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Contents
Board of Directors __________________________________________
Page Nos
2
- 2
Notice ____________________________________________________
- 11
- 14
- 23
- 24
- 29
- 30
- 31
- 51
- 53
- 55
- 57
BOARD OF DIRECTORS
Sri. B.N.Agarwal
Director
Sri. B.N.Rathi
Director
Sri. G. Ganesh
Sri. J.K.Agarwal
Executive Director
Sri. D.K.Agarwal
FACTORIES
Unit-II
SALES DEPOT
SSM Compound, No. 86,
Mangalam Road,
Tirupur, Tamil Nadu - 641 604.
NOTICE
NOTICE is hereby given that the 34th Annual General
Meeting of the Members of Suryavanshi Spinning Mills
Limited will be held on Saturday, the 28th September,
2013 at 12.00 Noon at Gayatri Gardens, Survey
No.26, Sikh village, Near Diamond Point Hotel,
Secunderabad-500 003, to transact the following
business:
ORDINARY BUSINESS
1.
2.
3.
4.
SPECIAL BUSINESS
5.
B.R.S. REDDY
VICE PRESIDENT (CORPORATE AFFAIRS)
& COMPANY SECRETARY
Place : Secunderabad
Date : 07.05.2013
NOTES
1. A MEMBER ENTITLED TO ATTEND THE
MEETING IS ENTITLED TO APPOINT A
PROXY TO ATTEND AND VOTE INSTEAD OF
HIMSELF AND SUCH PROXY NEED NOT BE
A MEMBER OF THE COMPANY.
2. PROXIES IN ORDER TO BE EFFECTIVE MUST
BE DEPOSITED WITH THE COMPANY NOT
LESS THAN 48 HOURS BEFORE THE TIME
FOR HOLDING THE MEETING.
For the
Financial Year
Date of
declaration
Due for
transfer on
2005-2006
30.09.2006
06.11.2013
2006-2007
09.08.2007
15.09.2014
ITEM NO. 2
Though Sri. D.K. Agarwal was appointed as the Wholetime Director of the Company for a period of 3 years
B.R.S. REDDY
VICE PRESIDENT (CORPORATE AFFAIRS)
& COMPANY SECRETARY
Place : Secunderabad
Date : 07.05.2013
DIRECTORS' REPORT
3.
To
The Members
4.
FINANCIAL RESULTS
Total Revenue
2012-2013
2011-2012
27,406.12
27,714.35
5.
56.80
947.51
Less: Depreciation
726.45
713.76
Financial charges
880.72
1047.93
(814.18)
5.27
2.60
(1555.64)
(816.78)
OPERATIONS
Company achieved a Total Revenue of Rs. 274.06
crores (including Other Income of Rs. 5.81 crores)
and incurred a loss of Rs.15.50 crores for the Year
ended 31st March, 2013 as against Total Revenue of
Rs. 277.14 crores (including other income of Rs.6.41
crores) and Loss of Rs.8.14 crores for the previous
year ended 31st March, 2012.
EXPORTS
During the year 2012-13 the Company's exports
were Rs. 61.21 crores (including merchant exports
of Rs. 3.53 crores) as against the previous years
export turnover of Rs. 63.78 crores (including
merchant exports of Rs. 5.91 crores).
(` in Lakhs)
Particulars
DIVIDEND
6.
FUTURE OUTLOOK
During the year under review, your Company has
undertaken expansion at its Rajna Unit, Madhya
Pradesh with an investment of Rs.16.26 Crores by
installing an additional 8400 ultra modern spindles.
The said expansion cum modernization was
completed and trial productions are under progress.
The Company also under took the up-gradation
and modernization at its units situated at Bhongir
and Aliabad in the State of Andhra Pradesh With
the expected stability of cotton prices and the
completion of ongoing modernization and expansion
schemes at its units, the prospects of the Company
are expected to be promising.
7.
CORPORATE GOVERNANCE
A separate report on Corporate Governance is
enclosed as a part of this Annual Report. A certificate
9.
DIRECTORS
Pursuant to provisions of Section 255 and 256 of
the Companies Act, 1956, Dr.Akkineni Nageswara
Rao and Sri.D.K.Agarwal, Directors will retire at
the ensuing Annual General Meeting and being
eligible, offer themselves for reappointment.
The Board regrets to record that Sri. B.N.Rathi,
Director who had been associated with the
Company for the last 24 years passed away on 10th
January, 2013. Board places on record its
condolences for the sudden demise of Sri.
ii)
iii)
iv)
(B.N.Agarwal)
Chairman & Managing Director
Place : Secunderabad
Date : 07th May, 2013
ANNEXURE - A
Details as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 read
with clause (e) of Subsection (1) of Section 217 of the Companies Act, 1956.
A.
CONSERVATION OF ENERGY
(a) Energy conservation measures taken:
An energy audit was undertaken by a firm of consultants to improve upon the energy conservation measures.
The recommendations from the audit were implemented.
(b)
Additional investments and proposals, if any, being implemented for reduction of consumption of energy Nil
(c)
Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact
on the cost of production of goods.
The above measures have contributed for the improvement in the power factor.
(d)
Total energy consumption and energy consumption per unit of production as per Form A is given below
FORM A
Form for disclosure of particulars with respect to conservation of energy
A. Power & Fuel consumption
1.
2012-13
2011-12
45114200
53833908
2339.19
2349.75
ELECTRICITY
a)
Purchased
Units (000)Apcpdcl
Total amount (Rs. lakhs)
Rate / Unit (Rs.)
Units (000)Private(IEX)
Total amount (Rs. lakhs)
Rate / Unit (Rs.)
FSA Charges (Rs. lakhs)
b)
5.19
4.36
6639490
477.56
7.19
754.43
Own Generation
i)
190309.82
23475.42
10.14
10.34
47.00
44
872.44
740.00
FURNACE OIL
N.A
N.A
4.
N.A
N.A
B.
2.
3.
4.
Expenditure on R & D
i)
Capital
ii)
Recurring
iii) Total
iv) Total R & D expenditure as a
percentage of total turnover
b.
NA
2.
3.
C.
