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Sutlej Textiles and Industries Ltd.

BSE: 532782 Sector: Industrials
NSE: SUTLEJTEX ISIN Code: INE645H01019
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OPEN 945.00
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VOLUME 215
52-Week high 988.00
52-Week low 650.00
P/E 11.22
Mkt Cap.(Rs cr) 1,531
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

Your Directors are pleased to present their Eleventh Annual Report on the business andoperations of your Company along with the audited financial statements for the year ended31st March 2016.

1. Financial Results

Financial Results of the Company for the year under review along with the figures forprevious year are as follows:

1.1 Highlights of Performance

Revenue from operations (Gross) stood at C227177.34 Lakhs as compared to C187858.42Lakhs in FY 2014-15; Profit before Tax for the FY 2015-16 was C17602.89 Lakhs as comparedto C14822.31 Lakhs in FY 2014-15; Profit after tax for the FY 2015-16 was C14335.84 Lakhsas compared to C11545.90 Lakhs in FY 2014-15.

1.2 Financial Results

Particulars Year ended 31st March 2016 Year ended 31st March 2015
Revenue from Operations (Gross) 227177.34 187858.42
Gross Profit 26428.36 21881.21
Less: Depreciation and Amortisation Expenses 8437.70 6990.73
Exceptional Item 387.77 68.17
Taxation:
- Current 3586.00 3155.00
- MAT Credit (entitlement)/ Utilised (1806.19) (300.00)
- Earlier years - (2.38)
- Deferred (net) 1487.24 423.79
Profit after Tax 14335.84 11545.90
Add: Balance brought forward from the previous year 40678.69 32304.60
Profit available for appropriation 55014.53 43850.50
Appropriations:
Proposed dividend 2129.77 1638.29
Corporate dividend tax 433.57 333.52
Transfer to the general reserve 1500.00 1200.00
Balance in statement of profit and loss 50951.19 40678.69
TOTAL 55014.53 43850.50

The Company proposes to transfer an amount of C1500 Lakhs to the General Reserves. Anamount of C 50951.19 Lakhs is proposed to be retained in the Statement of Profit andLoss.

2. Dividend

Your Directors are pleased to recommend dividend of C13/- per share for the year ended31st March 2016 subject to shareholders’ approval at the forthcoming Annual GeneralMeeting. The total amount of dividend to be paid to the shareholders will be C2563.34lakhs (inclusive of dividend tax).

3. Share Capital

The paid up Equity Share Capital as on March 31 2016 was C1638.29 lakhs comprising of16382862 Equity Shares of C10/- each. During the year under review the Company has notissued any further shares to the members or general public.

4. Finance

4.1 Cash and cash equivalents as at 31st March 2016 was C233.18 Lakh. The companycontinues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check through aprocess of continuous monitoring.

4.2 Rating

Your Company rating has been upgraded/reaffirmed by CARE and India Ratings and ResearchPrivate Ltd (Fitch Group) as under:- i. a) CARE AA- (Double A Minus) for Long-TermBank facilities (Term Loan/Fund based) from CARE A+ (Single A Plus) which indicates highdegree of safety regarding timely servicing of financial obligations and suchfacilities carry very low credit risk

b) CARE A1+ (A One Plus) for Short-Term Bank facilities (Fund based/Non-Fundbased) and Commercial Paper which indicates a very strong degree of safety regardingtimely payment of financial obligations and such facilities carry lowest credit risk

ii. a) ‘IND AA-’ with stable Outlook for Long-Term Issuer Rating andBank facilities from ‘IND A+’ with stable Outlook which indicates high degree ofsafety regarding timely servicing of financial obligations and such facilities carry verylow credit risk

b) ‘IND A1+’ for Short term bank facilities from ‘IND A1’which indicates a very strong degree of safety regarding timely payment of financialobligations and such facilities carry lowest credit risk.

4.3 Deposits

The Company has discontinued its Fixed Deposit Scheme with effect from 31st March 2014and has not accepted Deposits from the public falling within the ambit of Chapter V of theCompanies Act 2013. As on March 31 2016 there were no unclaimed/outstanding deposits oraccrued interest with respect to deposits.

4.4 Particulars of Loans Guarantees or Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

5. Expansions and Acquisition and other Capital Projects

The financial year under review witnessed a great deal of expansion activities carriedout by your company through organic as well as inorganic means. The details of theexpansion projects are given as under:

5.1 Acquisition of Birla Textile mills (BTM)

The transaction for acquisition of Birla Textile Mills (BTM) as a going concern onslump sale basis has been successfully concluded on September 30 2015 on receivingstatutory approvals and payment consideration of C232.63 crore less term loans. Theeffective date of acquisition is 1st April 2015. BTM has a capacity of 83376 spindlesmanufactures cotton synthetic & blended yarn in Grey & dyed form.Post-acquisition spinning capacity enhanced and stands at 377688 spindles as on 31stMarch 2016.

5.2 Value Added Cotton Melange and Cotton Blended Dyed Yarn Expansion Project at RTMBhawanimandi

The Company is in the process of implementing a major expansion project of 35280spindles at its Bhawanimandi unit to manufacture value added cotton mlange and cottonblended dyed yarn involving a capital outlay of about C270 crore. The company has spentapproximately C64 crore on this project during the year. Post this expansion theCompany’s total yarn spinning capacity will reach at 412968 spindles. The additionof the new capacity will enable the Company to further strengthen its position as aleading player in the niche Cotton Mlange and cotton blended dyed yarn segment.

