Surat Textile Mills Limited: L 17119GJ1945PLC000214

SURAT TEXTILE MILLS LIMITED
Date : 25th Ju ne, 2021
SSE Limited,
Corporate Relationship Department,
25th Floor, Phiroze Jeejeebhoy Towers,
Dalal Street , Fort,
M umbai 400001
Scrip Code: 530185
ISI N: INE936A01025
Sub.: Submission of Notice of 75th AGM and Annual Report of th e Company for the year ended
31st March, 2021
Ref.: Intimation under Regulation 30 and 34 of SEBI (Listing Obligations and Disclosure
Requirem ents) Regulations, 2015
Sir/Madam,
This is furtherance to our letter dated 16th June, 2021 intim ating the date of hol ding of 75th AGM
on Tuesday, 20th July, 2021 and f ixing of book closure for the sai d purpose.
Further in compliance to Clause 34(1} of the SEBI (List ing Obligations and Disclosure Req ui rem ents)
Regulations, 2015, please find enclosed Annual Report 2020-21 containing the Notice of the ensuing
75th AGM of the Co m pany for t he yea r 2020-21 .
In compliance with M inIstry of Corporate Affai rs Circular No. 20/2020 dated 5th May, 2020 read with
Circular No. 14/2020 dated 8th April, 2020, Circu lar No. 17/2020 dated 13th April, 2020 and Circular
No. 02/2021 dated 13th January, 2021 and Secur ities and Exchange Board of India Circular No.
SEBI/HO/CFD/CMD/CIR/P/2020/79 dated 12th May, 2020 and Circular No.
SEBI/HO/CFD/CMD/CIR/P/2020/11 dated 15th January, 2021, the 75th Annual General Meeting of
the Company will be conducted t hroug h Video Conferencing (VC)/Other Audio Visual Means (OAVM)
at 3:00 p.m. 1ST on Tuesday, 20th July, 2021.
The said notice and annual report are also placed on the Company's website,
www.surattextilemillsltd.com.
Brief details of the 75th AGM of the Company are as under:
Date and Time of AG M Tuesday, 20th July, 2021 at 3:00 p.m .

M ode Throug h Video Confere ncing (VC)/Other Audio Visual Means (OAVM).
Cut-off date for e-voting We dnesday, 14th July, 2021
e-voting start date and time Friday, 16th July, 2021 , 9:00 A,M .
e-voting end date and time Monday, 19th July, 2021, 5:00 P.M .
e-voting website https :/ /evoting.kfintech .com
Regd. Office: 6th Floor, Tulsi Krupa Arcade, Puna Kumbharia Road, Dumbhal, sura~ 395 010.
Phone : (0261 ) 231 1198 I Website: www.surattextilemlllsltd .com
CIN : L17119GJ1945PLC000214
-( 2)
You are requested to kindly take the same on record.
Thanking you,
Yours faithfully,
For Su~tilj~IS Limited
~iwala
Company Secretary & Compliance Officer
,
Enc!.: As above.
Copy to:
1 National Securities Depository Ltd .,
4th Floor, 'A' Wing, Trade World,
Kamala Mills Compou nd, Senapati Bapat Marg,
Lower Parel, Mumba i 400013
2 Central Depository Se rvices (India) limited
Marathon Futurex, 25th fl oor,
NM Joshi Marg, Lower Parel (Ea st),
Mumbai 400013
3 KFin Technologies Private Li mited
Karvy Selenium, Tower B, Plot 31-32,
Financial District, Gachibowli,
Nanakramguda,
Hyderabad 500032.
Regd. Office: 6th Floor, Tulsi Krupa Arcade , Puna Kumbharia Road, Dumbhal, Surat 395 010.
Phone: (0261) 2311198 I Website: www.surattextilemillsltd.com
CIN : L 17119GJ1945PLC000214
2020-2021
ANNUAL REPORT
CORPORATE INFORMATION
BOARD OF DIRECTORS PLANT
Manikant R. Momaya (DIN: 00023993) Village Jolwa, Taluka Palsana,
Managing Director Dist. Surat 394305
Yogesh C. Papaiya (DIN: 00023985) Tel: (02622) 271287-89
Wholetime Director & CFO
Harishchandra Bharucha (DIN: 00138430)
Ketan Jariwala (DIN: 02095540) BANKERS
Kruti Kothari (DIN: 08502921) Bank of Baroda
COMPANY SECRETARY
Chinmay M. Methiwala
REGISTRAR AND TRANSFER AGENTS
KFin Technologies Private Limited
Selenium Tower B, Plot 31 & 32,
REGISTERED OFFICE Financial District, Gachibowli,
6th Floor, Tulsi Krupa Arcade, Nanakramguda,
Near Aai Mata Chowk, Hyderabad 500032.
Puna-Kumbharia Road, Dumbhal, State: Telengana, India.
Surat 395010. Fax No. 040 67161567
CIN: L17119GJ1945PLC000214 Email: einward.ris@kfintech.com
Tel: (0261) 2311198. Toll Free No. 1-800-309-4001
Fax: (0261) 2311029.
e-mail: sharedepartment@stml.in
http:/www.surattextilemillsltd.com
STATUTORY AUDITORS
Sharp and Tannan Associates, CONTENTS PAGE NO.
Chartered Accountants, Mumbai Notice of 75th Annual General Meeting 02
Directors' Report and Management Discussion &
17
COST AUDITORS Analysis
P. M. Nanabhoy & Co., Report on Corporate Governance 41
Cost Accountants, Mumbai. Independent Auditors’ Report 61
Balance Sheet 70
Statement of Profit and Loss 71
Cash Flow Statement 72
Notes forming part of the Financial Statements 74
(“Surat Textile Mills Limited” formerly known as “Garden Cottons & Yarns Ltd.”)
75th Annual General Meeting on Tuesday, 20th July, 2021 at 3:00 p.m. IST through Video Conferencing (‘VC’) / Other
Audio - Visual Means (‘OAVM’) facility
1 | Annual Report 2020-21

NOTICE not limited to making intimation / filings to stock
exchange where shares of the Company are listed
NOTICE is hereby given that the 75th ANNUAL GENERAL and to execute all other documents required to be
MEETING of the Members of Surat Textile Mills Limited filed in the above connection and to settle all such
will be held on Tuesday, 20th July, 2021 at 03:00 P.M. (IST) questions, difficulties or doubts whatsoever, which
through Video Conferencing (‘VC’) / Other Audio - Visual may arise and amend such details and to represent
Means (‘OAVM’) to transact the following business. before such authorities as may be required, and take
all such steps and decisions in this regard, to give full
ORDINARY BUSINESS: effect to the aforesaid resolution without requiring
1 Adoption of Audited Financial Statements
the Board to secure any further consent or approval
To receive, consider and adopt the Audited Financial
of the members of the Company.”
Statements of the Company for the Financial Year
ended 31st March, 2021 together with the Reports of 4. Ratification of remuneration payable to M/s P. M.
the Board of Directors and Auditors’ thereon. Nanabhoy & Co., Cost Auditors of the Company
2 Appointment of a Directors retiring by rotation To consider and, if thought fit, to pass the following
To appoint a Director in place of Mr. Yogesh C. Papaiya resolution as an Ordinary Resolution:
(DIN: 00023985), who retires by rotation and, being
“RESOLVED THAT pursuant to the provisions of
eligible, offers himself for re-appointment.
Section 148(3) and other applicable provisions,
SPECIAL BUSINESS: if any, of the Companies Act, 2013, [including
3 To approve re-classification of Garden Silk Mills any statutory modification(s) or re-enactment(s)
Limited from “Promoter and Promoter Group” thereof, for the time being in force], read with the
category to “Public shareholder” category. Companies (Audit and Auditors) Rules, 2014, as
amended to date, the Company hereby ratifies the
To consider and, if thought fit, to pass, the following remuneration of Rs.86,250/- (Rupees Eighty-six
resolution as an Ordinary Resolution: Thousand Two Hundred Fifty only), plus applicable
“RESOLVED THAT pursuant to the provisions of taxes, reimbursement of travel and out-of-pocket
Regulation 31A of the Securities and Exchange expenses payable to M/s P. M. Nanabhoy & Co., Cost
Board of India (Listing Obligations and Disclosure Accountants (Firm Registration No. 000012), who
Requirements) Regulations, 2015 (“SEBI LODR have been appointed as Cost Auditor by the Board
Regulations”), (including any statutory modification(s) of Directors of the Company, to conduct audit of the
or re-enactment thereof for the time being in force) cost records of the Company for the financial year
and other applicable provisions, if any and subject to ending 31st March, 2022.”
requisite approvals of the stock exchange and other RESOLVED FURTHER THAT the Board of Directors of
appropriate statutory authorities as may be necessary, the Company be and is hereby authorised to do all such
approval of the Members of the Company be and is acts, deeds, matters and things and take all such steps as
hereby accorded for reclassification of Garden Silk may be necessary, proper or expedient to give effect to
Mills Limited, Member of Promoter Group holding this Resolution.”
14500000 Equity Shares of the Company constituting
6.53% of the total paid-up equity share capital of the 5. Alteration of the Object Clause of the Memorandum
Company, from the “Promoter and Promoter Group” of Association of the Company
category to the “Public” category in the shareholding To consider and, if thought fit, to pass the following
pattern of the Company, records and / or disclosures. resolution as a Special Resolution:
RESOLVED FURTHER THAT the Board of Directors “RESOLVED THAT pursuant to the provisions of
(which may include sub-delegation of all or any Section 4, Section 13 and other applicable provisions,
of the powers herein conferred to any committee if any, of the Companies Act, 2013, (including any
of directors or director(s) or any other officer or statutory modifications or re-enactment thereof, for
officers of the Company) of the Company be and the time being in force and the rules framed there
are hereby authorised to perform and execute all under) and subject to such other requisite approvals,
such acts, deeds, matters and things, including but if any, in this regard from appropriate authorities the

