBoard Committees. The manner of evaluation has been explained in the Corporate GovernanceReport.

9.6 Criteria for selection of Directors KMPs and Senior leadership positions and theirremuneration

The Board on the recommendation of the Nomination

& Remuneration Committee has framed a Policy for selection and appointment ofDirectors Senior Management personnel and their remuneration. The Policy is referred toin the Corporate Governance Report (Remuneration Policy) and is available on theCompany’s Website at the weblink:http://sutlejtextiles.com/assets/pdf/policy/remuneration-policy.pdf . The Policy contains inter-alia principles governingdirectors’ appointment and remuneration including criteria for determiningqualifications positive attributes independence of director etc.

9.7 Changes in Key Managerial Personnel

9.7.1 At the meeting of the Board of Directors held on September 07 2016 Mr. SunilSharma was appointed as Chief Financial Oficer (KMP) of the Company w.e.f. September 102016 in place of Mr. Dilip Ghorawat Chief Financial Oficer (KMP) & Whole TimeDirector of the Company.

9.7.2 Mr. Bipeen Valame was appointed as Chief Financial Oficer (KMP) of the Companyw.e.f. November 08 2016 in place of Mr. Sunil Sharma who resigned as Chief FinancialOficer (KMP) of the Company from that date.

9.7.3 Key Managerial Personnel

Pursuant to provisions of Section 2(51) 203 of the Companies Act 2013 read with theThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thefollowing are the Key

Managerial Personnel of the Company:

Mr. S.K.Khandelia President & C.E.O.;

Mr. Bipeen Valame Wholetime Director & C.F.O.;

Mr. Deelip Ram Prabhu Company Secretary & Compliance Oficer

10. Meetings of the Board

A calendar of prospective Meetings is prepared and circulated in advance to theDirectors. The details of Board Meetings and Committee Meetings held during the year underreview are given in the Corporate Governance Report forming part of this Annual Report.The intervening gap between these Meetings was within the prescribed period under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

11. Related Party Transactions

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons.

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained on an annual basisfor the transactions which are of a foreseen and repetitive nature. A detailed statementof such related party transactions entered into pursuant to the omnibus approval sogranted are placed before the Audit Committee and the Board of Directors for their reviewon a quarterly basis. Suitable disclosure as required by the Indian Accounting Standards(Ind AS 24) has been made in the notes to the Financial Statements.

The Company has developed a Related Party Transactions Policy for the purpose ofidentification and monitoring of such transactions. The policy on Related PartyTransactions as approved by the Board is uploaded on the Company’s website at theweblink: http://sutlejtextiles.com/assets/pdf/policy/policy-on-related-party-transactions.pdf.

12. Internal Financial Control Systems

Your Company’s Internal Financial Control Systems are robust comprehensive andcommensurate with the nature of its business and size scale and complexity of itsbusiness operations. The System covers all the major processes including operations toensure reliability of financial reporting compliance with policies procedures laws andregulations safeguarding of assets and economical and eficient use of resources.

The Internal auditors continuously monitor the eficacy of internal controls with theobjective of providing to the Audit Committee and the Board of Directors an independentobjective and reasonable assurance on the adequacy and efiectiveness of theorganisation’s risk management with regard to the internal control framework.

The policies and procedures adopted by the Company ensure the orderly and eficientconduct of its business adherence to the Company’s policies prevention anddetection of frauds and errors accuracy and completeness of the records and the timelypreparation of reliable financial information.

The Audit committee actively reviews adequacy and efiectiveness of internal controlsystems and suggests improvements for strengthening them in accordance with the businessdynamics if necessary. The Audit Committee also meets the Company’s StatutoryAuditors to ascertain their views on the financial statements including the financialreporting system and compliance to accounting policies and procedures followed by theCompany.

13. Auditors Report

The Board has duly reviewed the Statutory Auditors’ Report on the Financialstatements including Notes to the Financial statements. The observations of the Auditorsin their Report on the Financial statements of the Company are self-explanatory and in theopinion of the Directors do not call for any further clarification.

14. Auditors

14.1 Statutory Auditor

As per Section 139 of the Companies Act 2013 (Act) read with the Companies (Audit andAuditors) Rules 2014 an audit firm acting as the Statutory Auditor is required to berotated upon completion of two terms of five consecutive years i.e. after a maximum periodof ten years. The Act provides timeline of three years to rotate the Statutory Auditorswho have already completed a tenure of ten years.

M/s. Singhi & Co. Chartered Accountants (Firm Reg.