5.3 Expansion of Operations at Damanganga Home Textiles Daheli Bhilad

Your Company is expanding the operations at one of its units viz. Damanganga HomeTextiles Daheli Bhilad Gujarat at a cost of

C88.50 crore. The project is under implementation and will be completed in phases bythe end of FY 2016-17. The same will result in increasing its capacity in existingfacility to 9.6 Mn metres p.a. The expansion of operations in Home Textile Division willensure further strengthening of Company’s end to end operations from Yarn to HomeTextile.

5.4 Modernisation

Further the Company has spent C96 Crores on modernization balancing equipments anddebottlenecking at all its units during 2015-16. The capital purchases were financed byinternal accruals and term loans from Banks.

6. Directors

6.1 The company’s Board of Directors comprises Eight members Six of whom areNon-executive Directors and two Executive Directors viz. Executive Chairman and WholetimeDirector. The Non-executive Directors are eminent professionals with vast experience ofindustry finance and law.

6.2 Meetings of the Board

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year under review Eight Board Meetings and Seven Audit Committee Meetings wereconvened and held the details of which are given in the Corporate Governance Reportforming part of this Annual Report. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

6.3 All the Independent Directors of the Company have been appointed for a termof 5 consecutive years from the date of their appointment / regularization in the AnnualGeneral Meeting. All Independent Directors have given declarations that they meet thecriteria of independence as laid down under section 149(6) of the Companies Act 2013 andListing Regulations 2015.

6.4 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 itsBoard Committees. The manner of evaluation has been explained in the Corporate GovernanceReport.

6.5 In accordance with the provisions of the Companies Act 2013 and in terms ofthe Memorandum and Articles of Association of the Company Shri C. S. Nopany retires byrotation and is eligible for reappointment at the forthcoming Eleventh Annual GeneralMeeting.

6.6 Shri Sukhvir Singh ceased to be Director of the Company w.e.f. close of work on03rd November 2015.

6.7 Remuneration Policy

The Board on the recommendation of the Nomination & Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management personnel and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report and isalso available on the Company’s Website. The Policy contains inter-aliadirectors’ appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director etc. The policy isavailable on the website of the Company at the weblink: http://sutlejtextiles.com/pdf/policy/Remuneration-Policy.pdf

6.8 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/pdf/policy/FamiliarisationPrograme.pdf

7. 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 annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures 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 affairs of the Company as at March 31 2016 and of theprofit of the Company for the year ended on that date;

c. that proper and sufficient 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 effectively;

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

8. 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 except Acquisition ofBirla Textile Mills (a Division of Chambal Fertilisers and Chemicals Ltd.) by virtue ofShri C. S. Nopany being Director in your Company as well as Chambal and holding more thantwo percent of equity shares alongwith his relatives in Chambal Fertilisers and ChemicalsLtd.

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 Accounting Standards (AS18)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/pdf/policy/Policy-on-Related-Party-Transactions. pdf

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

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

10. Vigil Mechanism / Whistle Blower Policy

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Regulation 22 of Listing Regulations 2015 includes an Ethics &Compliance Task Force comprising senior executives of the Company. 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. The Policy on vigil mechanismand whistle blower policy may be accessed on the Company’s website at the link:http://sutlejtextiles.com/pdf/policy/Whistle-Blower-Policy-adopted-13.05.14.pdf

11. Auditors Report

The Notes on Accounts and the observations of the Auditors in their Report on theAccounts of the Company are self-explanatory and in the opinion of the Directors do notcall for any further clarifications.

12. Auditors

12.1 Statutory Auditor

The Company’s Auditors M/s. Singhi & Co. Chartered Accountants Delhi (RegNo. 302049E) who retire at the ensuing Annual General Meeting of the Company are eligiblefor reappointment. They have confirmed their eligibility under Section 141 of theCompanies Act 2013 and the Rules framed thereunder for reappointment as Auditors of theCompany. As required under the Listing Regulation 2015 the auditors have also confirmedthat they hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India.

12.2 Branch Auditor

The Company’s Branch Auditors M/s. S.R. Batliboi & Co. LLP. CharteredAccountants (Reg No. 301003E) retire at the conclusion of Annual General Meeting and areeligible for re-appointment. Requisite Consent and Certificates from the Auditors havebeen received to the effect that their re-appointment if made would be within the limitsprescribed under Chapter X of the Companies Act 2013 and Companies (Audit and Auditors)Rules 2014 under the said Act. Further they also hold a valid certificate issued by thePeer Review Board of the ICAI as required under Regulation 33 of listing Regulation 2015.

12.3 Internal Auditors

The Board of Directors upon the recommendation of the Audit Committee of theBoard on 11th May 2016 has appointed M/s. Vaish & Associates Chartered Accountants(FRN:005388N) as Internal Auditors of the Company. They have confirmed their eligibilityand has granted consent to act as Internal Auditors of the Company.

12.4 Cost Auditors

Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyare required to be audited. Your Directors had on the recommendation of the AuditCommittee appointed M/s. K. G. Goyal & Associates Jaipur (Reg No. FRN-000024) toaudit the cost auditing records relating to Company’s units Rajasthan Textile MillsChenab Textiles Mills Birla Textile Mills and Damanganga Home Textiles for the financialyear 2016-17 on a remuneration of C1.70 lakhs (excluding service tax). The appointment issubject to the approval of the Central government. As required under the Companies Act2013 the remuneration payable to the cost auditor is required to be placed before theMembers in a general meeting for their ratification. Accordingly a Resolution seekingMember’s ratification for the remuneration payable to K.G.Goyal & AssociatesCost Auditors is included in the Notice convening the Annual General Meeting.

12.5 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 Company appointedM/s. R. Chouhan & Associates Company Secretary in Practice to undertake theSecretarial Audit of the Company for the year under review. The Audit Report annexed alongwith observations of the Auditor is self-explanatory and does not call for any furtherclarification.