Nil
Not applicable
Not applicable
Not applicable
10
(b)
ii)
2011-12
5621.75
5695.66
6121.56
6378.16
39.55
73.54
Commission on exports
b)
29.82
14.77
c)
Raw material
766.56
d)
919.60
305.01
e)
Spare Parts
45.62
26.49
(B.N.Agarwal)
Chairman & Managing Director
Place : Secunderabad
Date : 7th May, 2013
11
12
4.2 Threats
l
13
14
Cautionary Statement
Statements in this report on Management Discussion
and Analysis, describing the Company's objectives,
projections, estimates, expectations or predictions
may be forward looking, considering the applicable
laws and regulations. These statements are based on
certain assumptions and expectation of future events.
Actual results could, however, differ materially from
those expressed or implied. Important factors that
could make a difference to the Company's operations
include global and domestic demand-supply
conditions, finished goods prices, raw materials costs
and availability, fluctuations in exchange rates, changes
in Government regulations and tax structure,
economic development within India and the countries
with which the Company has business contacts.
The Company assumes no responsibility in respect
of the forward looking statements herein, which
undergo changes in future on the basis of subsequent
development, information or events.
2.
BOARD OF DIRECTORS
a)
Composition and category of directors as on 31st March, 2013 / Number of other Board of
Directors or Committees of which Member / Chairman
Name of the
Directors
Category
Chairman
Nil
Nil
Nil
Nil
Nil
R.Surender Reddy
Non-Executive - Independent
Dr.A.Nageswara Rao
Non-Executive - Independent
Nil
Sri.Devender Kumar
Agarwal
Nil
Nil
Sri.B.N.Rathi*
(up to 09-01-2013)
Non-Executive - Independent
Nil
Nil
Nil
Nil
Nil
Sri.G. Ganesh**
No.of other
Directorships in
public limited
companies
** Sri. G. Ganesh has been withdrawn as nominee Director of IDBI Bank Limited w.e.f 3rd June, 2013
*** Sri. Surender Kumar Agarwal was co-opted as an additional Director of the Company with effect from 9th March, 2013.
Number of Board of Directors meetings held, dates on which meetings were held
During the Financial year ended 31st March, 2013, 8 (Eight) Board Meetings were held on 30th April, 2012, 30th
May, 2012, 10th August, 2012, 10th November, 2012, 12th February, 2013, 19th February, 2013, 9th March, 2013
and 31st March, 2013.
15
b)
Attendance of each Director at the Board of Directors Meeting and the last Annual General
Meeting.
Name of the Director
8
8
5
5
8
1
8
5
1
Present
Absent
Present
Absent
Present
Absent
Present
Present
N.A.
Sri. B.N.Agarwal
Sri. Rajender kumar Agarwal
Sri. R.Surender Reddy
Dr.A.Nageswara Rao
Sri. Jeetender Kumar Agarwal
Sri. B.N.Rathi
Sri. Devender Kumar Agarwal
Sri. G. Ganesh
Sri. Surender Kumar Agarwal
(w.e.f. 09-03-2013)
3.
b)
i.
Oversight of Company's financial reporting process and disclosure of financial information.
ii.
Review of financial statements before submission to Board.
iii. Review of adequacy of internal control systems and internal audit functions.
iv. Review of Company's financial and risk management policies.
Composition, name of members and Chairperson
i.
ii.
iii.
iv.
v.
c)
16
4.
REMUNERATION COMMITTEE
a)
b)
2.
Sri B.N.Rathi*
3.
Sri G.Ganesh**
4.
Sri B.N.Rathi ceased to be the member of Remunerative Committee due to Death with effect from
10th January, 2013.
**
Sri. G. Ganesh has been withdrawn as nominee Director of IDBI Bank Limited w.e.f 3rd June, 2013
*** Sri Surender Kumar Agarwal was appointed as an additional director of the company and also member
of audit committee and Remuneration committee with effect from 9th March, 2013.
c)
d)
Remuneration policy
To periodically review the remuneration package of whole time Directors and recommend suitable revision
to the Board.
e)
Designation
Salary &
Commission
Perquisites
Total
Sri. B.N.Agarwal
23.57
2.84
26.41
21.89
4.53
26.42
Executive Director
21.68
4.57
26.25
21.68
4.48
26.16
Sitting Fees
Name
Designation
Amount (`)
Director
22500
Sri. B.N.Rathi
Director
3500
Director
26000
Sri. G.Ganesh
Nominee - IDBI
21500
The Company does not have any stock option plan or performance linked incentive for the Executive Directors.
The appointments are made for a period of three years on the terms and conditions in the respective resolution
passed by the Members in the General Meetings, which do not provide for severance fees.
17
5.
d)
e)
6.
b)
c)
d)
e)
18
Date
2009-10
29/09/2010
2010-11
29/07/2011
2011-12
30/07/2012
Venue
Gayatri Gardens, Survey No.26,
Sikh Village, Near Diamond Point Hotel
Secunderabad - 500 003
Gayatri Gardens, Survey No.26,
Sikh Village, Near Diamond Point Hotel
Secunderabad - 500 003
Rajdhani Hall, First floor, Lions Bhavan, Behind LIC &
HDFC Bank, Near Paradise Circle (West),
S.D.Road, Secunderabad-500003
Time
10.00 A.M.
10.00 A.M.
10.15 A.M.
7.
DISCLOSURES
a)
Disclosures on materially significant related party transactions i.e., transactions of the company of material nature, with its
promoters, the directors or the management, their subsidiaries or relatives, etc., that may have potential conflict with the
interests of Company at large.
(Figures in ` Lakhs)
Relationship
Name of
Transaction
Current Year
Amount
Previous Year
Amount
Key Management
Remuneration
26.41
16.95
Key Management
Remuneration
26.42
16.24
Key Management
Remuneration
26.25
14.69
Key Management
Remuneration
26.16
14.62
Rent
Rent
Rent
Salary
Purchase of
Raw Material
1.60
1.60
1.60
6.00
627.57
1.60
1.60
1.60
6.00
3441.56
Purchase of
Raw Material
257.23
Purchase of
Raw Material
Sale of Yarn
58.55
354.88
Purchase of
Raw Material
466.72
Purchase of
Raw Material
50.37
Purchase of
Raw Material
5.24
116.87
115.20
2.40
2.40
3.57
24.94
Advance for
Investment
Investment
Sale of Yarn
19
b)
c)
Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange
or SEBI or any statutory authority, on any matter related to capital markets, during the last three years. NIL
d)
8.
ii.