consent of the members of the Company be and is shall be deemed to have given their approval thereto
hereby accorded, for alteration of the Object Clause expressly by the authorities of this resolution.
of the Memorandum of Association (“MOA”) of the
FURTHER RESOLVED THAT the Board be and is
Company by inserting the following sub-clause (2), (3)
hereby authorised to delegate all or any of the
and (4) after sub clause (1) of Clause III(A) of the MOA
powers conferred on it by or under this resolution
of the Company as under:
to any Committee of Directors of the Company or
(2) “To carry on business of traders (wholesale and/or Officer(s) of the Company in order to give effect to
retail) in all commodities and commodity derivatives, this resolution.”
and to act as market makers, underwriters, sub- By Order of the Board of Directors
underwriters, providers of service for commodity Registered Office:
related activities. Tulsi Krupa Arcade,
(3) To undertake the business as general traders and 6th Floor,
merchants to buy, sell, take, hold, deal in, convert, Puna-Kumbharia Road, Chinmay M. Methiwala
modify, add value, transfer, to deal in any commodity Dumbhal, Company Secretary
market, commodity exchange, spot exchange or Surat 395010. Membership No. ACS 48146
otherwise dispose of commodities in physical
mode and/or in electronic mode, transaction in the Place: Surat
nature of hedging, spot trading, forward commodity Date: 16th June, 2021
contracts, rate swaps, commodity future/swaps, Notes:
commodity futures and options and in derivatives 1. In view of the massive outbreak of the COVID-19
of all the commodities, whether for the purpose of pandemic, social distancing is a norm to be followed
trading, hedging, arbitrage, or any other purpose, and pursuant to the Circular No. 14/2020 dated April
whether in India or abroad and to undertake the 08, 2020, Circular No.17/2020 dated April 13, 2020
activity of warehousing and processing as may be issued by the Ministry of Corporate Affairs ("MCA")
required for the aforesaid purpose(s) in commodities followed by Circular No. 20/2020 dated May 05, 2020
such as Agriculture : Wheat, Cotton, Rice, Corn, Jute, and Circular No. 02/2021 dated January 13, 2021 and
Rubber, Mustard Seed, Soyabeen, Dhaniya, Jeeru etc. all other relevant circulars issued from time to time
Metals: Copper, Zinc, Gold, Silver, Aluminium, Nickel, (collectively referred to as “MCA Circulars”), MCA has
Lead etc. Energy: Natural Gas, Crude Oil, Heating permitted the holding of the Annual General Meeting
Oil, etc. Meat and Livestock: Cattle, Egg, etc. and its (“AGM”) through Video Conferencing (“VC”) / Other
commodity derivatives, and to carry on the above Audio Visual Means (“OAVM”), without the physical
business in India and abroad. presence of the Members at a common venue. In
(4) To do the business of commodity warehousing, compliance with the provisions of the Companies
processing and consumption.” Act, 2013 (“Act”), SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“the
FURTHER RESOLVED THAT any of the Directors of the Listing Regulations”) and MCA Circulars, the AGM of
Company and the Company Secretary of the Company the Company is being held through VC / OAVM.
be and is hereby severally authorised to do all such acts,
deeds, matters and things as may be deemed proper, 2. KFin Technologies Private Limited, Registrar &
necessary, or expedient, including filing the requisite Transfer Agent of the Company, (earlier known as
form with Ministry of Corporate Affairs or submission Karvy Fintech Private Limited) (“KFin” or “KFintech”)
of documents with any other authority, for the purpose shall be providing facility for voting through remote
of giving effect to this resolution and for matters e-voting, for participation in the AGM through VC/
connected therewith or incidental thereto and to settle OAVM facility and e-voting during the AGM. The
all questions, difficulties or doubts that may arise in procedure for participating in the meeting through
this regard at any stage without requiring the Board to VC/OAVM is explained at Note No. 4 under the
secure any further consent or approval of the Members heading Procedure for remote e-voting below.
of the Company to the end and intent that the Members

3. In view of the massive outbreak of the COVID-19 8. Members are requested to intimate changes, if
pandemic, social distancing has to be a pre-requisite. any, pertaining to their name, postal address, email
Pursuant to the above mentioned MCA Circulars, address, telephone/ mobile numbers, Permanent
physical attendance of the Members is not required Account Number (PAN), mandates, nominations,
at the AGM, and attendance of the Members power of attorney, bank details such as, name of the
through VC/OAVM will be counted for the purpose bank and branch details, bank account number, MICR
of reckoning the quorum under section 103 of the code, IFSC code, etc., to their Depository Participant
Companies Act, 2013. in case the shares are held in electronic form and to
M/s. KFin Technologies Private Limited, in case the
4. Pursuant to the provisions of the Companies Act,
shares are held in physical form.
2013, a Member entitled to attend and vote at the
AGM is entitled to appoint a Proxy to attend and 9. In case of joint holders attending the AGM, the
vote on his/her behalf and the Proxy need not be a Member whose name appears as the first holder in
Member of the Company. Since this AGM is being held the order of names as per the Register of Members of
through VC/OAVM pursuant to the applicable MCA the Company will be entitled to vote.
and SEBI Circulars, physical attendance of Members
10 Members holding shares in physical form are
has been dispensed with. Accordingly, the facility for
requested to advise any change of address
appointment of Proxies by the Members will not be
immediately to the Company’s Registrar and Share
available for the AGM and hence the Proxy Form and
Transfer Agent. Members holding shares in electronic
Attendance Slip are not annexed to this Notice.
form must send the advice about change in address
5. The Explanatory Statement pursuant to Section to their respective Depository Participant only and
102(1) of the Act setting out material facts concerning not to the Company or the Company’s Registrar and
the business under Item Nos. 3 to 5 of the Notice is Share Transfer Agent.
annexed hereto. The relevant details pursuant to
11. In compliance with the aforesaid MCA Circulars and
Regulations 26(4) and 36(3) of the Listing Regulations
SEBI Circular dated January 15, 2021 read with SEBI
and Secretarial Standards on General Meetings
Circular dated May 12, 2020, Notice of the AGM
issued by the Institute of Company Secretaries of
along with Annual Report 2020-21 is being sent only
India, in respect of Directors seeking appointment/
through electronic mode to those Members whose
re-appointment at this AGM are also annexed.
e-mail addresses are registered with the Company
6. M/s Sharp & Tannan Associates, Chartered / Depository Participants. Members may note that
Accountants, were appointed as Statutory Auditors the Notice of AGM and the Annual Report 2020-21
of the Company at the 71st Annual General Meeting will also be available on the Company’s website at
held on 2nd August, 2017. Pursuant to the Notification www.surattextilemillsltd.com, on the website of the
issued by the Ministry of Corporate Affairs on 7th May, Stock Exchange i.e. BSE Limited at www.bseindia.
2018 amending section 139 of the Act and the Rules com and on the website of KFin Technologies Private
framed thereunder, the mandatory requirement Limited at https://evoting.kfintech.com.
for ratification of appointment of Auditors by the
12. Since the AGM will be held through VC / OAVM, the
Members at every Annual General Meeting has been
Route Map is not annexed in this Notice.
omitted, and hence the Company is not proposing an
item on ratification of appointment of Auditors at this 13. The Register of Directors and Key Managerial
AGM. Personnel and their shareholding maintained under
section 170 of Companies Act, 2013 and Register
7. To support the “Green Initiative”, Members who have
of Contracts or arrangements in which directors
not registered their email addresses are requested to
are interested maintained under section 189 of
register the same with the Company’s Registrar and
the Companies Act, 2013 and relevant documents
Share Transfer Agent/their Depository Participants,
referred to in this Notice of AGM and explanatory
in respect of shares held in physical/electronic mode,
statement, will be available electronically for
respectively.
inspection by the members during the AGM. All

documents referred to in the Notice will also be 16. Member will be provided with a facility to attend
available for electronic inspection without any fee the e-AGM through VC/OAVM platform provided
by the members from the date of circulation of this by the Company’s RTA. Members may access the
Notice upto the date of AGM, i.e. 20th July, 2021. same at https://emeetings.kfintech.com by using the
Members seeking to inspect such documents can remote e-voting credentials. The link for e-AGM will
send an email to sharedepartment@stml.in. be available in shareholder/member’s login where
the ‘EVENT’ and the name of the company can be
14. Corporate/Institutional Members are entitled to
selected. Please note that the members who do not
appoint authorised representatives to attend the
have the User ID and Password for remote e-Voting
AGM through VC/OAVM on their behalf and cast
or have forgotten the User ID and Password may
their votes through remote e-voting or at the AGM.
retrieve the same by following the remote e-voting
Corporate/Institutional Members intending to
instructions mentioned in the Notice.
authorize their representatives to participate and
vote at the Meeting are requested to send a certified 17. The Company’s Registrar and Transfer Agents for its
copy of the Board resolution / authorization letter Share Registry Work (Physical and Electronic) are
to the Scrutiniser at e-mail ID csjigarvyas@gmail. KFin Technologies Private Limited having their office
com with a copy marked to evoting@kfintech.com at Selenium, Tower-B, Plot No. 31 & 32, Gachibowli,
and to the Company at sharedepartment@stml.in, Financial District, Nanakramguda, Hyderabad,
authorising its representative(s) to attend and vote Telangana 500032.
through VC/ OAVM on their behalf at the Meeting,
18. The Members can join the AGM in the VC/OA VM mode
pursuant to Section 113 of the Act.
30 minutes before and 15 minutes after the scheduled
15. Electronic dispatch of notice and annual report: In time of the commencement of the Meeting by following
accordance with the MCA General Circular No. 20/2020 the procedure mentioned in the Notice. The Members
dated 5th May, 2020 and SEBI Circular No. SEBI/ HO/ will be able to view the proceedings on the KFin
CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020, Technologies Private Limited (‘KFin) e-Voting website
in view of the prevailing situation and owing to the at https://emeetings.kfintech.com. The facility of
difficulties involved in dispatching physical copies of participation at the AGM through VC/OA VM will be
the financial statements (including Board’s Report, made available to at least 1,000 Members on a first
Auditor’s Report or other documents required to be come first served basis as per the MCA Circulars. The
attached therewith) for the Financial Year ended 31st detailed instructions for joining the Meeting through
March, 2021 pursuant to section 136 of the Act and VC/OA VM form part of the Notes to this Notice.
Notice calling the Annual General Meeting pursuant
19. Book Closure: The Register of Members and Transfer
to section 101 of the Act read with the Rules framed
Books of the Company will remained closed from
thereunder, such statements including the Notice of
Thursday, 15th July, 2021 to Tuesday, 20th July, 2021
AGM are being sent only in electronic mode to those
(both days inclusive) for the purpose of AGM.
Members whose e-mail addresses are registered with
the Company/ KFintech or the Depository Participant(s). 20. Transfer of shares permitted in demat form only:
The Company will not be dispatching physical copies of As per Regulation 40 of the Listing Regulations,
such statements and Notice of AGM to any Member. as amended, securities of listed companies can
Members are requested to register/update their be transferred only in dematerialised form with
email addresses, in respect of electronic holdings with effect from April 1, 2019, except in case of request
the Depository through the concerned Depository received for transmission or transposition of
Participants and in respect of physical holdings with securities. In view of this and to eliminate all
KFintech by following due procedure. A copy of the risks associated with physical shares and to avail
Notice of this AGM along with Annual Report for the various benefits of dematerialisation, Members
Financial Year 2020-21 is available on the website of the are advised to dematerialise their shares held in
Company at www.surattextilemillsltd.com, website of physical form.
the Stock Exchanges where the shares of the Company
are listed i.e. BSE Limited at www.bseindia.com and 21. Members are accordingly requested to get in touch
on the website of KFin Technologies Private Limited at with any Depository Participant having registration
https://evoting.karvy.com. with SEBI to open a Demat account or alternatively,