13. Business Risk Management

Pursuant to Regulation 17(9) of the Listing Regulation 2015 the Company has laid downa framework to inform the Board about the particulars of risk assessment and minimizationprocedures. These procedures are reviewed by the Board annually to ensure that executivemanagement controls risk through the mechanism of a properly defined framework.

The Company has a robust Business Risk Management framework to identify evaluateaccess business risks and their impact thereupon. The key business risk elementsidentified by the Company and bifurcated under different Heads are as under:

I. Operations: This head includes risk elements such as Non-availability ofLabour Labor Unrest Non-availability of Power Non-Availability of Water BreakdownNon-availability of Competent Personnel Pollution Control Legal Compliance SafetyLogistics / Transport Machinery Spares and Equipment Issues etc.

II. Raw Materials: This head covers Cost of Raw Materials Non-Availability ofRaw Materials etc.

III. Financial: This head covers risk elements such as Dwindling FinancialRatios Foreign Exchnage Fluctuations Drop in Credit Rating Investor Relations FraudInadequate Insurance etc.

IV. Market: This head includes risk elements such as Price of Finished ProductsDemand Supply Mismatch Substitute Products Bad Debts Service / Product ComplaintsBrand Image etc.

Each element of Risk mentioned above is measured on a scale of 100 based on theprobability of risk and based on such assessment the risk is further classified under 6categories from "A" to "F" where "A" denotes highest riskperception and "F" denotes lowest risk perception.

The Impact of each element of assessed risk is also measured on a scale of 100 in termsof impact on profits of the Company and is further classified under 6 categories from"A" to "F" as mentioned above.

14. Internal Financial Control System

The Company has a robust and comprehensive Internal Financial Control systemcommensurate with the size scale and complexity of its operation. The system encompassesthe major processes to ensure reliability of financial reporting compliance withpolicies procedures laws and regulations safeguarding of assets and economical andefficient use of resources.

The Company has performed an evaluation and made an assessment of the adequacy and theeffectiveness of the Company’s Internal Financial Control System. The StatutoryAuditors of the Company have also reviewed the Internal Financial Control systemimplemented by the Company on the financial reporting and in their opinion the Companyhas in all material respects adequate Internal Financial Control system over FinancialReporting and such Internal Financial Controls over Financial Reporting were operatingeffectively as on 31st March 2016 based on the internal control over Financial reportingCriteria established by the Company.

The policies and procedures adopted by the company ensures the orderly and efficientconduct of its business and 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 Internal auditors continuously monitor the efficacy 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 effectiveness of theorganisation’s risk management with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal auditors.The Audit Committee also meet the Company’s Statutory Auditors to ascertain theirviews on the financial statements including the financial reporting system and complianceto accounting policies and procedures followed by the Company.

15. 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 in terms of the Section 134(3)(m) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 is given in "AnnexureI" to this report.

16. 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 2015 by way of "Annexure II" to this report.

17. Corporate Governance

Your Company is committed to maintain the highest standards of

43 ethics and governance resulting in enhanced transparency for the benefit of allstakeholders. The Company fully complies with the governance practices as enunciated inthe Listing Regulations 2015. As per the Listing Regulations 2015 with stock exchangesand the requirements set out by the Securities and Exchange Board of India the Companyhas implemented all the stipulations prescribed. The Company has adopted a Code ofConduct which is applicable to the Board members and senior management in accordancewith Regulation 26(3) of the Listing Regulations 2015. The Report on Corporate Governanceas stipulated under Regulation 27 of the Listing Regulations 2015 forms a part of thisreport as "Annexure III". The requisite Certificate from the Statutory Auditorsof the Company M/s Singhi & Co. Chartered Accountants confirming compliance withthe conditions of Corporate Governance as stipulated under the aforesaid Regulation 27 ofthe Listing Regulations 2015 is annexed to the Report on Corporate Governance. TheGeneral Shareholders Information annexed to the Report forms a part of the Report.

18. Corporate Social Responsibility

As a responsible corporate citizen your Company continue to be partners in growthaligning our initiatives with the local government’s campaigns for socialempowerment such as Swachh Bharat etc. The Company believes that the ultimate objectiveof your Company is to benefit local communities through initiatives which contribute tonation building.

Your Company had formed a Corporate Social Responsibility ("CSR") Committeein conformity with Section 135 of the Companies Act 2013 and Rules made thereunder 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. The CSR Committee had adopted aCSR Policy for the Company which provides a broad framework with regard to implementationof CSR Activities carried out by the Company in accordance with Schedule VII of theCompanies Act 2013 which may be accessed on the Company’s website at the link:http://sutlejtextiles.com/pdf/ policy/SUTLEJ-CSR-Policy-2014-Adopted-13.05.2014.pdf Areport on CSR activities as prescribed under the Companies Act 2013 and Rules madethereunder is annexed herewith as "Annexure IV".

19. Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘Act’) and Rules made thereunder yourCompany has constituted Internal Complaints Committees (ICC) at its workplaces. During theyear no complaints were filed with the Company.

20. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure V".

21. Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is provided herewith as "Annexure VI" which forms part of theReport.

22. Acknowledgements

Your Directors would like to express their sincere appreciation for assistance andco-operation received from the various stake holders 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 : New Delhi (C.S. Nopany)
Dated : 11.05.2016 Executive Chairman

Annexure-I

To the Directors’ Report

Disclosure of particulars with respect to Conservation of Energy Technology Absorptionand Foreign Exchange Earnings and Outgo as required under Section 134 (3) (m) of TheCompanies Act 2013 read with Rule 8 (3) of the Companies (Accounts)Rules 2014.