Shareholder Rights : Half-yearly reports is not being sent to each household of shareholders as
shareholders are intimated through the press and the Company's Website www.suryavanshi.com.
iii.
iv.
Training of Board members : The Company shall work out a plan for training its Board members.
v.
vi.
b)
Proceeds from Preferential Issues and its utilization: The Company has not raised any funds through
public issue, rights issue, and on preferential issue basis during the year under review.
c)
1000
Sri. B.N.Rathi
Nil
Sri. G.Ganesh
Nil
400
Nil
MEANS OF COMMUNICATION
a)
Quarterly results.
Quarterly report is not being sent to each household of shareholders as shareholders are intimated through
the press and the Company's Website www.suryavanshi.com
b)
c)
d) & e)
Whether it also displays official news releases and the presentations made to institutional investors or
to the analysts.
The website shall be used for this purpose, when the occasion arises.
20
9.
AGM
Date
Time
12.00 Noon
Venue
b)
Financial Year
c)
Tuesday, 24th September,2013 to Saturday, 28th September, 2013 (both days inclusive)
d)
Dividend Payment Date : Not applicable as the Board has not recommended any dividend.
e)
Code
f)
Address
514140
Market Price Data: High, Low during each month in last financial year and Performance in comparison to
broad - based indices such as BSE Sensex, CRISIL index, etc.
Month
April, 2012
May, 2012
June, 2012
July, 2012
August, 2012
September, 2012
October, 2012
November, 2012
December, 2012
January, 2013
February, 2013
March, 2013
g)
Sensex
High
Low
High
Low
14.19
13.40
13.15
13.47
12.30
13.62
14.50
13.69
11.76
12.25
12.00
11.25
11.25
10.62
10.20
10.92
10.12
10.56
11.50
10.77
10.32
10.45
8.31
8.30
17,664.10
17,432.33
17,448.48
17,631.19
17,972.54
18,869.94
19,137.29
19,372.70
19,612.18
20,203.66
19,966.69
19,754.66
17,010.16
15,809.71
15,748.98
16,598.48
17,026.97
17,250.80
18,393.42
18,255.69
19,149.03
19,508.93
18,793.97
18,568.43
21
h)
i)
% of holding
Promoters
7704063
58.07
700
0.01
Mutual Funds
Banks & Financial Institutions
FII's
Private Corporate Bodies
NRI's
Indian Public
Total
Distribution of shareholding
Nominal Value
0.00
1774980
13.38
41004
0.31
3744526
28.22
13266423
100.00
Share holders
Amount
% to Holder
In `
% to Total
6471
84.44
8523930
6.43
5001
- 10000
368
4.99
3008470
2.26
10001
- 20000
222
3.01
3448050
2.60
20001
- 30000
62
0.84
1591990
1.20
30001
- 40000
32
0.43
1137020
0.86
40001
- 50000
38
0.52
1775600
1.34
50001
- 100000
56
0.76
3879840
2.92
above
74
1.00
109299330
82.39
Total 7323
100.00
132664230
100.00
100001
j)
0.01
Nil
As on 31.03.2013
Number
Upto 5000
1150
22
k)
l)
Plant Locations
b)
For transfer / dematerialization of shares, change of address of members and other queries relating to
the shares of the Company:
Karvy Computershare Pvt. Ltd.
(Unit - Suryavanshi Spinning Mills Limited)
Plot No.17 to 24,
Vittal Rao Nagar, Madhapur,
Hyderabad 500 081 (A.P.) India
Ph # +91 040 44655208
any queries relating to dividend of earlier years , annual reports, etc.
The Company Secretary,
Suryavanshi Spinning Mills Limited,
6th Floor, Surya Towers, 105, S.P.Road,
Secunderabad - 500 003.
Phone No(s) : 040 - 30512700
Fax No : 040 - 30512725
Email ID : grievances@suryavanshi.com
The above report has been approved by the Board of Directors in their meeting held on 7th May, 2013.
Place : Secunderabad
Date : 07-05-2013
B.N. Agrawal
Chairman & Managing Director
23
24
Place : Hyderabad
Date : 07.05.2013
K S RAO
Partner
(Membership No.15850)
b.
c.
2.
Auditors Responsibility:
Our responsibility is to express an opinion on these
financial statements based on our audit. We conducted
our audit in accordance with the Standards on Auditing
issued by the Institute of Chartered Accountants of India.
Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the
auditor's judgment, including the assessment of the risks
of material misstatement of the financial statements,
whether due to fraud or error.
In making those risk assessments, the auditor considers
internal control relevant to the Company's preparation
and fair presentation of the financial statements in order
a.
b.
c.
25
d.
e.
f.
26
Place : Hyderabad
Date : 07.05.2013
(K.S.RAO)
Partner
Membership Number: 015850
2.
3.
a.
b.
c.
a.
b.
c.
a.
b.
c.
d.
4.
5.
a)
b)
6.
7.
8.
27
a)
Sl.
No
Nature of the
Dues
Amount
(`)
b)
c)
Period to which
the amount relates
(Financial Year)
Forum where
dispute is
pending
3,39,773/-
2003-2004
Deputy Commissioner
(Appeal) Sales Tax, Bhopal,
Madhya Pradesh.
7,25,736/-
2004-2005
Deputy Commissioner
(Appeal) Sales Tax, Bhopal,
Madhya Pradesh.
Andhra Pradesh
General Sales Tax
(APGST) Act, 1957
27,98,569/-
2001-2002
Andhra Pradesh
General Sales Tax
(APGST) Act, 1957.
(Case filed by
Bharat Petroleum
Corporation Ltd.)
40,27,678/-
1997-1998
I Addl.Chief Judge,
City Civil Court,
Secunderabad.
Interest on
Customs Duty
20,32,054/-
2003-2004
Customs Duty
16,14,454/-
2002-03
Sales Tax
Sales Tax
31,06,747/-
2007-08
Asst. Commissioner of
Commercial taxes, Hyderabad
28
19. During the year, the Company has not issued any
debentures and therefore the question of creating
security or charge in respect thereof does not arise.
20. During the year, the Company has not made any
public issue and therefore the question of disclosing
the end use of money raised by public issue does
not arise.
18. During the year, the Company has not made any
preferential allotment of shares to parties and
Companies covered in the Register maintained
under section 301 of the Companies Act, 1956.