contact the nearest branch of KFin Technologies number, email ID, mobile number etc. The queries
Private Limited to seek guidance in the demat may be raised precisely and in brief to enable the
procedure. Members may also visit website of Company to answer the same suitably depending
depositories viz. National Securities Depository on the availability of time at the AGM.
Limited viz. https://nsdl.co.in/faqs/faq.php or Central
b. Alternatively, Members holding shares as on the
Depository Services (India) Limited viz. https://www.
cut-off date i.e. Wednesday, 14th July, 2021, may
cdslindia.com/investors/open-demat.html for further
also visit https://emeetings.kfintech.com and
understanding of the demat procedure.
click on the tab ”Post Your Queries“ and post
22. NOMINATION: Members can avail of the facility of their queries/views/ questions in the window
nomination in respect of shares held by them in physical provided, by mentioning their name, demat
form pursuant to the provisions of section 72 of the account number/folio number, email ID and
Act. Members desiring to avail of this facility may send mobile number. The window shall be closed 48
their nomination in the prescribed Form No. SH-13 hours before the time fixed for the AGM at 3.00
duly filled in to KFin Technologies Private Limited at the p.m. (IST) on Tuesday, 20th July, 2021.
above mentioned address. Members holding shares in
c. Members can also post their questions during
electronic form may contact their respective Depository
AGM through the “Ask A Question” tab, which is
Participants for availing this facility.
available in the VC/OAVM facility as well as in the
23. Consolidation of Physical Share Certificates: one way live webcast facility. The Company will,
Members holding shares in physical form, in identical at the AGM, endeavour to address the queries
order of names, in more than one folio are requested received till 3.00 p.m. (IST) on Tuesday, 20th July,
to send to the Company or Registrar, the details 2021 from those Members who have sent queries
of such folios together with the share certificates from their registered email IDs. Please note that
for consolidating their holdings in one folio. A Members’ questions will be answered only if they
consolidated share certificate will be issued to such continue to hold shares as on the cut-off date.
Members after making requisite changes.
2. SPEAKER REGISTRATION BEFORE AGM:
24. Members who wish to inspect the relevant
Members of the Company, holding shares as on the
documents referred to in the Notice can send an
cut-off date i.e. Wednesday, 14th July, 2021 and who
e-mail to sharedepartment@stml.in by mentioning
would like to speak or express their views or ask
their DP ID & Client ID/Physical Folio Number.
questions during the AGM may register themselves
25. To prevent fraudulent transactions, Members are as speakers by visiting https://emeetings.kfintech.
advised to exercise due diligence and notify the com and clicking on “Speaker Registration” during
Company of any change in address or demise of the period from Friday, 16th July, 2021 (9:00 a.m.
any Member as soon as possible. Members are also IST) upto Monday, 19th July, 2021 (5:00 p.m. IST).
advised not to leave their demat account(s) dormant Those Members who have registered themselves as
for long. Periodic statement of holdings should be a speaker will only be allowed to speak/express their
obtained from the concerned DPs and holdings views/ask questions during the AGM. The Company
should be verified from time to time. reserves the right to restrict the number of speakers
depending on the availability of time at the AGM.
1. SUBMISSION OF QUESTIONS / QUERIES PRIOR TO
AGM: 3. INSTRUCTIONS TO MEMBERS FOR ATTENDING THE
AGM THROUGH VC/OAVM ARE AS UNDER:
a. For ease of conduct of AGM, members who
wish to ask questions/express their views on the a) Members will be provided with a facility to
items of the businesses to be transacted at the attend the AGM through video conferencing
meeting are requested to write to the Company’s platform provided by KFin Technologies Private
investor email-id sharedepartment@stml.in, at Limited. Members are requested to login at
least 48 hours before the time fixed for the AGM https://emeetings.kfintech.com and click on the
i.e. by 3.00 p.m. (IST) on Tuesday, 20th July, 2021, “Video Conference” tab to join the Meeting by
mentioning their name, demat account no./folio using the remote e-voting credentials.

b) Members who do not have the User ID and facility to cast their vote electronically, through
Password for e-voting or have forgotten the User ID the e-Voting services provided by KFintech , on
and Password may retrieve the same by following all the resolutions set forth in this Notice. The
the remote e-voting instructions mentioned in the instructions for e-Voting are given herein below.
Notice to avoid last minute rush.
ii. However, in pursuant to SEBI circular no. SEBI/
c) Members may join the Meeting through HO/CFD/CMD/CIR/P/2020/242 dated December
Laptops, Smartphones, Tablets or iPads for 9, 2020 on “e-Voting facility provided by Listed
better experience. Further, Members will be Companies”, e-Voting process has been enabled
required to use Internet with a good speed to to all the individual demat account holders,
avoid any disturbance during the Meeting. by way of single login credential, through their
Members will need the latest version of Chrome, demat accounts / websites of Depositories / DPs
Safari, Internet Explorer 11, MS Edge or Firefox. in order to increase the efficiency of the voting
Please note that participants connecting from process.
Mobile Devices or Tablets or through Laptops
iii. Individual demat account holders would be able
connecting via mobile hotspot may experience
to cast their vote without having to register again
Audio/Video loss due to fluctuation in their
with the e-Voting service provider (ESP) thereby
respective network. It is therefore recommended
not only facilitating seamless authentication but
to use stable Wi-Fi or LAN connection to mitigate
also ease and convenience of participating in
any glitches. Members are encouraged to join
e-Voting process. Shareholders are advised to
the Meeting through Laptops with latest version
update their mobile number and e-mail ID with
of Google Chrome for better experience.
their DPs to access e-Voting facility.
d) Facility of joining the AGM through VC/OAVM
iv. The remote e-Voting period commences from
shall open 30 minutes before the time scheduled
Friday 16th July, 2021.
for the AGM and will be available for Members
on first come first served basis. v. The voting rights of Members shall be in
proportion to their shares in the paid-up equity
e) In case of any query and/or help, in respect
share capital of the Company as on the cut-off
of attending AGM through VC/OAVM mode,
date.
Members may refer to the Help & Frequently
Asked Questions (FAQs) and ‘AGM VC/OAVM’ vi. Any person holding shares in physical form
user manual available at the download Section and non-individual shareholders, who acquires
of https://evoting.kfintech.com or Manager - shares of the Company and becomes a Member
Corporate Registry, KFintech at Selenium, Tower of the Company after sending of the Notice and
B, Plot No. 31-32, Gachibowli, Financial District, holding shares as of the cut-off date, may obtain
Nanakramguda, Hyderabad, Telangana 500032 the login ID and password by sending a request
or at the email ID evoting@kfintech.com or call at evoting@Kfintech.com. However, if he / she
KFin Technologies Private Limited’s toll free No.: is already registered with KFintech for remote
1-800-309-4001 for any further clarifications. e-Voting then he /she can use his / her existing
User ID and password for casting the vote.
4. PROCEDURE FOR REMOTE E-VOTING:
vii. In case of Individual Shareholders holding
i. In compliance with the provisions of Section 108
securities in demat mode and who acquires
of the Act, read with Rule 20 of the Companies
shares of the Company and becomes a Member
(Management and Administration) Rules, 2014,
of the Company after sending of the Notice and
as amended from time to time, Regulation 44
holding shares as of the cut-off date may follow
of the SEBI Listing Regulations and in terms
steps mentioned below under “Login method
of SEBI vide circular no. SEBI/HO/CFD/CMD/
for remote e-Voting and joining virtual meeting
CIR/P/2020/242 dated December 9, 2020 in
for Individual shareholders holding securities in
relation to e-Voting Facility Provided by Listed
demat mode.”
Entities, the Members are provided with the

viii. The details of the process and manner for remote Step 2 : Access to KFintech e-Voting system in
e-Voting and e-AGM are explained herein below: case of shareholders holding shares in physical
and non-individual shareholders in demat mode.
Step 1 : Access to Depositories e-Voting system
in case of individual shareholders holding shares Step 3 : Access to join virtual meetings(e-AGM)
in demat mode. of the Company on KFin system to participate
e-AGM and vote at the AGM.
Details on Step 1 are mentioned below:

I) Login method for remote e-Voting for Individual shareholders holding securities in demat mode.
Type of shareholders Login Method
Individual 1. User already registered for IDeAS facility:
Shareholders holding I. Visit URL: https://eservices.nsdl.com
securities in demat
mode with NSDL II. Click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section.
III. On the new page, enter User ID and Password. Post successful authentication, click on
“Access to e-Voting”
IV. Click on company name or e-Voting service provider and you will be re-directed to
e-Voting service provider website for casting the vote during the remote e-Voting period.
2. User not registered for IDeAS e-Services
I. To register click on link : https://eservices.nsdl.com
II. Select “Register Online for IDeAS” or click at https://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp
III. Proceed with completing the required fields.
IV. Follow steps given in points 1
3. Alternatively by directly accessing the e-Voting website of NSDL
I. Open URL: https://www.evoting.nsdl.com/
II. Click on the icon “Login” which is available under ‘Shareholder/Member’ section.
III. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit
demat account number held with NSDL), Password / OTP and a Verification Code as
shown on the screen.
IV. Post successful authentication, you will requested to select the name of the company
and the e-Voting Service Provider name, i.e.KFintech.
V. On successful selection, you will be redirected to KFintech e-Voting page for casting
your vote during the remote e-Voting period.