No.:302049E) the current Statutory Auditors of the Company were appointed as theStatutory Auditors of the Company in September 2005 and were appointed at the everyAnnual General Meeting thereafter. They have already completed their full tenure of tenyears and need to be replaced by a new Statutory Auditor. Similarly the Branch AuditorsM/s. S. R. Batliboi & Co. LLP New Delhi (Reg. No.301003E) who retire at theconclusion of 12th AGM of the Company have also completed their full tenure of tenyears. and shall not be re-appointed due to ineligibility for reappointment under/byvirtue of section 139 of the Companies Act 2013.

The Company is therefore required to appoint an audit firm to audit the accounts andfinancial statements of the Company as Statutory Auditors for a tenure of five (5) yearscommencing from the FY: 2017-18 to 2021-22 in replacement of the present Auditors M/s.Singhi & Co. as well as M/s. S. R. Batliboi & Co. LLP.

The Board of Directors at its meeting held on May 18 2017 recommended the appointmentof M/s. B S R & Co. LLP Chartered Accountants (ICAI Firm Registration Number:101248W/W-100022) as the new sole Statutory Auditors of the Company to hold ofice for oneterm of five (5) years commencing from conclusion of the ensuing 12th AGM upto the AnnualGeneral meeting of the Company to be held in calendar year 2022.

The Company has received a certificate from the proposed Statutory Auditors to theefiect that their appointment if made shall be in compliance with the provisions ofSection 139 and 141 of the Companies Act 2013. As required under the Listing Regulations2015 the proposed auditors have also confirmed that they hold a valid certificate issuedby the Peer Review Board of the Institute of Chartered Accountants of India as requiredunder Regulation 33 of Listing Regulations 2015.

Accordingly the Board proposes appointment of M/s. B S R & Co. LLP CharteredAccountants as the sole statutory auditors of the Company in lieu of M/s. Singhi &Co. present Statutory auditors as well as M/s. S. R. Batliboi & Co. LLP presentBranch Auditors to hold ofice from the conclusion of the 12th Annual General Meeting tillthe conclusion of the 17th Annual General Meeting of the Company. Necessary resolutionseeking approval of the members for appointment of new Statutory Auditors has beenincorporated in the Notice convening the 12th Annual General Meeting.

14.2 Internal Auditors

The Board of Directors upon the recommendation of the Audit Committee of the Board hasappointed M/s. Vaish

& Associates Chartered Accountants (FRN:005388N) as Internal Auditors of theCompany. They have confirmed their eligibility and have granted their consent to act asInternal Auditors of the Company.

14.3 Cost Auditors

In conformity with the provisions of Section 148 of the Companies Act 2013 read withThe Companies (Cost Records and Audit) Amendment Rules 2014 the Board on therecommendation of the Audit Committee has appointed M/s. K. G. Goyal & AssociatesJaipur Cost Accountants (Reg No. FRN-000024) to audit the cost records relating toCompany’s Units: Rajasthan Textile Mills Chenab Textiles Mills Birla Textile MillsDamanganga Home Textiles and Damanganga Process for the financial year ended March 312017 at a remuneration as specified in the Notice convening the 12th AGM. The appointmentis subject to the approval of the Central Government.

As required under the Companies Act 2013 the remuneration payable to the Cost Auditoris required to be placed before the Members in a general meeting for their ratification.Accordingly a Resolution seeking Member’s ratification for the remuneration payableto K.G.Goyal & Associates Cost Auditors is included in the Notice convening the 12thAnnual General Meeting.

14.4 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s. R. Chouhan & Associates Company Secretary in Practice to undertakethe Secretarial Audit of the Company for the year under review. The Report of theSecretarial Auditor annexed to this Report is self-explanatory and does not call for anyfurther clarification.

15. Business Risk Management

Pursuant to Regulation 17(9) of the Listing Regulation 2015 the Company has laid downa robust risk management framework to inform the Board about the particulars of riskassessment and minimization procedures. Your company has formed a Risk ManagementCommittee for timely risk identification and mitigation as a better corporate governancepractice.

The risk management framework is designed to identify evaluate and assess businessrisks and their impact on company’s business. The risk assessment and minimizationprocedures are reviewed by the Board annually to ensure that executive management controlsrisk through the mechanism of a properly defined framework. The framework is aimed atcreating and protecting shareholder/stakeholder value by minimizing threats and losses andidentifying and maximizing opportunities.

16. Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

The requisite information with regard to conservation of energy technology absorptionand foreign exchange earnings and outgo as required to be disclosed pursuant to Section134(3)(m) of the Companies Act 2013 read with Rule 8 of Companies (Accounts) Rules 2014is given to the extent applicable in "Annexure II" to this report.