Place : Hyderabad
Date : 07.05.2013
(K.S.RAO)
Partner
Membership Number: 015850
29
(Figures in ` Lakhs)
Note
No.
As at
31.03.2013
As at
31.03.2012
1
2
1,326.87
1,457.68
2,784.55
1,326.87
3,013.32
4,340.19
Non-current liabilities
Long-term borrowings
Long-term provisions
3
4
3,572.58
167.74
3,740.32
2,510.90
191.50
2,702.40
Current liabilities
Short-term borrowings
Trade payables
Other current liabilities
Short-term provisions
5
6
7
8
5,654.87
4,728.97
2,013.02
65.82
12,462.68
18,987.55
4,960.19
4,140.65
1,862.23
21.41
10,984.48
18,027.07
8,058.60
0.38
1,712.79
9,771.77
4.97
547.33
10,324.07
7,670.24
0.38
476.65
8,147.27
4.97
481.28
8,633.52
4,353.01
2,182.73
490.51
419.88
1,217.35
8,663.48
18,987.55
5,568.27
1,906.84
547.78
322.11
1,048.55
9,393.55
18,027.07
Particulars
Equity and liabilities
Shareholders funds
Share capital
Reserves and surplus
Total
Assets
Non-current assets
Fixed assets
Tangible assets
Intangible assets
Capital work-in-progress
Non-current investments
Long-term loans and advances
10
11
Current assets
Inventories
Trade receivables
Cash and cash equivalents
Short-term loans and advances
Other current assets
12
13
14
15
16
Total
Notes on financial statements
1 to 36
The notes referred to above, form an integral part of these financial statements.
As per our report of even date
For and on behalf of the Board
for Brahmayya & Co.,
B.N. Agarwal
Chartered Accountants
Chairman & Managing Director
Firms' Registration Number: 000513S
K.S. Rao
Partner
Membership Number: 15850
Place : Hyderabad
Date : 7th May, 2013
30
B. Somasekhara Rao
Vice President (Finance & Accounts)
R.K. Agarwal
Joint Managing Director
B.R.S. Reddy
Vice President (Corp. Affairs)
and Company Secretary
Statement of Profit and Loss for the year ended 31st March, 2013
Note
No.
Particulars
(Figures in ` Lakhs)
Current Year
2012-13
Previous Year
2011-12
Revenue
Revenue from operations
17
26,824.96
27,072.98
Other income
18
581.16
641.37
27,406.12
27,714.35
18,486.41
18,119.07
511.96
925.67
Total Revenue
Expenses
Cost of materials consumed
19
Purchases of Stock-in-Trade
Changes in inventories of finished goods,
work-in-progress and Stock-in-Trade
20
72.99
927.84
21
3,667.71
2,456.65
22
2,198.45
2,129.49
Finance costs
23
880.72
1,047.93
726.45
713.76
24
2,411.80
2,208.12
Total expenses
28,956.49
28,528.53
(1,550.37)
(814.18)
5.27
2.60
(1,555.64)
(816.78)
Tax expense
For earlier years
Profit/(Loss) for the period, after tax
Earnings per equity share:
(1)
Basic
(11.73)
(6.15)
(2)
Diluted
(11.73)
(6.15)
1 to 36
The notes referred to above, form an integral part of these financial statements.
As per our report of even date
For and on behalf of the Board
for Brahmayya & Co.,
B.N. Agarwal
Chartered Accountants
Chairman & Managing Director
Firms' Registration Number: 000513S
K.S. Rao
Partner
Membership Number: 15850
Place : Hyderabad
Date : 7th May, 2013
B. Somasekhara Rao
Vice President (Finance & Accounts)
R.K. Agarwal
Joint Managing Director
B.R.S. Reddy
Vice President (Corp. Affairs)
and Company Secretary
31
As at 31.03.2013
As at 31.03.2012
Number
Amount
Number
Amount
35250000
3,525.00
35250000
3,525.00
35250000
3,525.00
35250000
3,525.00
13270923
1,327.09
13270923
1,327.09
13270923
1327.09
13270923
1,327.09
13266423
1,326.64
13270923
1,327.09
Share Capital
Authorised
Equity Shares of ` 10 each
Issued
Equity Shares of ` 10 each
13266423
Forfeited Shares:
Total
1,326.64
0.22
13270923
1,326.87
13270923
1,326.87
0.23
13266423
1,326.87
(a)
The Company has only one class of shares referred to as equity shares having a par value of `10/- each. Each
holder of equity shares is entitled to one vote per share.
(b)
41,62,536 Equity Shares of ` 10/- each are allotted as fully paid up with out payment being received in cash
to the erstwhile share holders of suryavanshi textile limited (STL) as per scheme of amalgamation of STL with
the company.
(c)
Disclosure pursuant to note no. 6(A)(d) Part I of schedule VI of the Companies Act
Particulars
As at
31 March 2013
As at
31 March 2012
Equity shares
Equity shares
13266423
13266423
b)
4500
4500
4500
13266423
13270923
32
Disclosure pursuant to Note no. 6(A)(g) of Part I of Schedule VI to the Companies Act, 1956 (if more than 5%)
Name of Shareholder
As at 31.03.2012
No. of
Shares held
% of Holding
No. of
Shares held
% of Holding
1671287
12.60
1623854
12.24
1565836
11.80
As at 31.03.2013
3842579
28.95
1300000
9.80
1950000
14.69
724873
5.46
724873
5.46
b.
c.
d.
e.
As at
31.03.2013
As at
31.03.2012
8.00
8.00
Closing Balance
8.00
8.00
2,731.00
2,731.00
Closing Balance
2,731.00
2,731.00
State Subsidy
At the commencement of the year
22.63
22.63
Closing Balance
22.63
22.63
11.00
11.00
Closing Balance
11.00
11.00
Surplus
At the commencement of the year
240.69
1,057.47
(1,555.64)
(816.78)
Closing Balance
(1,314.95)
240.69
1,457.68
3,013.32
Total
33
As at
31.03.2013
As at
31.03.2012
809.88
240.53
485.18
210.00
98.30
249.66
864.08
46.59
1,016.17
334.91
313.00
139.00
245.34
-
2,957.63
2,095.01
NOTES:
1.