Type of shareholders Login Method
Individual 1. Existing user who have opted for Easi / Easiest
Shareholders holding I. Visit URL: https://web.cdslindia.com/myeasi/home/login or
securities in demat
mode with CDSL URL: www.cdslindia.com
II. Click on New System Myeasi
III. Login with your registered user id and password.
IV. The user will see the e-Voting Menu. The Menu will have links of ESP i.e. KFintech
e-Voting portal.
V. Click on e-Voting service provider name to cast your vote.
2. User not registered for Easi/Easiest
I. Option to register is available at
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
II. Proceed with completing the required fields.
III. Follow the steps given in point 1
3. Alternatively, by directly accessing the e-Voting website of CDSL
I. Visit URL: www.cdslindia.com
II. Provide your demat Account Number and PAN No.
III. System will authenticate user by sending OTP on registered Mobile & Email as
recorded in the demat Account.
IV. After successful authentication, user will be provided links for the respective ESP, i.e
KFintech where the e- Voting is in progress.
Individual I. You can also login using the login credentials of your demat account through your DP
Shareholder login registered with NSDL /CDSL for e-Voting facility.
through their demat II. Once logged-in, you will be able to see e-Voting option.Once you click on e-Voting option,
accounts / Website you will be redirected to NSDL / CDSL Depository site after successful authentication,
of Depository wherein you can see e-Voting feature.
Participant
III. Click on options available against company name or e-Voting service provider – Kfintech
and you will be redirected to e-Voting website of KFintech for casting your vote during the
remote e-Voting period without any further authentication.
Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot
Password option available at respective websites.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Securities held with NSDL Please contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll
free no.: 1800 1020 990 and 1800 22 44 30
Securities held with CDSL Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com
or contact at 022- 23058738 or 022-23058542-43

Details on Step 2 are mentioned below: in “FOR” and partially “AGAINST” but the total
number in “FOR/AGAINST” taken together
II) Login method for e-Voting for shareholders other
shall not exceed your total shareholding as
than Individual’s shareholders holding securities in
mentioned herein above. You may also choose
demat mode and shareholders holding securities in
the option ABSTAIN. If the Member does not
physical mode.
indicate either “FOR” or “AGAINST” it will be
(A) Members whose email IDs are registered with the treated as “ABSTAIN” and the shares held will
Company/ Depository Participants (s), will receive not be counted under either head.
an email from KFintech which will include details
of E-Voting Event Number (EVEN), USER ID and viii. Members holding multiple folios/demat
password. They will have to follow the following accounts shall choose the voting process
process: separately for each folio/ demat accounts.
i. Launch internet browser by typing the URL: ix. Voting has to be done for each item of the notice
https://evoting.kfintech.com/ separately. In case you do not desire to cast your
vote on any specific item, it will be treated as
ii. Enter the login credentials (i.e. User ID and abstained.
password). In case of physical folio, User ID will
be EVEN (E-Voting Event Number) xxxx, followed x. You may then cast your vote by selecting an
by folio number. In case of Demat account, User appropriate option and click on “Submit”.
ID will be your DP ID and Client ID. However, if xi. A confirmation box will be displayed. Click “OK”
you are already registered with KFintech for to confirm else “CANCEL” to modify. Once you
e-voting, you can use your existing User ID and have voted on the resolution (s), you will not be
password for casting the vote. allowed to modify your vote. During the voting
iii. After entering these details appropriately, click period, Members can login any number of times
on “LOGIN”. till they have voted on the Resolution(s).
iv. You will now reach password change Menu xii. Corporate/Institutional Members (i.e. other than
wherein you are required to mandatorily Individuals, HUF, NRI etc.) are also required to send
change your password. The new password shall scanned certified true copy (PDF Format) of the
comprise of minimum 8 characters with at least Board Resolution/Authority Letter etc., authorizing
one upper case (A- Z), one lower case (a-z), one its representative to attend the AGM through
numeric value (0-9) and a special character VC / OAVM on its behalf and to cast its vote
(@,#,$, etc.,). The system will prompt you to through remote e-voting. together with attested
change your password and update your contact specimen signature(s) of the duly authorised
details like mobile number, email ID etc. on first representative(s), to the Scrutinizer at email id
login. You may also enter a secret question and csjigarvyas@gmail.com with a copy marked to
answer of your choice to retrieve your password evoting@kfintech.com. The scanned image of the
in case you forget it. It is strongly recommended above-mentioned documents should be in the
that you do not share your password with any naming format “Corporate Name_Even No.”
other person and that you take utmost care to (B) Members whose email IDs are not registered with
keep your password confidential. the Company/Depository Participants(s), and
consequently the Annual Report, Notice of AGM and
v. You need to login again with the new credentials.
e-voting instructions cannot be serviced, will have to
vi. On successful login, the system will prompt you follow the following process:
to select the “EVEN” i.e., “AGM” and click on
i. Members who have not registered their email
“Submit”
address and in consequence the Annual Report,
vii. On the voting page, enter the number of shares Notice of AGM and e-voting instructions
(which represents the number of votes) as cannot be serviced, may temporarily get
on the Cut-off Date under “FOR/AGAINST” or their email address and mobile number
alternatively, you may partially enter any number provided with KFintech, by accessing the link:

https://ris.kfintech.com/clientser vices/ iv. Members will be required to grant access to
mobilereg/mobileemailreg.aspx. Members are the webcam to enable VC / OAVM. Further,
requested to follow the process as guided to Members connecting from Mobile Devices or
capture the email address and mobile number Tablets or through Laptop connecting via Mobile
for sending the soft copy of the notice and Hotspot may experience Audio/Video loss due
e-voting instructions along with the User ID and to fluctuation in their respective network. It is
Password. In case of any queries, member may therefore recommended to use Stable Wi-Fi or
write to einward.ris@kfintech.com. LAN Connection to mitigate any kind of aforesaid
glitches.
ii. Alternatively, member may send an e-mail
request at the email id einward.ris@kfintech.com v. As the AGM is being conducted through VC /
along with scanned copy of the signed copy of OAVM, for the smooth conduct of proceedings
the request letter providing the email address, of the AGM, Members are encouraged to
mobile number, self-attested PAN copy and express their views / send their queries in
Client Master copy in case of electronic folio and advance mentioning their name, demat account
copy of share certificate in case of physical folio number / folio number, email id, mobile number
for sending the Annual report, Notice of AGM at https://emeetings.kfintech.com. Questions /
and the e-voting instructions. queries received by the Company till Monday,
19th July 2021 (5.00 p.m. IST) shall only be
iii. After receiving the e-voting instructions, please
considered and responded during the AGM.
follow all steps above to cast your vote by
electronic means. vi. The Members who have not cast their vote
Details on Step 3 are mentioned below: through remote e-voting shall be eligible to cast
their vote through e-voting system available
III) Instructions for all the shareholders, including during the AGM. E-voting during the AGM is
Individual, other than Individual and Physical, for integrated with the VC / OAVM platform. The
attending the AGM of the Company through VC/ Members may click on the voting icon displayed
OAVM and e-Voting during the meeting. on the screen to cast their votes.
i. Member will be provided with a facility to attend vii. A Member can opt for only single mode of voting
the AGM through VC / OAVM platform provided i.e., through Remote e-voting or voting at the
by KFintech. Members may access the same at AGM. If a Member casts votes by both modes,
https://emeetings.kfintech.com by using the then voting done through Remote e-voting shall
e-voting login credentials provided in the email prevail and vote at the AGM shall be treated as
received from the Company/KFintech. After invalid.
logging in, click on the Video Conference tab and
select the EVEN of the Company. Click on the video viii. Facility of joining the AGM through VC / OAVM
symbol and accept the meeting etiquettes to join shall be available for atleast 2000 members on
the meeting. Please note that the members who first come first served basis.
do not have the User ID and Password for e-Voting ix. Institutional Members are encouraged to attend
or have forgotten the User ID and Password may and vote at the AGM through VC / OAVM.
retrieve the same by following the remote e-Voting
OTHER INSTRUCTIONS
instructions mentioned above.
I. Speaker Registration: The Members who wish to
ii. Facility for joining AGM though VC/ OAVM
speak during the meeting may register themselves as
shall open atleast 30 minutes before the
speakers for the AGM to express their views. They can
commencement of the Meeting.
visit https://emeetings.kfintech.com and login through
iii. Members are encouraged to join the Meeting the user id and password provided in the mail received
through Laptops/ Desktops with Google Chrome from Kfintech. On successful login, select ‘Speaker
(preferred browser), Safari, Internet Explorer, Registration’ which will opened from Friday, 16th
Microsoft Edge, Mozilla Firefox 22. July 2021 (9.00 a.m. IST) to Monday, 19th July 2021
(5.00 p.m. IST). Members shall be provided a ‘queue