Annexure – I

A) Conservation of Energy

1) Energy Conservation measures taken:

Conservation of energy is an essential step towards overcoming energy crisisenvironmental degradation & global competitiveness. The Company is making continuousefforts to conserve energy by affecting process & machinerymodificationsimplementation of technological advancements development of newer methodsmaintenance waste heat recovery etc. These measures lead to savings in terms of energymoney and time. Besides continuing the measures taken in earlier years followingadditional steps were taken during the year 2015-16 with a view to reduce cost of energyand consequently the cost of production:

Spinning

a) Replacement of 8550 Nos. Ordinary Tube lights with LED lights at a cost of C68 lakhsresulting in saving of 2555 kWh/day and C49 lakhs per annum.

b) Replacement of 26 Nos old fans of WCS with energy efficient fans at the cost of C144lakhs resulting in saving of 3725 kWh/ day and C52 lakhs per annum.

c) Replacement of 33 sets of old DC motors of Trumac Cards with energy efficient ACmotors at a cost of C37 lakhs resulting in savings of 799 kWh/day which resulted in savingof C10 lakhs per annum.

d) Replacement of 20 Nos of old motors with energy efficient motors at a cost of C9lakhs resulting in savings of 194 kWh/day and C5 lakhs per annum. e) Replacement of 60Nos. old Humidification plant fans and motors with energy efficient fans and motors at acost of C77 lakhs resulting in savings of 1111 kWh/day and C30 lakhs per annum.

f ) Replaced 2 Nos. old Compressors with new at a cost of C41 lakhs resulting insavings of 600 kWh/day and C13 lakhs per annum. g) Various other misc measures taken atthe cost of C7 lakhs resulting in savings of 704 kWh/day and C11 lakhs per annum.

Home Textiles a) Installed Water Chiller Air conditioning system in place ofHumidification plant at a cost of C128 lakhs which resulted in savings of 324 KWh/ day andC9 lakhs per annum. b) Replacement of 8 Nos. 120 W LED & 70 Nos 30w LED at a cost ofC3 lakhs which resulted in savings of 34 kWh/day and C1 Lakh per annum. c) Various othermeasures taken in earlier years are continuing.

FORM – A

A) Power and Fuel Consumption:

1. Electricity:
(a) Purchased: 2015-2016 2014-2015
Units (in lakhs) 3980.94 2871.77
Total Cost (C in lakhs) 16283.58 11056.37
Rate/Unit (C) 4.09 3.85
(b) Own Generation:
(i) Through Diesel Generators
Units (in lakhs) 13.33 12.85
Units per litre of Diesel Oil (KWH/Ltr.) 3.31 3.55
Cost/Unit (C) 13.70 15.08
(ii) Through Furnace Oil Generators
Units (in lakhs) 13.84 2.19
Units per litre of Furnace Oil 3.88 3.01
Cost/Unit (C) 8.60 14.37
(iii) Through Thermal Power Plant
Units (in lakhs) 236.87 309.29
Units per MT of Coal (including lignite) 832.48 846.36
Cost/Unit (C) 5.00 3.90
2. Coal - (a) Steam Coal
Quantity(Tons) 17283.77 14636.97
Total Cost (C in lakhs) 859.98 742.91
Average Rate (C)/ Ton 4975.65 5075.55
(b) Pet Coke
Quantity(Tons) 12538.24 10410.00
Total Cost (C in lakhs) 1191.61 1147.45
Average Rate(C)/ Ton 9504.00 11022.54
3. Furnace Oil
Quantity (Kilo Litres) 357.14 72.95
Total Cost (C in lakhs) 119.07 31.51
Average Rate (C Per Kilo Litre) 33339.87 43193.97
(B) Consumption per unit of production:
Electricity Per Ton of Yarn Production (Units) @ 4295 4144
Coal per Ton of Yarn Production (Tons) # 0.261 0.225
Pet Coke per Ton of Yarn Production (Tons) # 0.177 0.211
Electricity per thousand meters of Grey fabrics(units) 0 666
Electricity per thousand meters of Processed fabrics(units) 261 287
Electricity per thousand meters of Home Furnishings (units) 1014 1056
Coal per thousand meters of processed fabrics (Tons) 0.51 0.47

@ depends on count ply dyed or grey etc.

# depends on quantum of dying

2. Energy Conservation plan for 2016-17

Spinning

Following measures are contemplated to save energy consumption during the year 2016-17:

a) To renovate Compressed air line to block leakage at a cost of C20 lakhs which isexpected to result in saving of 3000 kWh/day and C66 lakhs per annum.

b) To replace 8000 nos. FTL by LED lights at a cost of C55 lakhs which is expected toresult in saving of 2304 kWh/day and C59 lakhs per annum.

c) To install inverters on H Plant supply & return air fan in TFO shed at a cost ofC28 lakhs which is expected to result in saving of 768 kWh/day and C8 Lakhs per annum.

d) To replace existing Supply and Return Air Fan and motors with energy efficient fansand motors in H Plant at a cost of C87 lakhs which is expected to result in saving of 2450kWh/day and C57 lakhs per annum.

e) To replace 82 Nos old 25 KW low efficiency motors with energy efficient motors at acost of C49 lakhs which is expected to result in saving of 809 kWh/day and C9 lacs perannum.

f ) To replace Main Centrifugal fan in WCS with energy efficient fans and motors at acost of C46 lacs which is expected to result in saving of 1608 kWh/day and C45 lakhs perannum.

g) To replace 2 Nos old Waste Collection System of Carding and Blow Room with newenergy efficient system at a cost of C120 lakhs which is expected to result in saving of2025 kWh/day and C22 lacs per annum.

h) To upgrade Condensate recovery system and to install Ash-refiring system in Boilerat a cost of C50 lakhs which is expected to result in saving of 407 M.T Pet Coke andsavings of C33 Lakhs per annum.

i) To install invertors on 19 Nos. Ring Frame at a cost of C35 lakhs which is expectedto result in saving of 1070 kWh/day and C25 lakhs per annum. j) To Install Heatingconversion from Electricity to Steam on Wartsila Aux. at a cost of C7 lacs which isexpected to result in saving of C10 lakhs per annum.