Term Loans refered at (b) to (d) and buyers credit refered at (h) above are secured by mortgage of fixed assets
present and future of the company on first charge pari passu basis and guaranteed by four Directors of the
Company.
2.
Working capital term loans referred at (e) and (f) above are Secured by way of hypothecation of Raw materials,
Stock-in-process, finished goods and stores and spares and book debts of the Company and also secured by way
of second charge on fixed assets of the company on pari passu basis and guranteed by four Directors of the
Company.
3.
Buyers' credit refered at (g) above is secured by way of exclusive charge on specified plant and machinery and
guaranteed by four Directors of the Company
Terms of Repayment
Name of the Bank
b)
c)
d)
e)
f)
g)
(*)
h)
(**)
34
Rate of
Interest
Quarterly
Instalments
15.00%
14.75%
15.00%
15.00%
15.00%
36 monthly
11
20
8
8
(*)
(**)
As at
31.03.2013
As at
31.03.2012
0.97
17.84
15.31
-
4.60
17.42
3.64
34.12
25.66
429.08
151.75
390.23
-
580.83
390.23
3,572.58
2,510.90
The deferred sales tax liability amounting to ` 429.08 lakhs shown under unsecured loans above, is due for repayment
as under
` lakhs
Year of
Repayment
2000-01
14.71
2014-15
2001-02
45.69
2015-16
2002-03
28.82
2016-17
2003-04
67.49
2017-18
2004-05
34.88
2018-19
2005-06
75.59
2019-20
2006-07
70.82
2020-21
2007-08
14.78
2021-22
2008-09
25.47
2022-23
2011-12
10.51
2024-25
2012-13
40.32
2025-26
Year
429.08
35
As at
31.03.2012
156.15
191.50
As at
31.03.2013
11.59
167.74
191.50
Andhra Bank-I
3,445.73
3,430.64
(ii)
Andhra Bank-II
507.59
1,557.48
1,485.64
100.00
5,610.80
4,916.28
Total
Working Capital Loans refered above (i) to (iii) are Secured by way of hypothecation of Raw materials, Stock-inprocess, finished goods and stores and spares and book debts of the Company and also secured by way of second
charge on fixed assets of the company on pari passu basis and guranteed by four directors of the company.
(b) Other loans and advances
Vehicle Hire Purchase Loan :
3.63
11.87
26.63
28.04
Axis Bank
10.17
3.64
4.00
44.07
43.91
5,654.87
4,960.19
85.72
25.63
4,643.25
4,115.02
Total
4,728.97
4,140.65
Trade Payables
Dues to
Trade payable include ` 441.88 lakhs payable towards supply of capital machinery against letter of credit opened
by Andhra Bank under the terms of project sanction.
(*) Interest paid, payable or accrued and due to Micro and small enterprises is Rs. NIL (Previous Year Rs. NIL)
36
As at
31.03.2013
As at
31.03.2012
62.72
223.47
206.28
560.00
121.64
94.36
87.48
103.00
58.00
43.51
18.00
464.34
1,114.12
3.99
23.39
Andhra Bank
6.60
Andhra Bank-I
Andhra Bank - Working capital term loan
State Bank of Hyderabad - Working capital term loan
(b) Interest accrued and due on borrowings
1.62
13.16
Unpaid dividend
3.93
3.93
1,084.85
431.21
21.98
11.95
(d)
(e)
(f)
180.64
161.74
(g)
19.09
15.03
(h)
Bonus Payable
(i)
(j)
(k)
27.76
36.09
179.93
52.34
1.47
5.35
5.28
5.46
1,548.68
748.11
2,013.02
1,862.23
63.29
15.50
(*) Includes provision for Fuel surcharge Adjustment (FSA) of ` 604.69 lakhs
8
2.53
5.91
65.82
21.41
37
38
15.58
1,058.40
1.26
27.97
0.38
1.09
1.56
1.51
75.06
2.49
260.59
313.91
13,784.40
391.15
49.68
6.86
510.73
9.92
19.45
39.96
53.39
37.32
30.58
344.29
103.54
Previous Year
Total
Total (a+b+c)
Total
17,264.76
18,417.64
18,417.64
476.65
476.65
7.69
7.69
Total
1,166.15
2,422.58
1,186.44
3,609.02
2,422.58
2,422.58
1,186.44
1.14
1,961.76
17,933.30
13.27
179.14
1,186.44
1,365.58
1,186.44
1,186.44
179.14
117.90
61.24
-
18,417.64
20,661.08
20,661.08
1,712.79
1,712.79
7.69
7.69
18,940.60
14,724.90
391.15
49.68
8.12
538.70
9.92
19.83
39.96
54.48
38.88
32.09
358.11
106.03
260.59
329.49
1,962.90
15.77
Disposals Balance as at
31.03.2013
GROSS BLOCK
Additions
15.77
Balance as at
01.04.2012
Intangible Assets
Computer software
Total
Tangible Assets
Land
Buildings :
Factory Buildings
Non Factory BuildingsNon Resident
- Resident
Plant and Equipment :
Plant And Machinery
Generators
Testing Equipment
Canteen Equipment
Electrical Installations
Workshop Equipment
Weighing Machines
Water Works
Furniture and Fixutres
Office Equipment
Air Conditioners
Vehicles
Data Processing
DESCRIPTION
Fixed Assets
9567.36
10,270.37
10,270.37
7.31
7.31
10,263.06
8,339.58
371.65
36.48
0.39
302.42
9.60
10.98
10.33
37.66
21.24
13.11
115.99
89.25
48.61
41.01
814.76
713.76
726.45
726.45
726.45
4.25
5.12
587.34
0.04
1.66
0.33
21.73
0.04
0.56
0.65
1.94
1.46
1.19
31.08
3.52
65.54
Charge
for the year
10.75
107.51
107.51
107.51
69.88
37.63
-
10,270.37
10,889.31
10,889.31
7.31
7.31
10,882.00
8,857.04
371.69
38.14
0.72
324.15
9.64
11.54
10.98
39.60
22.70
14.30
109.44
92.77
52.86
46.13
880.30
0.00
On Balance as at
disposals
31.03.2013
ACCUMULATED DEPRECIATION/AMORTISATION
Balance as at
01.04.2012
8,147.27
9,771.77
9,771.77
1,712.79
1,712.79
0.38
0.38
8,058.60
5,867.86
19.46
11.54
7.40
214.55
0.28
8.29
28.98
14.88
16.18
17.79
248.67
13.26
207.73
283.36
1,082.60
15.77
Balance as at
31.03.2013
7,697.39
8,147.27
8,147.27
476.65
476.65
0.38
0.38
7,670.24
5,444.83
19.50
13.20
6.47
208.31
0.32
8.47
29.63
15.73
16.08
17.47
228.29
14.29
211.98
272.90
1,147.00
15.77
Balance as at
31.03.2012
NET BLOCK
(Figures in ` Lakhs)
Face
Value
No. of
Shares
As at
31.03.2013
As at
31.03.2012
10 Non-current Investments
A
10
500
0.49
0.49
10
2000
0.20
0.20
10
2000
0.20
0.20
Andhra Bank
10
5700
0.57
0.57
10
100
0.04
0.04
10
441
1.07
1.07
2.57
2.57
Total (a)
B
10
24000
2.40
2.40
0.00
Total (b)
2.40
2.40
Total (a+b)
4.97
4.97
Aggregate market value of quoted investments - ` 9.14 lakhs (Previous year ` 10.91 lakhs)
(*)
During the year, Company disposed of its 100% Equity investment of One HKD in its wholly owned
Subsidiary Company, M/s. Fortune Eagle (Hk) Trading Limited, Honkong.