number’ before the meeting. The Company reserves the ii. If e-mail address or mobile number of the
right to restrict the speakers at the AGM to only those member is registered against Folio No. /
Members who have registered themselves, depending DP ID Client ID, then on the home page of
on the availability of time for the AGM. https://evoting.kfintech.com, the member may
click “Forgot Password” and enter Folio No. or
II. Post your Question: The Members who wish to DP ID Client ID and PAN to generate a password.
post their questions prior to the meeting can do iii. Members who may require any technical
the same by visiting https://emeetings.kfintech. assistance or support before or during the AGM
com. Please login through the user id and password are requested to contact KFintech at toll free
provided in the mail received from Kfintech. number 1-800-309-4001 or write to them at
On successful login, select ‘Post Your Question’ evoting@kfintech.com .
option which will be opened from Friday, 16th July
VI. The results of the electronic voting shall be declared
2021 (9.00 a.m. IST) to Monday, 19th July 2021
to the Stock Exchanges after the AGM. The results
(5.00 p.m. IST). along with the Scrutinizer’s Report, shall also be
III. In case of any query and/or grievance, in respect of placed on the website of the Company.
voting by electronic means, Members may refer to 6. VOTING AT THE AGM:
the Help & Frequently Asked Questions (FAQs) and a. The procedure for e-voting during the AGM is
E-voting user manual available at the download same as the instructions mentioned above for
section of https://evoting.kfintech.com (KFintech remote e-voting since the Meeting is being held
Website) or contact Manager - Corporate Registry, through VC/OAVM.
at evoting@kfintech.com or call KFintech’s toll free
b. The e-voting window shall be activated upon
No. 1-800-309-4001 for any further clarifications. instructions of the Chairman of the Meeting
IV. The Members, whose names appear in the Register of during the AGM.
Members / list of Beneficial Owners as on Wednesday, c. E-voting during the AGM is integrated with the
14th July, 2021, being the cut-off date, are entitled to VC/OAVM platform and no separate login is
vote on the Resolutions set forth in this Notice. A person required for the same.
who is not a Member as on the cut-off date should treat d. Only those Members/ Shareholders, who will be
this Notice for information purposes only. Once the vote present in the AGM through VC/OAVM facility
on a resolution(s) is cast by the Member, the Member and have not cast their vote on the Resolutions
shall not be allowed to change it subsequently. through remote e-voting and are otherwise not
barred from doing so, shall be eligible to vote
V. In case a person has become a Member of the
through e-voting system in the AGM.
Company after dispatch of AGM Notice but on or
before the cut-off date for E-voting, he/she may e. Members who have already cast their votes by
obtain the User ID and Password in the manner as remote e-voting are eligible to attend the Meeting
mentioned below: through VC/OAVM; however, these Members are
not entitled to cast their vote again during the
i. If the mobile number of the member is Meeting. A Member can opt for only single mode
registered against Folio No./ DP ID Client ID, of voting i.e. through Remote e-voting or voting
the member may send SMS: MYEPWD <space> through VC/OAVM mode during the AGM.
E-Voting Event Number+Folio No. or DP ID Client OTHER INFORMATION:
ID to 9212993399
a) The Scrutinizer shall, immediately after the
1. Example for NSDL: conclusion of voting at the AGM, count the votes
2. MYEPWD <SPACE> IN12345612345678 cast at the Meeting, thereafter unblock the votes
cast through remote e-voting in the presence
3. Example for CDSL:
of at least two witnesses who are not in the
4. MYEPWD <SPACE> 1402345612345678 employment of the Company and make, not later
5. Example for Physical: than 48 hours of conclusion of the Meeting, a
consolidated Scrutinizer’s Report of the total votes
6. MYEPWD <SPACE> XXXX1234567890
cast in favour or against, if any, to the Chairman or
to a person authorized by the Chairman in writing
who shall countersign the same.

b) The Chairman or the person authorized by The process for registration of email address
him in writing shall forthwith on receipt of the with KFin Technologies Private Limited for
consolidated Scrutinizer’s Report, declare the receiving the Notice of AGM and login ID and
Results of the voting. The Results declared, along password for e-voting is as under:
with the Scrutinizer’s Report, shall be placed on
the Company’s website and on the website of i. Visit the link: https://ris.kfintech.com/
Karvy immediately after the results is declared and clientservices/mobilereg/mobileemailreg.
communicated to the Stock Exchanges where the aspx
equity shares of the Company are listed. ii. Select the Company name viz. Surat Textile
c) Subject to the receipt of requisite number of Mills Limited.
votes, the Resolutions forming part of the Notice iii. Enter the DP ID & Client ID / Physical Folio
of Annual General Meeting shall be deemed to Number and PAN details. In the event the
be passed on the date of the AGM i.e. Tuesday, PAN details are not available on record for
20th July, 2021.
Physical Folio, Member shall enter one of
7. PROCEDURE FOR REGISTERING THE EMAIL the Share Certificate numbers.
ADDRESSES AND OBTAINING THE AGM NOTICE
iv. Upload a self-attested copy of the PAN
AND E-VOTING INSTRUCTIONS BY THE MEMBERS
card for authentication. If PAN details are
WHOSE EMAIL ADDRESSES ARE NOT REGISTERED
WITH THE DEPOSITORIES (IN CASE OF MEMBERS not available in the system, the system
HOLDING SHARES IN DEMAT FORM) OR WITH will prompt the Member to upload a self-
KFIN TECHNOLOGIES PRIVATE LIMITED (IN CASE OF attested copy of the PAN card for updation.
MEMBERS HOLDING SHARES IN PHYSICAL FORM): v. Enter your email address and mobile number.
I. Those Members who have not yet registered vi. The system will then confirm the email
their email addresses are requested to get their address for receiving this AGM Notice.
email addresses registered by following the The Members may also visit the website
procedure given below: of the Company www.surattextilemillsltd.
a. Members holding shares in demat form can com and click on the “email registration”
get their email ID registered by contacting and follow the registration process as
their respective Depository Participant. guided thereafter. Please note that in case
of shareholding in dematerialised form,
b. Members holding shares in physical form the updation of email address will be
may register their email address and mobile temporary only upto AGM.
number with KFin Technologies Private
Limited by sending an email request at the III. After successful submission of the email
email ID einward.ris@kfintech.com along address, KFin Technologies Private Limited will
with signed scanned copy of the request letter email a copy of this AGM Notice along with the
providing the email address, mobile number, e-voting user ID and password. In case of any
self-attested copy of the PAN card and copy queries, Members are requested to write to KFin
of the Share Certificate for registering their Technologies Private Limited.
email address and receiving the AGM Notice
and the e-voting instructions. IV. Those Members who have already registered
their email addresses are requested to keep
II. To facilitate Members to receive this Notice their email addresses validated/updated with
electronically and cast their vote electronically, their DPs / KFin Technologies Private Limited
the Company has made special arrangements with to enable serving of notices / documents /
KFin Technologies Private Limited for registration Annual Reports and other communications
of email addresses of the Members in terms of electronically to their email address in future.
the MCA Circulars. Eligible Members who have not
submitted their email address to the Company or By Order of the Board of Directors
KFin Technologies Private Limited are required to
provide their email address to KFin Technologies Chinmay M. Methiwala
Private Limited, on or before 5:00 p.m. (IST) on Place: Surat Company Secretary
Wednesday, 14th July, 2021. Date: 16th June, 2021 Membership No. ACS 48146

Statement pursuant to Section 102(1) of the Companies Act, 2013
The following Explanatory Statement sets out all material iii. Shall continue to comply with the conditions
facts relating to the Special Business as mentioned under mentioned at sub-clauses (i), (ii) and (iii) of clause
Item Nos. 3, 4 and 5 of the accompanying Notice dated (b) of Regulation 31A(3) of SEBI (Listing Obligations
16th June, 2021 and Disclosure Requirements) Regulations, 2015 at all
times from the date of re-classification, failing which,
Item No.3: shall be reclassified as promoter/person belonging to
Garden Silk Mills Limited (GSML) a Member of Promoter the promoter group of the company.
Group of the Company holding 1,45,00,000 equity shares, iv. Shall comply with the conditions mentioned in the
constituting about 6.53% of the paid-up equity share sub-clauses (iv) and (v) of clause (b) of Regulation
capital of the Company, vide letter dated 24th March, 31A(3) of SEBI (Listing Obligations and Disclosure
2021 has requested for reclassifying them from “Promoter Requirements), Regulations, 2015 for a period of not
and Promoter Group” Category to the “Public” Category. less than three years from the date of reclassification,
GSML was recently taken over by MCPI Private Limited failing which, shall be reclassified as promoter/person
through corporate insolvency resolution process under belonging to a promoter group of the company.
the Insolvency and Bankruptcy Code 2016 and ceases to
be part of existing other Promoter and Promoter Group Members may also note that the Company is in compliant
of the Company. with the requirement for minimum public shareholding
as required under Regulation 38 of the SEBI Listing
GSML has therefore requested for change of its status of Regulations, does not have trading in its shares suspended
promoter category to public category in the Company. by the stock exchanges and does not have any outstanding
GSML has confirmed compliance with the following dues to the Securities and Exchange Board of India, the
conditions prescribed under Regulation 31A of SEBI (Listing Stock Exchanges or the Depositories.
Obligations and Disclosure Requirements), Regulations, The Post shareholding of Promoter and Promoter group
2015 such as: after reclassification of GSML, will be as under:
i. GSML
Member Pre- Post-
a) do not hold more than 10% of the total voting
reclassification reclassification
rights in the company
Promoter and 74.98% 68.45%
b) do not exercise control over the affairs of the Promoter Group
Company, directly or indirectly
Further, promoter seeking reclassification and person
c) do not have any special rights with respect related to promoter under Regulation 31A(1)(b)
to the company through formal or informal seeking reclassification shall not vote to approve such
arrangements including through any shareholder reclassification request. Members may note that none
agreements of other promoters of the Company are related to GSML
d) are not being represented on the board of which is seeking reclassification from “Promoter and
directors (including not having a nominee Promoter Group” Category to “Public” Category.
director) of the Company
Members may further note that on the basis of the
e) do not act as a key managerial person of the rationale and the confirmation provided by Garden Silk
Company Mills Limited in accordance with provisions of Regulation
f) are not ‘wilful defaulter(s)’ as per the Reserve 31A of the SEBI Listing Regulations, the Board of Directors
Bank of India Guidelines of the Company at their meeting held on 31st March, 2021
g) are not fugitive economic offender. had unanimously approved reclassification of GSML from
“Promoter and Promoter Group” Category to the “Public”
ii. There is no pending regulatory action. Category.