Home Textiles

1) To replace 7 old motors by energy efficient motors at a cost of C10 lakhs which isexpected to result in saving of 33 kWh/day and C1 lakh per annum

2) To replace humidification system with water chiller air condition system at a costof C150 lakhs which is expected to result in saving of 504 kWh/day and C13 lakhs perannum.

3) To replace 250 Nos. FTL 36w to 20w LED tubes at cost of C2 Lakhs which is expectedto result in saving of 96 kwh/day and saving of C3 Lakhs per annum.

4) To replace existing Steam and condensate line at the cost of C50 lakhs which isexpected to result in saving of C36 lakhs per annum.

3. Impact of measures at (A) & (B) for reduction of energy consumption andconsequent impact as the cost of production of goods:

The estimated savings are mentioned against each item (A) & (B).

FORM – B

Disclosure of particulars with respect to technology absorption (to the extentpossible)

B) Technology Absorption

1) Research and Development (R&D)

Spinning a) Specific area in which R&D carried out by the company

The Company has well equipped most modern & state of the art Quality Testing &Development equipments managed by committed team of highly qualified and experiencedprofessionals. We have latest technological equipments like Uster – 5 EvennessTester HVI Spectrum Tenso Jet-4 Advance Fibre Information System ie. AFISPRO –LMNT Classimat – 5 Yarn Fault Classifying System Lab Expert System all from UsterLab Dyeing and Sample Development Systems including Auto Dispenser Beaker Dyeing machinesetc. Besides Company has full-fledged Yarn Development Centers separately for cottonmlange yarns and synthetic yarns. These centers have machines from Blowroom to Finishingfor quick preparation of samples of new yarn. All required tests on Fibre Yarn andProcess material are being carried out. New varieties of yarn are being developed onregular basis having different blends shades twists etc. The Company is also havingISO9001-2008 Usterised Oeko-Tex and GOTS/EKO & Organic Exchange Certificate.

b) Benefits derived as a result of above R&D

These measures have helped in production of value added new products. Besides variousstudies and experiments were undertaken to save energy improve productivity and qualitycontrol costs etc.

c) Future plan for action

Company is going to set up one more Mlange Development Centre To purchase 1 no.Masdan miniature machineNew Melange development centre Further Company also intends toinstall one miniature lab of small sample of Yarn.

Home Textiles a) Specific area in which R&D carried out by the company

The Company has full-fledged design and development centre for development of newdesigns of Home Textile products having different basic material colours weavetextures design etc as per new trends and requirement of Customers. During the year manynew varieties were developed and produced the centre is manned by professional designersand most sophisticated imported design softwares are being used. Besides Company has allrequired hardware and software facilities for development of new varieties of Home Textileproducts.

b) Benefits derived as a result of above R&D

These measures have helped in production of value added varieties having designs as perlatest trends.

c) Future plan for action

The Company will continue to upgrade existing facilities by addition of new hardwareand software and will strengthen soft skills.

d) Expenditure incurred towards R&D (RsIn lakhs)
2015-16
a) Capital 219.97
b) Recurring 269.80
c) Total 489.77
d) Total R&D Expenditure as a percentage of 0.220%
Total Turnover

2) Technology Absorption Adaptation and Innovation

Spinning

The Company is having latest state of the art Plant and machinery and following policyof continuous modernization & updation of machines. For technology absorptionadoption and Innovation the following capital expenditure has been incurred:

a) Incurred C1647 lakhs on replacement of old technology plant machinery &equipments.

b) Incurred C2924 lakhs on addition & modifications of existing plant andmachinery.

c) Incurred C517 lakhs on purchase of machines and equipment for debottlenecking.

Home Textiles

The Company is having latest state of the art Plant and machinery and plan forcontinuous modernization & updation of machines. For Technology absorption adoptionand Innovation the following capital expenditure have been incurred:

a) Incurred C161 lakhs on replacement of old technology plant machinery &equipments.

b) Incurred C1762 lakhs on addition of latest technology machines and equipments underExpansion Programme.

c) Incurred C33 lakhs on purchase of machines and equipments for debottlenecking.

5) Foreign Exchange Earnings & Outgo a) Activities relating to exportsinitiatives taken to increase exports development of new export markets for products andservices and export plans.

The company has taken effective steps for exports. During the year the Companyachieved satisfactory export performances. The Company is conscious of the challengesposed by the international market and will continue to take steps towards developingexports and concentrate on products with the widest acceptability in the export market.

b) Total foreign exchange earned and used

2015-16
i) Foreign Exchange Earned 57327.23
ii) Foreign Exchange Used 4977.55

Annexure IV

Annual report on CSR activities to be Included in the Board’s Report

1. A brief outline of the company’s CSR policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programs.

The Company has framed a CSR Policy in compliance with the provisions of the CompaniesAct 2013 and the same is placed on the website of the Company and the web link for thesame is http://sutlejtextiles.com/pdf/policy/SUTLEJ-CSR-Policy-2014-Adopted-13.05.2014.pdf

2. The composition of the CSR Committee:

(i) Shri U.K. Khaitan Chairman
(ii) Smt. Sonu Bhasin Member
(iii) Dr. Mahmoodur Rahman Member
(iv) Shri Amit Dalal Member

3. Average net profit of the company for the last three financial years: C14262.18Lakhs 4. Prescribed CSR Expenditure [2 percent of the amount as in item 3 above): C285.24Lakhs 5. Details of CSR spend during the financial year.