Deposits Recoverable
(Unsecured considered good)
430.46
366.08
116.87
115.20
547.33
481.28
The company proposes to invest in equity shares at par in Sheshadri Power and Infrastucture private limited
in which the directors are interested
39
As at
31.03.2013
As at
31.03.2012
12 Inventories
(Valued and certified by the Management)
Raw Materials
(Valued at cost on weighted average basis)
2,108.90
3,204.65
264.78
276.89
1,226.86
-
1,306.89
27.58
198.94
193.88
542.81
501.28
10.72
22.70
34.40
4,353.01
5,568.27
950.16
1,962.38
59.83
160.51
692.87
2.35
2.35
Finished goods
(Valued at lower of cost or net realisable value basis)
Yarn
Goods in transit
Garments
Work-in-progress
(Valued at lower of cost or net realisable value basis)
Others - Cotton & PV Waste (at realisable value)
Stock-in-trade (in respect of goods acquired for trading) in transit :
Total
Details of Raw Materials :
Cotton
Imported Cotton
Polyster Staple Fibre
Imported PSF
Viscose Staple Fibre
Cotton fibre
Yarn
Total
19.85
21.33
6.05
115.01
910.15
410.71
2,108.90
3,204.65
13 Trade Receivables
(Unsecured, considered good)
Receivables for a period exceeding six months
Receivables for a period less than six months
Total
40
73.58
87.91
2,109.15
1,818.93
2,182.73
1,906.84
As at
31.03.2013
As at
31.03.2012
0.95
6.47
12.27
183.51
3.93
3.93
473.34
353.85
0.02
0.02
490.51
547.78
106.92
53.10
304.00
255.35
8.96
11.94
1.72
419.88
322.11
23.00
25.37
Subsidies Receivable
18.83
40.90
Advances to Staff
Other Advances
Total
Interest Receivable
Export Licence Receivable
Pre-paid Expenses
26.75
14.19
681.45
641.52
22.20
17.29
114.24
111.05
177.88
177.88
Other advances
Claims / Other Receivables
Total
11.83
8.80
141.17
11.55
1,217.35
1,048.55
41
Current Year
2012-13
Previous Year
2011-12
21,592.95
2,763.43
1,711.34
255.60
501.64
26,824.96
21,637.28
2,915.52
1,399.97
217.35
902.86
27,072.98
77.57
0.37
1.87
56.74
380.58
9.15
3.18
17.35
1.40
32.95
581.16
35.47
0.41
32.40
404.61
112.68
35.41
19.32
0.66
0.02
0.39
641.37
3,204.66
17,411.78
20,616.44
21.13
2,108.90
18,486.41
3,673.49
17,650.24
21,323.73
3,204.66
18,119.07
17 Sale of Products
Yarn
Garments
Medical Textiles
Cotton Waste
Traded Goods
Total
18 Other Income
Interest Income
Dividend Income
Gain on foreign currency transactions & translation
Scrap sales
Export benfits entilement
Profit on sale of Assets
Insurance Claims
Credit Balance and Excess provision Written Back
Job Work Charges
Prior Period Income
Miscellaneous Receipts
Total
42
17,541.59
944.82
18,486.41
6,412.78
944.82
14.75
8,416.60
909.86
939.01
134.45
714.14
18,486.41
90.63%
9.37%
100%
16,422.19
1,696.88
18,119.07
5,546.10
288.61
9,835.50
921.29
699.86
96.22
731.49
18,119.07
Current Year
2012-13
Previous Year
2011-12
1,334.47
2,445.44
193.88
91.37
Stock-in-Process
501.28
427.04
Cotton waste
22.70
16.32
2,052.33
2,980.17
1,318.85
1,334.47
Garments
106.96
193.88
Stock-in-Process
542.81
501.28
10.72
22.70
1,979.34
2,052.33
72.99
927.84
3,571.18
2,349.75
96.53
106.90
3,667.71
2,456.65
2,013.97
1933.17
CLOSING STOCKS
Yarn
Cotton waste
(INCREASE)/DECREASE IN STOCKS
82.58
83.12
Gratuity
36.52
36.78
27.21
27.41
38.17
49.01
2,198.45
2,129.49
835.24
823.78
Total
23 Finance Cost
Interest expense
Other borrowing costs
Loss on foreign currency transactions & translation
Total
40.48
23.40
5.00
200.75
880.72
1,047.93
43
Current Year
2012-13
Previous Year
2011-12
274.75
338.77
613.52
287.66
368.60
656.26
1.36
0.67
0.52
2.55
18.95
28.36
326.30
47.41
53.80
53.30
2.47
9.92
21.09
97.28
104.98
1.41
2.16
120.54
600.26
18.93
94.60
4.55
41.44
141.75
6.01
0.22
1,795.73
1.33
0.66
0.51
2.50
10.56
41.36
305.45
39.85
50.61
33.28
0.12
9.64
22.28
106.11
62.26
0.78
3.66
187.30
535.13
12.74
44.08
0.05
0.36
80.56
2.92
0.26
1,549.36
2,411.80
2,208.12
24 Other Expenses
Stores Consumption
Consumable Stores
Packing Material Consumed
Total
Payments to the auditor as
a.