Post approval from the members, the Company will take Item No. 5:
appropriate steps including approval from Stock Exchange
Considering the present scenario and to implement the
where shares of the Company are listed for reclassification
future business plans for diversification, the Board of
of GSML, from “Promoter and Promoter Group” Category
Directors of the Company proposes to undertake and
to the “Public” Category.
carry on business of trading in all commodities and other
None of the Directors or Key Managerial Personnel of the commodity related activities, specifically covered in the
Company and their relatives are concerned or interested, new proposed additional object clauses.
financially or otherwise, in the Ordinary Resolution.
This will enable the Company to carry on its business
This statement may also be regarded as an appropriate
economically and efficiently. This will also enlarge the area
disclosure under the SEBI Listing Regulations.
of operations of the Company.
The Board recommends the Ordinary Resolution set out
For this purpose, the Object Clause of the Memorandum
at Item No. 3 of the Notice for approval of the Members.
of Association (MOA) of the Company, requires to be
Item No.4: altered to cover a wide range of activities to enable your
Company to consider embarking upon new activities.
In terms of the provisions of Section 148 of the Act and
the Rules made thereunder, the Company is required to It is therefore proposed to insert the new sub-clause (2),
maintain Cost Audit records and have the same audited (3) and (4) after the sub-clause (1) of the existing Main
by a Cost Auditor. Based on the recommendation of the Object clause III(A), as stated in the resolution.
Audit Committee, the Board of Directors at its meeting The above amendment would be subject to the approval
held on 3rd June, 2021, appointed M/s P. M. Nanabhoy of the Registrar of Companies and other regulatory
& Co., Cost Accountants, (Firm Registration No. 000012), authorities, as may be necessary.
as Cost Auditor of the Company for conducting the Cost
The Board of Directors of the Company at its meeting held
Audit for the Financial Year ending March 31, 2022, on a
on 16th June, 2021 have approved the alteration of the
remuneration of Rs.86,250/- (Rupees Eighty-six Thousand
Object Clause of MOA of Company and the Board now
Two Hundred Fifty only), plus applicable taxes thereon,
seeks members’ approval for the same.
reimbursement of travel and out-of-pocket expenses
incurred in connection with the cost audit. A copy of the Amended MOA of the Company would be
available for inspection for the Members of the Company
Rule 14 of the Companies (Audit and Auditors) Rules, 2014
at the Registered Office of the Company during the period
as amended, requires that the remuneration payable to
beginning twenty-four hours before the time fixed for
the Cost Auditor be ratified by the Members. Hence, the
the commencement of the meeting and ending with the
resolution at Item No. 4 of the Notice.
conclusion of the meeting.
The Directors recommend that the remuneration payable
None of the Directors or Key Managerial Personnel
to the Cost Auditor in terms of the resolution set out at
of the Company and their relatives are concerned
Item No.4 of the accompanying Notice be ratified by the
or interested financially or otherwise, in the Special
Members.
Resolution except to the extent of their shareholding in
None of the Directors or Key Managerial Personnel of the the Company, if any.
Company and their respective relatives is concerned or
The Board recommends the Special Resolution set out at
interested, financially or otherwise, in the Resolution set
Item No. 5 of the Notice for approval of the Members.
out at Item No.4 of the accompanying Notice.
By Order of the Board of Directors
Place: Surat Company Secretary
Date: 16th June, 2021 Membership No. ACS 48146

DETAILS OF DIRECTOR SEEKING APPOINTMENT / RE-APPOINTMENT AT THE ANNUAL GENERAL
MEETING
(Pursuant to Regulation 26(4) and 36(3) of Listing Regulations and Secretarial Standards-2 on General Meetings issued
by the ICSI)
Name of the Director Mr. Yogesh C. Papaiya
Wholetime Director & CFO
DIN 00023985
Date of Birth 15/12/1952
Age 69 years
Date of first appointment on the Board 23/10/2000
Qualification F.C.A. (Fellow Member of the Institute of Chartered Accountants
of India)
Expertise in specific functional areas Wide experience in Accounting, Taxation including functional
expertise in Corporate Management.
Directorship in other Public Companies (excluding Nil
foreign companies and Section 8 companies)
Memberships / Chairmanship of committees in Nil
other public limited companies
No. of Board Meetings attended during the year 05
Relationship with other Directors and KMPs None
Number of shares held in the Company
(a) Own Nil
(b) For other persons on a beneficial basis Nil
Note: For other details such as the number of meeting of the Board / Committee attended during the year, remuneration
drawn in respect of the above Director, please refer to the Corporate Governance Report, which forms part of the Annual
Report.

DIRECTORS' REPORT & MANAGEMENT’S DISCUSSION AND ANALYSIS
Dear Shareholders,
Your Directors present their 75th Annual Report on the performance of the Company together with the Audited Financial
Statements for the financial year ended 31st March, 2021.The Management’s Discussion and Analysis Report as required
under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
forms part of this report.
Financial Highlights
The financial performance of the Company for the financial year ended 31st March, 2021 is summarised below:
(Rs. in Crore)
Particulars 2021 2020

Revenue from Operations 131.14 180.28
Other income 4.73 4.61
Operating Profit / EBITDA (including other income) 17.96 12.01
Less: Finance Costs 0.16 0.76
Profit before Depreciation & Amortisation Expenses 17.80 11.25
Less: Depreciation & Amortisation Expenses 0.39 0.46
Profit before tax 17.41 10.79
Review of Operations Your Company achieved total revenue of Rs.131.14 Crore

for the financial year 2020-21 as compared to Rs.180.28
The outbreak of Coronavirus (COVID-19) pandemic
Crore for the previous year, a decline of about 27.25%.
globally and in India is causing significant disturbance
and slowdown of economic activities. The Company's The fall in overall sales was primarily due to lower capacity
operations and revenue during FY21 were impacted due utilisation due to Covid-19 restrictions and subdued
to COVID-19. raw material scenario which resulted into lower price
realisation.
The manufacturing operations of the Company at its
plant Village Jolwa, Taluka Palsana, Dist. Surat remained Low international prices of oil drove down prices of PTA
temporarily suspended during major part of first quarter and MEG raw materials. However, with demand picking up
of FY21 as per the directives of the Government, keeping for specialty chips, margins improved.
in mind the paramount need of safety of the employees. We earned an operating profit of Rs.17.96 Crore,
The ongoing pandemic and partial lockdown during the representing 13.70% of total revenues, compared to
year in different parts of the country further restricted the Rs.12.01 Crore, representing 6.66% of total revenues,
logistic arrangement coupled with slowdown of overall during the previous year.
demand and weakening of the various commodities.
The total sale of chips in volume terms for the year FY21
The manufacturing operations of the Company are was lower at 18155 MT as compared to 23305 MT in the
conducted in compliance with the relevant guidelines previous year. The production of Chips during FY21 was
/ advisory issued by the central government and state also lower at 18119 MT as compared to 23325 MT in the
authorities, for taking necessary measures for the previous year.
containment of COVID-19, including measures like
maintaining social distancing. During the year under review, there were no exceptional
or extra-ordinary items.
Sales fell sharply during the year with the Covid second
wave and ongoing local lockdowns disrupting both Close watch on raw material prices and strict inventory
production and retail sales, even as consumers cut back management has helped the Company in these challenging
spending. times.

The Company continues to have a clear price and product Reclassification of Garden Silk Mills Limited
leadership in its specialty chips segment, especially shareholding from Promoter category to Public
cationic. It continues to be perceived in the market as a
premium producer of quality chips. category
GSML, one of the Promoter Group Company holding
Better working capital management helped the Company
1,45,00,000 Equity Shares of Rs. 1/- each fully paid up
to reduce its Interest / Finance Costs from Rs.0.76 Crore in
in the Company, had submitted its request to the Board
FY20 to Rs.0.16 Crore for FY21.
of Directors for their reclassification from Promoter
During second quarter of FY21, your Company resumed and Promoter Group Category to Public Category in
manufacturing operation at its Polycondensation Plant at the shareholding pattern of Surat Textile Mills Limited,
Village Jolwa in a gradual manner under the guidelines of pursuant to Regulation 31A of SEBI (LODR) Regulations,
central government and state authorities. However, owing 2015.
to COVID restrictions coupled with migration of labour,
The Board of Directors of the Company at its meeting
the Company operated its plants at Village Jolwa at lower
held on 31st March, 2021 approved the proposal for
capacity.
reclassification as requested subject to approval of
The production at polyester spinning division of the shareholders and the approval of stock exchange i.e. BSE
Company at Village Jolwa remained suspended during the Limited where the shares of the Company are listed.
year 2020-21 due to competitive pressure and prevailing
market conditions in the yarn segment. Dividend
In view of the current economic slowdown due to COVID-19 In order to strengthen the reserves of the year, your
pandemic, health impact on employees and prevailing directors consider it prudent to plough back the profits
uncertainty to the growth of business activities more and not to recommend any dividend for the financial year
particularly in the segment in which Company is operating, 2020-21.
the Directors are considering and evaluating the proposal
for sale/transfer/disposal of the assets of ‘Spinning Transfer to Reserves
Division’ and the Polycondensation Plant at Village Jolwa The Board of Directors have decided to retain the entire
along with Land & Building and the Inventories on an “as is amount of profits for Financial Year 2020-21 in the
where is” basis, in the overall interest of the stakeholders. Retained Earnings and do not propose to transfer any
amount to general reserve.
Loss on investment held in Garden Silk Mills
Limited consequent to extinguishment of Share Capital
equity capital. The Paid-up Equity Share Capital of the Company as on
The Hon'ble National Company Law Tribunal (NCLT), March 31, 2021 was Rs.2220.64 Lakhs comprising of
Ahmedabad Bench vide its Order dated 1st January, 2021 22,20,64,440 equity shares of Rs.1 each. During the year
approved Resolution Plan of Garden Silk Mills Limited under review, your Company has neither issued any shares
(GSML) in the matter of IA 661 of 2020 in CP(IB) 453 of with differential voting rights nor has granted any stock
2018. As an integral part of the Resolution Plan and on options or sweat equity. The Company has paid Listing
implementation on the same, GSML stands delisted w.e.f. Fees for the Financial Year 2021-22, to BSE Limited where
8th February, 2021 from BSE and NSE. its equity shares are listed.
Further, as per the said Order the entire Issued, Subscribed Nature of Business
and Paid up Equity Share Capital of Garden Silk Mills
Your Company is known to be a producer of polyester chips
Limited shall stand extinguished in full without payment
and differentiated partially oriented yarn (POY). During the
of any consideration / pay out / exit offer. Accordingly the
year under review, there was no change in the nature of
investment of 480878 Equity Shares of Rs.10 each fully paid
business of the Company.
up held by the Company in GSML stands extinguished and
the loss on derecognition of investment by extinguishment COVID-19 and its impact
of Equity Shares of GSML have been passed in books of
account of the Company. Your Directors have been periodically reviewing the impact
of COVID-19 on the Company.