(a) Total amount to be spent for the financial year : C285.24 Lakhs (b) Total amountspent during the financial year : C19.10 Lakhs (c) Amount unspent if any : C266.14 Lakhs

(d) Manner in which the amount spent during the financial year is detailed below.

(1) (2) (3) (4) (5) (6) (7) (8)
CSR project or activity identified. Sector in which the Project is covered. Projects or programs (1) Local Area or other (2) Specify the State and district where projects or programs was undertaken. Amount outlay (budget) project programs wise D ( in Lakhs) Amount spent on the projects or programs Sub-subheads (1) Direct expenditure on projects or programs. Overheads: Cumulative expenditure upto the reporting period (D in Lakhs) Amount spent: Direct or through implementing agency D ( in Lakhs)
(Rs in Lakhs)
1 Two Nos. Voltas Water coolers in Nagarpalika B’mandi Town Promotion of healthcare activities safe drinking water etc Rajasthan Textile Mills Bhawanimandi 1.00 0.91 0.91 Amount directly spent by the Company
2 2 nos. Sintex Water Storage Tanks (5000 Ltr. Capacity) with civil work and fittings in Bheemnagar Bhawanimandi (Gram Panchayat-Guradia) mana Promotion of healthcare activities safe drinking water etc Rajasthan Textile Mills Bhawanimandi 0.75 0.64 1.55 Amount directly spent by the Company
3 Police Martyrs North Zone T-20 Cricket Tournaments at Kathua Promotion of sports activities Chenab Textile Mills Kathua (J&K) 5.50 5.25 6.80 Amount directly spent by the Company
4 National Conference On Role of Mathematics & Computer Science Promotion of education activities Chenab Textile Mills Kathua (J&K) 0.50 0.50 7.3 Amount directly spent by the Company
5 - 5 Nos.traffic Barriers for traffic control on railway road Promotion of social activities Chenab Textile Mills Kathua(J&K) 0.60 0.59 7.89 Amount directly spent by the Company
- Distemper and paint work expenses at community hall at Sawanchak 3.25 3.14 11.03
- Construction of One Hall at Panchyat Halqua Govindsar 2.50 2.26 13.29
-Construction of RCC benches at cremation ground & community shed 1.00 1.08 14.37
-Construction of One Hall at Panchyat Halqua Pathari (Under Construction) 2.00 2.06 16.43
-Further expenses incurred for flood relief operation at Kashmir 0.00 1.67 18.10
6 -Contribution to Parichay Mahila Seva Sangh to promote Swachh Bharat Abhiyaan Basic Hygiene Healthcare Promotion of Health care activities Chenab Textile Mills Kathua(J&K) 1.00 1.00 19.10 Amount directly spent by the Company

6. In case the company has failed to spend the two percent of the average net profitof the last three financial years or any part thererof the company shall provide thereasons for not spending the amount in its Board report.

Reasons for Amount unspent:

a) The Company is in the process of identifying suitable projects for its CSR spend.Company has identified and decided to take up various works in FY 2016-17 under"MUKHYAMANTRI JAL SWAVLAMBAN ABHIYAN" (MJSA) in the State of Rajasthan ) onwater conservation development of water bodies and other water resources for addressingproblem of water shortage.

b) The Company also intends to participate in projects for providing of safe drinkingwater various programmes under Swacch Bharat Abhiyan promoting health care serviceseducation promotion of sports cultural and social activities construction of roads anddrains etc. for the benefit of the people at large in the area of its activity.

7. Responsibility Statement of the CSR Committee: The CSR committee confirms that theimplementation and monitoring of CSR Policy is in compliance with the CSR objectives andPolicy of the Company.

s/d s/d
U.K. Khaitan S.K. Khandelia
Chairman President & CEO
CSR Committee

Annexure- VI to the Directors’ Report -

Particulars of Employees

The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the financial year 2015-16 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under :

(2) (3) (4) (5) (6) (7)
Name of Director / KMP Remuneration of Director/KMP for FY 2015-16 D ( in lakhs) Designation Percentage increase in Remuneration Ratio of Remuneration of each Director to median remuneration of employees* Comparison of the Remuneration of the Director / KMP against the performance of the Company
1. Mr. C. S. Nopany 1875000 Non Executive Chairman 0 16.18 Profit before
2. Mr. C. S. Nopany 68800000 Executive Chairman 0 593.70 Tax increased by18.76% and
3. Mr. U. K. Khaitan 200000 Non-Executive Independent Director 0 1.73 Profit After Tax increased by 24.16% in financial year
4. Mr. Amit Dalal 200000 Non-Executive Independent Director 0 1.73 2015-16
5. Mr. Rajan Dalal 200000 Non-Executive Independent Director 0 1.73
6. Mr. Rajiv K.Podar 200000 Non-Executive Independent Director 0 1.73
7. Mr M.H. Rahman 200000 Non-Executive Independent Director 0 1.73
8. Mrs Sonu Bhasin* 180274 Non-Executive Independent Director 0 1.56
9. Mr. Sukhvir Singh** 118904 Non-Executive Director 0 1.03
10. Mr. S. K. Khandelia 37886023 President & Chief Executive Officer 26.45 N.A.
11. Mr. Dilip Ghorawat 6990649 Whole-time Director & Chief Financial Officer 6.80 60.33
12. Mr. D. R. Prabhu 2038888 Company Secretary & Compliance Officer 22.40 N.A.