auditor
b. for taxation matters
c.
for Certification
Total
Rent
Repairs to
: buildings
: machinery
: Others
Insurance
Rates and taxes, excluding, taxes on income
Training Charges
Printing and Stationery
Postage, Telegrams and Telephones
Travelling and Conveyance
Managerial Remuneration
Directors' Sitting Fees
Advertisement
Commission on Sales
Expenses on Sales
Legal & Professional Charges
Vehicle Maintenance
Bad debts and Debit balance written off
Loss on Sale of Fixed Assets
Miscellaneous expenses
Prior period items
Donations
Total
Grand Total
44
(Figures in ` Lakhs)
As at
31.03.2013
As at
31.03.2012
590.93
3,026.79
676.99
535.42
2,299.18
615.44
3.40
3.40
7.26
7.26
27.99
27.99
40.28
40.28
20.32
20.32
16.14
16.14
31.07
31.07
e)
f)
g)
h)
i)
j)
k) M/s.Suryavanshi Textiles Ltd was amalgamated with our company vide scheme of merger sanctioned by Board
for Industrial and Financial Reconstruction (BIFR) under the provisions of Sick Industrial Companies (Special
Provisions) Act, 1985 with effect from 01-04-2007.The scheme incorporates certain reliefs and concessions for
consideration by income tax department including exemption from applicability of MAT u/s.115JB of the
Income Tax Act, 1961 for a period of five years from 01-04-2007.The company is persuing the matter with
the authorities concerned for the said relifes as per the scheme of merger and liability in case of disalowance
of MAT u/s I15JB of Income Tax Act 1961 would be ` 0.30 lakhs and ` 32I lakhs for the accounting years 200910 and 20I0-1I respectively.
45
As at
31.03.2013
As at
31.03.2012
26 Electricity charges include Fuel surcharge Adjustment (FSA) of ` 193.47 lakhs and ` 338.06 lakhs relating to
Accounting years 2010-11 and 2011-12 respectvely. APCPDCL proposed for levy of ` 107.89 lakhs Towards Fuel
surcharge adjustment (FSA) @ ` 1.00 per unit for the fourth quarter of 2012-13 the same shall be provided in
accounts on apporval by APERC
39.55
73.54
b) Foreign Travel
29.82
14.77
919.60
305.01
45.62
26.49
766.56
5,621.75
5,695.66
2,305.22
1,802.42
Employee Benefits
71.20
67.16
2,376.42
1,869.58
1,233.37
1,342.95
1,233.37
1,342.95
1,143.05
526.63
c)
: Rawmaterials
Note: The company has not recognised deferred Tax Asset as a matter of prudence.
46
(Figures in ` Lakhs)
Relationship
Name of
Transaction
Current Year
Amount
Previous Year
Amount
Key Management
Remuneration
26.41
16.95
Key Management
Remuneration
26.42
16.24
Key Management
Remuneration
26.25
14.69
Key Management
Remuneration
26.16
14.62
Rent
Rent
Rent
Salary
Purchase of
Raw Material
1.60
1.60
1.60
6.00
627.57
1.60
1.60
1.60
6.00
3,441.56
Purchase of
Raw Material
257.23
Purchase of
Raw Material
Sale of Yarn
58.55
354.88
Purchase of
Raw Material
466.72
Purchase of
Raw Material
50.37
Purchase of
Raw Material
5.24
116.87
115.20
2.40
2.40
3.57
24.94
Advance for
Investment
Investment
Sale of Yarn
47
32 EMPLOYEE BENEFITS
The Company has provided for Gratuity and leave encashment based on actuarial valuation on the basis of
projected unit credit method.
The following table summarise the components of the net benefit recognized in the statement of profit and loss
and amounts recognized in the balance sheet for Gratuity.
Particulars
Profit and Loss account:
Current service cost
Interest cost
Actuarial Gain / loss
Net benefit expense
Balance Sheet:
Openingbalance of benefit obligations
Current service cost
Interest cost
Actuarial Gain / loss
Benefits paid
Closing balance of benefit obligations
The principal assumptions used in determining the
Gratuity benefits obligation for the Companys plan
are as under:
Discount rate
Attrition Rate
Further salary raise
Gratutiy
Leave
Encashment
Gratutiy
Leave
Encashment
7.60
17.36
0.42
25.38
2.44
0.47
10.80
13.71
6.39
15.28
15.51
37.18
1.76
4.15
5.91
217.01
7.60
17.36
0.42
(22.94)
219.44
5.91
2.44
0.47
10.80
(5.51)
14.12
191.01
6.39
15.28
15.51
(21.18)
207.01
1.76
4.15
5.91
8%
8%
10%
8%
8%
10%
8%
8%
10%
8%
8%
10%
Year ended
31.03.2013
Year ended
31.03.2012
(1,555.64)
(816.78)
13266423
13270923
(11.73)
(6.15)
34 During the year 2005-06, the company recognized an income of ` 653.06 lakhs being export incentive under the
Target Plus Scheme in terms of the then prevailing Foreign Trade Policy. The Govt., of India, Ministry of Commerce
vide their Notification No.8 (RE-2006)/ 2004-09 dated 12.06.06 retrospectively reduced the benefit of entitlement
from 15% to 5% on the exports effected since 01.04.2005. The company has since received duty free credit
entitlement for ` 217.68 lakhs @ 5% and for the balance 10%, the Company has contested before the Hon'ble
High Court at Mumbai for the restrospective reduction of the export incentive by the Government of India. The
High Court has granted an interim stay of the notification and the matter is pending for final orders.
48
Year ended
31.03.13
Year ended
31.03.12
24,309.56
3,096.56
27,406.12
24,486.78
3,227.57
27,714.35
(799.98)
130.33
(669.65)
880.72
(1,550.37)
(310.81)
544.56
233.75
1,047.93
(814.18)
16,833.61
2,153.93
18,987.54
16,399.81
1,627.26
18,027.07
15,409.48
793.52
16,203.00
13,404.56
282.32
13,686.88
1,673.19
39.60
1,712.79
1,162.44
114.71
1,277.15
671.63
54.82
726.45
664.86
48.90
713.76
20,703.40
6,121.56
26,824.96
(Figures in ` Lakhs)
%
77.18
22.82
100.00
20,694.82
6,378.16
27,072.98
76.44
23.56
100.00
Note: The Company does not track its assets and liabilities by geographical area
49
Accounting Convention
The financial statements are prepared under historical cost convention and on an accrual basis in accordance
with the generally accepted accounting principles.