The Company has considered the possible effects that may The Indian manufacturing sector is showing increasing
result from COVID-19 in the preparation of these financial signs of strain as the Covid-19 crisis intensifies. Key
results. The Company believes that pandemic is unlikely gauges of current sales, production and inputs being
to impact on the recoverability of the carrying value of weakened noticeably in first quarter of FY22 and pointed
its assets as at 31st March, 2021. Looking to the present to the slowest rates of increase in the ten months.
situation of pandemic, the extent to which the same will
(b) Industry Scenario
impact Company's future financial results is currently
uncertain and will depend on future developments. The year under review saw a significant reduction in
The Management anticipates slowdown for the polyester polyester demand and supply owing to the pandemic.
sector overall in the short term due to COVID-19 pandemic, However, the industry recovered ferociously after the
and is also keeping a close watch on any other possible 1st wave and did rather good overall for the year. This
impacts of second or future waves of the pandemic. was true for the company’s products as well.
The Board and the Management will continue to closely Raw material prices have recovered considerably but
monitor the situation as it evolves and do its best to take the industry has witnessed healthy pricing power and
all necessary measures, in the interests of all stakeholders been able to pass on these increases to the customer.
of the Company.
It is expected that once the 2nd wave wanes in the
Industries Structure current fiscal, demand would recover as before.
(a) Overview of the economy (c) Opportunities, Challenges, Threats, Risks and
Indian Economy Concerns
India’s economy grew at a better-than-expected rate The COVID-19 pandemic is a global humanitarian and
of 1.6% in the January-March quarter from a year health crisis, which continues to impact the major
ago, but the severe second Covid wave has created part of the country and the other geographies also
economic uncertainty and dampened sentiment. reporting second and third waves of infections. The
actions taken by various governments to contain the
The economy, which was facing a slowdown even pandemic, such as closing of borders and lockdown
before the pandemic broke out last year, contracted restrictions, have resulted in significant disruption to
by 7.3% during April 2020 to March 2021 fiscal people and businesses.
(FY21), weighed down by nationwide lockdown that
pummelled consumption and halted most economic The uncertainty in demand with prolonged economic
activities. impacts of the COVID-19 pandemic will result in
impact to production and may cause us to implement
This is the first full-year contraction in the Indian major cost control measures and other initiatives.
economy in the last four decades since 1979-80,
when GDP had shrunk by 5.2%. The economy has New and changing regulatory compliance, corporate
grown by 4% in the previous 2019-20 fiscal. governance and disclosure requirements may
increase our costs of compliance.
The Government does not expect the severe second
wave to have a large economic impact. However, the Change in the policies of the Government of India
outlook appears uncertain. may adversely affect economic conditions in the
country generally, which could impact our business
The pandemic has resulted in a huge number of and prospects.
job losses. According to CMIE over 97% Indians
have become poorer compared with the last year Covid has resulted in the loss of senior factory
and unemployment levels are at 13.73%. This will personnel and continues to pose a risk to health
take a toll on consumption and consumption led of employees just is does to the wider public. Risks
Companies. Given the strong recovery in other related to the market in which we operate, may affect
countries commodity prices may remain strong and our profitability negatively if shutdown is prolonged
there is a worry about inflation, global as well as local, or if we are unable to eliminate fixed or committed
and its impact on interest rates. costs in line with reduced demand.Unavailability of
supply of electricity is another risk factor.

The Government’s ability to limit the spread of the Material cost
virus and materially increase the rate of vaccinations
Cost of raw material for FY21 constituted 77.42% of total
will have a direct impact on the trajectory of both
expenses as compared to 80.83% in previous year FY20.
health and economic outcome.
The cost of both major raw materials remained low during
(d) Business Outlook the year.
Indian economy is expected to rebound in current The material cost as a percentage of revenue decreased from
fiscal ending March ‘22 and perhaps clock a growth of 78.06% in the previous year to 69.93% in the current year.
9-10%, but a severe second Covid wave has increased Energy Cost
risks to India’s credit profile and rated entities.
Power and Fuel cost for FY21 constituted 6.09% of total
India’s economy rebounded quickly from a steep expenses as compared to 5.21% in previous year FY20.
contraction in 2020, but a severe second wave of the Optimizing power and fuel costs is one of the major drivers
coronavirus has increased risks to the outlook with for improving the Company’s operational performance.
potential larger-term credit implications. Risk to India’s
credit profile, including a persistent slow-down in
Finance costs
growth, weak government finances and rising financial The interest expense for the year ended 31 March, 2021
sector risk, have been exacerbated by the shock. was lower at Rs.0.16 Crore as compared to Rs.0.76 Crore
in the previous year.
There are signs of pickup in economic activity and
the recovery should gather pace by the end of first Employee benefits expense
quarter FY22, helped by the decline in COVID cases The employee benefits expense or personnel cost as a
and faster vaccination. percentage of revenue has increased from 1.20% in the
Going forward, capacity utilisation in polyester previous year to 1.87% in the current year.
industry is expected to sustain at better levels in Depreciation, amortisation and impairment expense
FY22. Cotton yarn realisation is expected to be
Depreciation, amortisation and impairment expenses for
strong, driven by the ban on Chinese cotton by the
FY21 were at Rs.0.39 Crore as compared to Rs.0.46 Crore
US. Revenue of all three segments - cotton yarn,
in previous year.
readymade garments and home textiles is expected
to recover to pre COVID levels in FY22 with good Other expenses
demand driven by knitted garments and home textiles Other expenses as a percentage of revenue for FY21 have
segments, with operating profitability by 200-250 bps increased from 16.63% in the previous year to 18.12% in the
as cotton yarn spreads are expected to remain high current year due to lower business volume and revenue.
(CRISIL). Polyester as a strong substitute of cotton is
also expected to recover well in the 2nd half of the The overall other expenses for FY21 were lower at Rs.23.76
year, also owing to pent-up demand. Crore as compared to Rs.29.98 Crore in FY20 primarily
on account of reduction in manufacturing expenses and
Financial Performance selling and distribution expenses.
Revenue Subsidiary, Joint Venture and Associate
Total revenue from operation of the Company for FY21 Companies
declined by 27.25% at Rs.131.14 Crore as compared to
The Company has no subsidiary / joint venture / associates
Rs.180.28 Crore in FY20.
for the financial year ended 31st March, 2021. Accordingly,
Other income for the year ended 31 March, 2021 at the requirements pursuant to Section 129(3) of the
Rs.4.73 Crore marginally increased from Rs.4.61 Crore in Companies Act, 2013 read with Rule 5 of the Companies
the previous year. (Accounts) Rules, 2014 is not applicable.
EBITDA Indian Accounting Standard (Ind AS)
Earnings before Interest, Tax and Depreciation (EBITDA) for As mandated by the Ministry of Corporate Affairs, the
the year FY21 was higher at Rs.17.96 Crore as compared Company has adopted Indian Accounting Standards (‘Ind AS’)
Rs.12.01 Crore in the year FY20. from 1st April, 2017 with a transition date of 1st April, 2016.

The financial results of the Company have been prepared A brief resume of directors being appointed / re-
in accordance with Indian Accounting Standards ('Ind AS') appointed along with the nature of their expertise,
notified under section 133 of the Companies Act, 2013 their shareholding in your Company and other
('Act') read with Companies (Indian Accounting Standards) details as stipulated under Regulation 36 (3)
Rules 2015 as amended and other recognised accounting of the SEBI (Listing Obligations and Disclosure
practices and policies to the extent applicable. Requirements) Regulations, 2015 is appended
as an annexure to the Notice convening the 75th
Resources and Liquidity AGM to be held on 20th July, 2021.
Our principal sources of liquidity are cash and cash (ii) Key Managerial Personnel (‘KMP’)
equivalent, investments and the cash flow we generate
from operations. We continue to be debt-free and maintain During the year under review, Ms. Hanisha
adequate liquidity to meet our operational requirements. Arora, Company Secretary and Compliance
Officer resigned from the post with effect
There was no outstanding term loan at the beginning or from 31st March, 2021. The Board of Directors
at the end of financial year 2020-21. No fresh Term Loan of the Company at its meeting held on
was availed by the Company during the year. The Company 31st March, 2021, while taking note of
has not availed any working capital facility from Banks resignation, recognised her contribution
during the year. With the better inventory management, during her tenure as Company Secretary
your Company’s working capital requirements were met and Compliance Officer. At the said meeting,
out from internal accruals only. The surplus funds during the Board approved the appointment of
the year were deployed in the secured money market Mr. Chinmay M. Methiwala, a qualified Company
instruments, primarily in mutual funds. Secretary holding Membership No.ACS 48146 as
Corporate Governance Report Company Secretary and Compliance Officer with
effect from 1st April, 2021.
Your Company is in compliance with all the applicable
provisions of Corporate Governance as stipulated under In terms of Section 203 of the Act, the following
Chapter IV of the Listing Regulations. A detailed report are the Key Managerial Personnel of the
on Corporate Governance as required under the Listing Company:
Regulations is provided in a separate section in Annexure 1. Mr. Manikant R. Momaya, Managing
G and forms part of this Report. Director
A certificate from M/s Sharp and Tannan, Statutory Auditors 2. Mr. Yogesh C. Papaiya, Wholetime Director
of the Company confirming compliance to the conditions & Chief Financial Officer (CFO)
of Corporate Governance as stipulated under SEBI (Listing
3. Ms. Hanisha Arora, Company Secretary and
Obligations and Disclosure Requirements) Regulations,
Compliance Officer (upto 31/03/2021)
2015, is annexed to Report on Corporate Governance. The
auditor’s certificate for the year 2020-21 does not contain 4. Mr. Chinmay M. Methiwala, Company
any qualification, reservation, adverse remark or disclaimer. Secretary and Compliance Officer
(w.e.f. 01/04/2021)
Directors and Key Managerial Personnel Independent Directors
(a) Reappointments
The Board is of the opinion that the Independent
(i) Directors liable to retire by rotation Directors of the Company possess requisite
In accordance with the provisions of Section 152 qualifications, experience and expertise in the fields
of the Act and the Articles of Association of the of auditing, tax, financial, corporate governance,
Company, Mr. Yogesh C. Papaiya (DIN: 00023985), business management etc. and that they hold the
Wholetime Director and CFO, whose office is required standards of integrity.
liable to retire at the ensuing AGM, being eligible, During the year under review, the Company did
seeks reappointment. Based on performance not have any pecuniary relationship or transactions
evaluation and the recommendations of the with any of its Directors, other than payment of
Nomination and Remuneration Committee, the remuneration / Incentive to the Executive Directors
Board recommends his reappointment.