17. Corporate Governance

Your Company is committed to maintain the highest standards of ethics and governanceresulting in enhanced transparency for the benefit of all stakeholders. Your Company hasimplemented all the stipulations enshrined in the SEBI (Listing Obligations and DisclosureRequirements)Regulations2015(ListingRegulations)and the requirements set out by theSecurities and Exchange Board of India. The Report on Corporate Governance as stipulatedunder Regulation 27 of the Listing Regulations forms a part of this report as"Annexure III". The requisite Certificate from the Statutory Auditors of theCompany M/s Singhi & Co. Chartered Accountants confirming compliance with theconditions of Corporate Governance stipulated under Regulation 27 of the ListingRegulations is annexed to the Report on Corporate Governance which forms part of thisreport.

18. Corporate Social Responsibility

In conformity with Section 135 of the Companies Act 2013 and Rules made thereunderyour Company had formed a Corporate Social Responsibility ("CSR") Committee tooversee the CSR Activities initiated by the Company during the financial year underreview. The details of Committee and its terms of reference are set out in the CorporateGovernance Report forming part of the Board’s Report. Your company has adopted a CSRPolicy for the Company which provides a broad framework with regard to implementation ofCSR Activities carried out by the Company in accordance with Schedule VII of the CompaniesAct 2013. The CSR Policy may be accessed on the Company’s website at the link:http:// sutlejtextiles.com/assets/pdf/policy/csr-policy-2014-adopted-13-05-2014.pdf.During the financial year 2016-17 the Company has spent Rs. 6.32 crores towards CSRactivities as against Rs. 0.19 crores spent during the financial year 2015-16. TheCompany’s key objective is to make a difierence to the lives of the underprivilegedand is committed to CSR engagement. The work of your company has been duly acknowledgedand appreciated by the concerned State Governments and communities. A report on CSRactivities as prescribed under the Companies Act 2013 and Rules made thereunder isannexed herewith as "Annexure IV".

19. Vigil Mechanism / Whistle Blower Policy

Your company has in place a vigil mechanism for directors and employees to reportconcerns about unethical behaviour actual or suspected fraud or violation of yourcompany’s code of conduct.

Under the Vigil Mechanism of the Company which also incorporates a whistle blowerpolicy in terms of the Regulation 22 of Listing Regulations 2015 protected disclosurescan be made by a whistle blower through an e-mail or dedicated telephone line or a letterto the Task Force or to the Chairman of the Audit Committee. Adequate safeguards areprovided against victimization to those who avail of the vigil mechanism and direct accessto the Chairman of the Audit Committee. The Chairman of the Audit Committee can becontacted at: acwhistleblower@sutlejtextiles.com

The Policy on vigil mechanism and whistle blower policy may be accessed on theCompany’s website at the link:http://sutlejtextiles.com/assets/pdf/policy/whistle-blower-policy-adopted-13-05-14.pdf.

20. Prevention of Sexual Harassment at Workplace

As required under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and Rules framed thereunder the Company has implemented a policyon prevention prohibition and redressal of sexual harassment at the workplace. This hasbeen widely communicated internally. Your Company has constituted Internal ComplaintsCommittees (ICC) which includes two women members to redress complaints relating tosexual harassment at its workplaces. During the year no complaints were filed/received bythe Company.

21. Significant and Material Orders Passed By The Regulators Or Courts

There are no significant or material orders passed by the Regulators / Courts whichwould impact the going concern status of the Company and its future operations.

22. Extract of Annual Return

In terms of the provisions of Section 92 (3) of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 the extract of the Annual Return inform MGT-9 for the Financial Year ended March 31 2017 is annexed herewith as"Annexure V" to this Report.

23. Particulars of Employees

Disclosures pertaining to remuneration and other required information pursuant toSection 197 (12) read with Rule 5 of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of employees of the Company is providedherewith under "Annexure VI" which forms part of the Report.

24. Human Resources:

Your Company believes that its employees are one of the most valuable assets of theCompany. During the year under review the Company organized various training programs atall level to enhance skills of the employees. As on 31st March 2017 total employeestrength at Sutlej was over 15231. The employees are deeply committed to the growth ofthe Company.

25. Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013: a. that in the preparation of the annualfinancial statements for the year ended March 31 2017 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any;

b. that such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of afiairs of the Company as at March 31 2017 and of theprofit of the Company for the year ended on that date;

c. that proper and suficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating efiectively;

f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating efiectively.

26. Acknowledgements

Your Directors would like to express their sincere appreciation for assistance andco-operation received from the various stakeholders including financial institutions andbanks Governmental authorities and other business associates who have extended theirvaluable support and encouragement during the year under review.

Your Directors take the opportunity to place on record their deep appreciation of thecommitted services rendered by the employees at all levels of the Company who havecontributed significantly towards Company’s performance and for enhancing itsinherent strength. Your Directors also acknowledge with gratitude the encouragement andsupport extended by our valued shareholders.

For and on behalf of the Board
Place: Mumbai (C.S. Nopany)
Dated: 18.05.2017 Executive Chairman