Fixed Assets
Fixed Assets are stated at cost net of depreciation provided in the statements. Cost of acquisition of Fixed
Assets is inclusive of all direct and indirect expenditure up to the date of commercial use.
Depreciation is provided on straight line method in accordance with the rates prescribed under Schedule XIV
of the Companies Act, 1956
Inventories
Raw material and Stores and Spares valued at cost on weighted average basis. Stock-in-process and Finished
Goods are valued at lower of cost or net realisable value.
Borrowing Cost
Borrowing costs that are directly attributable to the acquisition of fixed assets are capitalised as part of cost
of the asset till the date the asset is ready for commercial use. All other borrowing cost are charge to revenue
Investments
Investments are stated at cost and diminution in the value, which is permanent in nature, is provided for.
Retirement Benefits
Provident fund contributions is charged to the Statement of Profit and Loss as and when the contributions are
due. Gratuity and leave encashment provision is made as per actuarial valuation on the basis of projected unit
credit method.
Impairment of Assets
An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment
loss is charged to statement of profit and loss in the year in which an asset is identified as impaired. The
impairment loss recognised in prior accounting periods, is reversed if there has been a change in the estimate
of recoverable amount.
50
at the Balance Sheet date. Deferred tax assets are recognised only if there is a reasonable certainity that they
will be realised and are reviewed for the appropriateness of their respective carrying value at each Balance
Sheet date.
11 Revenue recognition
Sales represents the amount receivable for goods sold. Incentives on export sales are recognised as income
on accrual basis
12 Earning per share
Earning per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders
by the weighted average number of equity shares outstanding during the year.
13 Use of Estimates
Preparation of financial statements requires estimates and assumptions to be made that affect the reported
amount of assets and liabilities on the date of the financial statements and the reported amount of revenues
and expenses during the reporting period. Differences between the actual results and estimates are recognised
in the period in which the results are known/materialised
The notes referred to above, form an integral part of these financial statements.
As per our report of even date
Place : Hyderabad
Date : 7th May, 2013
B.N. Agarwal
Chairman & Managing Director
B. Somasekhara Rao
Vice President (Finance & Accounts)
R.K. Agarwal
Joint Managing Director
B.R.S. Reddy
Vice President (Corp. Affairs)
and Company Secretary
51
Cash Flow statement for the year ended 31st March, 2013
(Figures in ` Lakhs)
A.
(1,550.37)
(814.18)
835.24
823.78
Depreciation
726.45
713.76
40.06
4.55
0.05
(17.35)
(19.32)
Interest Earned
(77.57)
(35.47)
32.29
(112.32)
Dividend Received
(0.37)
1,503.24
(0.41)
(47.13)
1,410.13
595.95
Adjustments for
Inventories
1,215.26
1,352.37
Trade Receivables
(280.44)
357.35
(66.05)
(73.06)
(97.77)
46.07
(153.06)
3.54
Trade payables
588.32
816.06
823.05
(135.41)
Short-term provisions
44.41
(15.45)
Long-term provisions
(23.77)
2,049.95
21.00
2,372.47
2,002.82
2,968.42
(8.45)
(16.59)
1,994.37
2,951.83
(2,422.57)
(1,166.15)
39.34
114.83
0.37
0.41
Interest Received
65.01
45.37
(2,317.85)
(1,005.54)
52
1,353.58
642.71
(1,140.73)
(1,689.34)
694.52
(68.78)
52.53
43.85
(43.91)
(46.66)
186.72
3.47
(836.50)
(882.93)
266.21
(1,997.68)
(57.27)
(51.39)
Interest paid
547.78
490.51
599.17
57.27
547.78
51.39
Notes :
I.
2.
Cash Flow Statement has been prepared under 'Indirect method' in accordance with 'Accounting Standard - 3 Cash
Flow Statement', issued under the Companies (Accounting Standards) Rules, 2006.
3.
Previous year's figures have been regrouped wherever necessary to conform to this year's classification.
Place : Hyderabad
Date : 7th May, 2013
B. Somasekhara Rao
Vice President (Finance & Accounts)
R.K. Agarwal
Joint Managing Director
B.R.S. Reddy
Vice President (Corp. Affairs)
and Company Secretary
53
54
Dear Shareholder,
:
:
:
Registered Address
..............................................................................
..............................................................................
..............................................................................
..............................................................................
..............................................................................
..............................................................................
..............................................................................
I/We shareholder(s) of Suryavanshi Spinning Mills Limited agree to receive communication from the company in electronic mode. Please register my above e-mail id in your records for sending communication through e-mail.
Date : ............................
Signature : ...........................................
(First Holder)
Note : Shareholder(s) are requested to keep the company informed as and when there is any change in the e-mail address.
55
Folio Number
Client ID*
Name
Address
I hereby record my presence at 34th Annual General Meeting of the Company to be held on Saturday,
the 28th September, 2013 at 12.00 Noon at Gayatri Gardens, Survey No.26, Sikh village, Near Diamond Point Hotel,
Secunderabad-50003.
SIGNATURE OF THE MEMBER OF THE PROXY ATTENDING THE MEETING
If Member, Please sign here
Folio Number
Client ID*
I/We____________________________________________________________________________________________
of ______________________________________________________________________being a member/member of
Suryavanshi Spinning Mills Limited here by appoint ______________________________________________________
of_________________________________________or failing him__________________________________________
of ________________________________________as my /our proxy to attend and vote on my /our behalf at the 34th
Annual General Meeting of the Company to be held on Saturday, the 28th September, 2013 at 12.00 Noon at Gayatri
Gardens, Survey No.26, Sikh village, Near Diamond Point Hotel, Secunderabad-50003.
Signed on this________________________day of ___________2013
Note :
1.
2.
Affix
Rs.1/Revenue
Stamp and
sign across
The Proxy Form duly completed must be deposited at Registered office of the Company, not less than 48 hours before
the time for holding the meeting.
A proxy need not be a Member.
NOTES
NOTES