*Smt. Sonu Bhasin was appointed as an independent director w.e.f.07.05.2015 ** ShriSukhvir Singh Ceased to be Director w.e.f. close of work on 03/11/2015

2. The median remuneration of employees of the Company during the financial year wasC115883/-

3. In the financial year there was an increase of 8.18% in the median remuneration ofemployees;

4. There were 14217 permanent employees on the rolls of Company as on March 31 2016;

5. Relationship between average increase in remuneration and company performance:- TheProfit before Tax for the financial year ended March 31 2016 increased by 18.76% whereasthe increase in median remuneration was 8.18%.

6. Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the Company: The total remuneration of Key Managerial Personnel increasedby 203.13% from C3.82 crore in 2014-15 to C11.57 crore in 2015-16 whereas the Profitbefore Tax increased by 18.76% to C27.81 crore in 2015-16 (Decreased C23.50 crore in2014-15).

7. a) Variations in the market capitalisation of the Company : The marketcapitalisation as on March 31 2016 was C750.34 crore ( C 510.98 as on March 31 2015) b)Price Earnings ratio of the Company was 5.23 as at March 31 2016 and was 4.43 as at March31 2015 c) Percent increase over/ decrease in the market quotations of the shares of thecompany as compared to the rate at which the company came out with the last public offerin the year- The Company came into existent as a result of demerger exercise pursuant to ascheme of arrangement between Sutlej Industries Ltd. and Sutlej Textiles and IndustriesLtd. ("The Company") approved by the Hon’ble High Court of Rajasthan Benchat Jaipur vide its Order dated 12th May2006 the entire textile division of SutlejIndustries Ltd. was transferred and vested with the Company with effect from the appointeddate Ist July 2005. Due to the aforesaid demerger there was no public offer made by theCompany.

8. Average percentage increase made in the salaries of employees other than themanagerial personnel in the financial year i.e. 2015-16 was 30.34% whereas the increase inthe managerial remuneration for the same financial year was 203.13%.

9. The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theHuman Resources Nomination and Remuneration Committee as per the Remuneration Policy forDirectors Key Managerial Personnel and other Employees.

10. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year is 36.69 11. It is hereby affirmed that the remuneration paid is as perthe Remuneration Policy for Directors Key Managerial Personnel and other Employees.

Notes: i. The remuneration of non-executive directors is exclusive of sitting fees.

B] Information pursuant to Section 197(12) of the Companies Act 2013 read with theRule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014

(1) Employed throughout the financial year and were in receipt of remunerationaggregating not less than C6000000/- per annum.

Name & Designation of the Employee Remuneration received (D) Qualifications & Experience Nature of Employment Nature of duties Date of commencement of employment Age (Yrs.) Last Employment held before joining the company
Mr. S.K. Khandelia President & Chief Executive Officer 37886023 B.Com. FCA 40 years. Regular Overall management July 01 2005 65 Sutlej Industries Ltd.
Mr. Dilip Ghorawat Whole-time Director & Chief Financial Officer 6990649 B.Com. FCA 22 years. Regular Financial Management September 16 2013 51 Sujana Metal Products Ltd.
Mr. Manoj John Vice President (Strategic Initiatives) 6377070 B.Tech (Civil) M.B.A 18 years. Regular Strategic Initiatives Management November 11 2013 44 R.N.A. Corp. Pvt. Ltd.

(2) Employed for part of the financial year and were in receipt of remunerationaggregating not less than D 500000/- per month.

Name & Designation of the Employee Remuneration received (D) Qualifications & Experience Nature of Employment Nature of duties Date of commencement of employment Age (Yrs.) Last Employment held before joining the company
Mr. C.S. Nopany Executive Chairman 68800000 CA Master Degree in Science of Industrial Administration from Carnagie Mellon University Pitsburgh USA 26 years Regular Executive management July 01 2015 50 Chairman and M.D.: Oudh Sugar Mills Ltd.
Mr. Rajeev Jain Joint President 3642765 B.Tech. (Text.)M.B.A. 34 years Regular Technical Management November 09 2015 55 Rajasthan Spg. & Wvg. Mills Ltd.

Notes:

1. Other Terms & Conditions: As per Company’s Rules and Regulations.

2. Remuneration received includes Salary Reward Encashment of Leave MedicalExpenses Premium on Personal Accident Policy Perquisites and Company’s contributionto Provident Fund and Superannuation Fund; but excludes Gratuity.

3. Above employee is not a relative of any Director of the Company.

4. Percentage of shares held:

Name of Director No of shares % of shares
Mr. C.S. Nopany 11000 0.07

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31st MARCH 2016

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

Sutlej Textile and Industries Limited CIN L17124RJ2005PLC020927 Pachpahar RoadBhawanimandi Kota Rajasthan.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Sutlej Textile and IndustriesLimited (hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31st MARCH 2016 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by Sutlej Textile and Industries Limited ("the Company") forthe financial year ended on 31st MARCH 2016 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder; (ii) TheSecurities Contracts (Regulation) Act 1956 (‘SCRA’) and the rules madethereunder; (iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings; (v) The following Regulations and Guidelines prescribed under the

Securities and Exchange Board of India Act 1992 (‘SEBI Act’) to the extentapplicable to the company:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992; (c) The Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations 2009 : not applicable as the Company has not madeany public offer of securities during the period under review;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 / Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 (effective 28th October 2014) - Notapplicable as the Company has not granted any options during the financial year underreview;

(e) The Securities and Exchange Board of India(Issue and Listing of Debt Securities)Regulations 2008 - Not applicable as the securities issued by Company were not listedduring the period under review;

(f ) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 - Not applicable as the Company has not delisted/propose to delist itsequity shares from any stock exchange during the financial year under review; (h) TheSecurities and Exchange Board of India(Buyback of Securities) Regulations 1998 - Notapplicable as the Company has not bought back/propose to buyback any of its securitiesduring the financial year under review.

(vi) The following Other Laws as applicable to the company: (a) Employees ProvidentFund and Miscellaneous Provisions Act 1952.

(b) Employees State Insurance Act 1948.

(c) Environment Protection Act 1986 and other environmental laws.

(d) Equal Remuneration Act 1976.

(e) Factories Act 1948.

(f ) Hazardous Wastes (Management and Handling) Rules 1989 and Amendment Rule 2003.

(g) Income Tax Act 1961 and Indirect Tax Laws. (h) Industrial Dispute Act 1947.

(i) Maternity Benefits Act 1961 (j) Minimum Wages Act 1948 (k) Payment of Bonus Act1965 (l) Payment of Gratuity Act 1972 (m) Payment of Wages Act 1936.

I have also examined compliance with the applicable clauses of the following:

(a) Secretarial Standards issued by The Institute of Company Secretaries of India.

(b) The Listing Agreements entered into by the Company with BSE Limited National StockExchange of India Limited and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015;

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:

1. Company has not made expenses up to limit prescribed under CSR activity. We areinformed that Company is looking for various suitable CSR proposals for implementation infuture

2. In respect of secretarial standards (SS-1) issued by ICSI the company has followthe same however in our opinion there is scope for improvement.

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act. Further during the periodcompany has appointed women director w.e.f. 07.05.2015.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent with proper time gap in advance and a system existsfor seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

The Company has obtained all necessary approvals under the various provisions of theAct where required and applicable; and As informed by the management there was penaltiesof C50000/- was imposed by BSE Limited and National Stock

Exchange of India Limited each in respect of non-appointment of woman director on orbefore 31.03.2015 during the year under review under the Companies Act SEBI Act SCRADepositories Act Listing Agreement and Rules Regulations and Guidelines framed underthese Acts against / on the Company and same was paid by the company.

The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the Code ofBusiness Conduct & Ethics for Directors and Management Personnel; The Company hascomplied with the provisions of the Securities Contracts (Regulation) Act 1956 and theRules made under that Act with regard to maintenance of minimum public shareholding.

I further report that the Company has complied with the provisions of the DepositoriesAct 1996 and the Byelaws framed thereunder by the Depositories with regard todematerialization / rematerialisation of securities and reconciliation of records ofdematerialized securities with all securities issued by the Company.

The Company has complied with the requirements under the Equity Listing Agreements andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 entered into withBSE Limited National Stock Exchange of India Limited.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report during the audit period the company has undertaken specific actionsregarding:

- Acquisition of Birla Textile Mills Baddi H.P. (unit of Chambal Fertilisers AndChemicals Limited) in which director of the company is / are interested.

I further report during the audit period there were no instances of:

(i) Public / Right / Preferential issue of shares / debentures / sweat equity or anyother securities.

(ii) Redemption / buy-back of securities.

(iii) Major decisions taken by the members in pursuance to section 180 of the CompaniesAct 2013 (iv) Merger / amalgamation / reconstruction etc.

(v) Foreign technical collaborations.

Place : JAIPUR For R. CHOUHAN & ASSOCIATES
Date : 06.05.2016 RAJENDRA CHOUHAN - PROPREITOR
COMPANY SECRETARY IN PRACTISE
FCS No. 5118
C P No.: 3726

Note: This report to be read with my letter of even date which is annexed asAnnexure and forms an integral part of this report.

ANNEXURE A

To

The Members

Sutlej Textile and Industries Limited CIN L17124RJ2005PLC020927 Pachpahar RoadBhawanimandi Kota Rajasthan

My report of even date is to be read along with this letter:-

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. My responsibility is to express as opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever required I have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws RulesRegulations standards is the responsibility of management. My examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

Place : JAIPUR For R. CHOUHAN & ASSOCIATES
Date : 06.05.2016 RAJENDRA CHOUHAN - PROPREITOR
COMPANY SECRETARY IN PRACTISE
FCS No. 5118
C P No.: 3726

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis.

There were no contracts of arrangements or transactions entered into during the yearended March 31 2016 which were not at arm’s length basis.

2. Details of contracts or arrangements or transactions at Arm’s length basis.

SL. No. Particulars Details
1. Name (s) of the related party & nature of relationship Chambal Fertilisers and Chemicals Ltd. (Shri C. S. Nopany Executive Chairman of the Company is a Director in Chambal Fertilisers and Chemicals Ltd. and holds more than 2% of its share capital alongwith his relatives.)
2. Nature of contracts/arrangements/transaction Acquisition of Birla Textile Mills [ BTM ] (a Texitle Division of Chambal Fertilisers and Chemicals Ltd.) on a going concern and on slump sale basis.
3. Duration of the contracts/arrangements/transaction Transaction completed on 30.09.2015 with all necessary statutory compliances/ approvals.
4. Salient terms of the contracts or arrangements or transaction including the value if any The purchase consideration for the acquisition of Birla Textile Mills by the Company from Chambal Fertilisers and Chemicals Ltd. was C232.63 Crores (including net current assets) subject to closing and other adjustments if any. There is no change in the Shareholding Pattern of the Company due to the aforesaid transaction. The purchase of "Birla Textile Mills" (BTM) from M/s. Chambal Fertilizers And Chemicals Limited was completed on September 30 2015 in all respects. As per the Business Purchase Agreement the purchase of BTM by the Company is effective from April 01 2015.
5. Date of approval by the Board 14th March 2015
6. Amount paid as advances if any Full payment completed on/by 30.09.2015 i.e. during F.Y. 2015-16

 

For and on behalf of the Board
Place : New Delhi C. S. Nopany
Date: 11-05-2016 Executive Chairman