and payment of sitting fees, commission to The Company issues a formal letter of appointment
Non-executive Directors and reimbursement of to the Independent Directors, outlining their role,
expenses incurred by them for the purpose of function, duties and responsibilities, the format
attending meetings of the Board / Committees of the of which is available on the Company’s Website at
Company. www.surattextilemillsltd.com.
Your Company has received declarations from all the Pursuant to Regulation 46, the details required
Independent Directors confirming that they meet are available on the website of your Company at
with the criteria of independence as prescribed under http://www.surattextilemillsltd.com/policies.aspx
Section 149(6) of the Companies Act, 2013 and under
Declaration by Independent Director
Regulation 16 (1) (b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations,2015. The Company has received necessary declaration
Further, pursuant to Section 164(2) of the Companies from each independent director under section 149(7)
Act, 2013, all the Directors have provided declarations of the Companies Act, 2013 that he/she meets the
in Form DIR- 8 that they have not been disqualified to criteria of independence laid down in section 149(6)
act as a Director. of the Companies Act, 2013 and Regulation 25 of the
Listing Regulations.
Separate Meeting of Independent Directors
The Appointment and Tenure of the Independent
In terms of requirements under Schedule IV of the Directors, including code for Independent Directors
Companies Act, 2013 and Regulation 25 (3) of SEBI are available on the website of the Company, www.
(Listing Obligations and Disclosure Requirements) surattextilemillsltd.com.
Regulations, 2015, a separate meeting of the
Independent Directors was held on 31st March, 2021. Committees of Board
The Independent Directors at the meeting, inter alia, As on 31st March, 2021, the Board had 4
reviewed the following:- committees, the Audit Committee, the Nomination
& Remuneration Committee, the Stakeholders
• Performance of Non-Independent Directors and Relationship Committee and the Corporate Social
Board as a whole. Responsibility Committee.
• Performance of the Chairman of the Company, A detailed note on the composition of the Board and
taking into account the views of Executive its Committees and the number of meetings held and
Directors and Non-Executive Directors. attendance of Directors at such meetings is provided
• Assessed the quality, quantity and timeliness in the Corporate Governance Report, which forms
of flow of information between the Company part of the Annual Report.
Management and the Board that is necessary for During the year, all recommendations made by the
the Board to effectively and reasonably perform committees were approved by the Board.
their duties.
Policy on directors’ appointment and remuneration
Familiarization/Orientation program for
Independent Directors The Nomination & Remuneration Committee of
Directors has approved a Policy for the Selection,
Pursuant to Regulation 25(7) of SEBI (Listing Appointment and Remuneration of Directors, which
Obligations and Disclosure Requirements) inter-alia, requires that the Directors shall be of high
Regulations, 2015 (“SEBI Listing Regulations”), during integrity with relevant expertise and experience to
the year under review, your Company imparted have a diverse Board. The Policy also lays down the
familiarization programmes for its Directors including positive attributes, criteria while recommending the
Industry Outlook at the Board Meetings, Regulatory candidature for the appointment of a new Director.
updates at Board and Audit Committee Meetings
covering changes with respect to the Companies Act, The main objective of the said Policy is to ensure that the
SEBI Listing Regulations, Prevention of Insider Trading level and composition of remuneration is reasonable
Regulations. and sufficient to attract, retain and motivate the
Directors, KMPs and Senior Management employees.

The policy of the Company on directors’ appointment other matters as required under regulation 17(8) of
and remuneration, including the criteria for the SEBI Listing Regulations, 2015.
determining qualification, positive attributes,
independence of a director and other matters, as Code for Prevention of Insider Trading
required under sub-regulation 3 of Section 178 of Your Company has adopted a Code of Conduct to
the Companies Act, 2013 is set out in ‘Annexure D’, regulate, monitor and report trading by designated
forms part of this Report and available on the website persons and their immediate relatives as per the
http://www.surattextilemillsltd.com/policies.aspx requirements under the Securities and Exchange
Board of India (Prohibition of Insider Trading)
Board Evaluation
Regulations, 2015. This Code of Conduct also includes
Pursuant to the provisions of the Companies Act, 2013 code for practices and procedures for fair disclosure
and Regulation 17(10), the Board has devised a policy of unpublished price sensitive information which
on evaluation of performance of Board of Directors, has been made available on the Company’s website
Committees and Individual directors. The policy is also athttp://www.surattextilemillsltd.com/policies.aspx
in compliance to Regulation 19 read with Schedule II,
Part D of the SEBI (Listing Obligations and Disclosure Procedure for Nomination and Appointment of
Requirements) Regulations, 2015.The Nomination Directors
and Remuneration Committee has defined the The Nomination and Remuneration Committee
evaluation criteria for the Performance Evaluation of (NRC) has been mandated to oversee and develop
the Board, its Committees and individual Directors. competency requirements for the Board based on the
The performance of the Board was evaluated by the industry requirements and business strategy of the
Board after seeking inputs from all the directors on Company. The NRC reviews and evaluates the profiles
the basis of criteria such as the Board composition of potential candidates for appointment of Directors
and structure, effectiveness of board processes, and meets them prior to making recommendations of
information and functioning, etc. their nomination to the Board.
The performance of the Committees was evaluated Directors are appointed / re-appointed with the
by the Board after seeking inputs from the approval of the Members for a term in accordance
Committee members on the basis of criteria such with the provisions of the law and the Articles of
as the composition of committees, effectiveness of Association. The initial appointment of Managing /
Committee meetings, etc. Wholetime Director is generally for a period of 3-5
years. All Directors other than Independent Directors
The performance assessment of Non-Independent are liable to retire by rotation unless otherwise
Directors, Board as a whole and the Chairman were specifically provided under the Articles of Association
evaluated at separate meetings of Independent or under any statute. One-third of the Directors who
Directors. The same was also discussed in the are liable to retire by rotation, retire at every Annual
meetings of NRC and the Board. Performance General Meeting and are eligible for re-appointment.
evaluation of Independent Directors was done by
the entire Board, excluding the Independent Director Disclosures of the ratio of the remuneration of each
being evaluated. director to the median employee’s remuneration and
other details as required pursuant to Section 197(12)
Code of Conduct for Directors and Senior of the Companies Act, 2013 read with Rule 5(1) of
Management the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided as
All Board members and Senior Management
‘Annexure C’.
personnel have affirmed compliance with the Code
of Conduct for the year 2020-21. A declaration to The details of remuneration paid to the Directors
this effect signed by the Managing Director of the including Executive Directors of the Company are
Company is contained in this Annual Report. The given in Corporate Governance Report which forms
Managing Director and CFO have certified to the part of Annual Report.
Board with regard to the financial statements and

Internal Control Systems & their adequacy and subject to disclosures in the Annual Accounts and
also on the basis of discussions with the Statutory
The Board has adopted policies and procedures for Auditors of the Company from time to time, the
ensuring the orderly and efficient conduct of its Board is of the opinion that the Company’s internal
business, including adherence to the Company’s financial controls were adequate and effective during
policies, the safeguarding of its assets, the prevention Financial Year 2020-21.
and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the Accordingly, pursuant to Sections 134(5) of the Act,
timely preparation of reliable financial disclosures. the Board of Directors, to the best of its knowledge
and ability, confirm that:
The CEO and CFO certification provided in the CEO
and CFO certification section of the Annual Report (a) in the preparation of the annual accounts for
discusses the adequacy of our Internal Control the financial year ended 31st March, 2021,
System and procedures. the applicable accounting standards read with
requirements set out under Schedule III to
I nternal Financial Control System and their the Act, have been followed and there are no
Adequacy material departures from the same;
Your Company’s Financial Statements are prepared (b) they have selected such accounting policies and
on the basis of the Significant Accounting Policies applied them consistently and made judgments
that are carefully selected by Management and and estimates that are reasonable and prudent so
approved by the Audit Committee and the Board. as to give a true and fair view of the state of affairs
These Accounting policies are reviewed and updated of the Company at the end of the Financial Year
from time to time. and of the profit of the Company for that period;
The Company uses Oracle e business suite ERP (c) they have taken proper and sufficient care
systems as a business enabler and to maintain its for the maintenance of adequate accounting
Books of Account. The transactional controls built records in accordance with the provisions of the
into the Oracle ERP systems ensure appropriate Act for safeguarding the assets of the Company
segregation of duties, appropriate level of approval and for preventing and detecting fraud and
mechanisms and maintenance of supporting records. other irregularities;
Your Company has in placed adequate Internal (d) they have prepared the Annual Accounts for the
Financial Controls with reference to the Financial Financial Year ended March 31, 2021 on a going
Statements commensurate with the size, scale and concern basis;
complexity of its operations. The internal audit report (e) they have laid down internal financial controls to
is discussed with the Management and members of be followed by the Company and such internal
the Audit Committee to keep a check on the existing financial controls are adequate and operating
systems and take corrective action to further enhance effectively;
the control measures.
(f) they have devised proper systems to ensure
Statutory Auditors of the Company have in their Report compliance with the provisions of all applicable
dated 3rd June, 2021, opined that the Company has, in laws and that such systems are adequate and
all material respects adequate internal financial controls operating effectively.
over financial reporting and such internal financial
controls over financial reporting were operating Number of meeting of the Board
effectively as at 31st March, 2021.
The Board met five times during the financial year
Directors’ Responsibility Statement 2020-21. The meeting details are provided in the
Corporate Governance Report that forms part of this
Pursuant to the requirements of Section 134(1) Annual Report. The maximum interval between any
(c) read with Section 134(5) of the Companies Act, two meetings did not exceed 120 days, as prescribed
2013 and on the basis of explanation and compliance by the Companies Act, 2013.
certificate given by the executives of the Company,

articulars of Employees and Related
P In terms of the provisions of Section 148 of the Act read
Disclosures with the Companies (Cost Records and Audit) Rules,
2014, as amended from time to time, the Board of
During the financial year 2020-21, none of the employee Directors, based on the recommendation of the Audit
of the Company was in receipt of remuneration Committee, has appointed M/s P. M. Nanabhoy & Co., Cost
prescribed in terms of the provision of Section 197(12) Accountants, (Firm Registration Number 000012), as Cost
of the Companies Act, 2013 read with Rules 5(2) and Auditor of the Company for conducting the Cost Audit for
5(3) of the Companies (Appointment and Remuneration the Financial Year 2021-22, on a remuneration Rs.86,250
of Managerial Personnel) Rule, 2014. plus out of pocket expenses and applicable taxes.
Auditors and Audit Reports A Certificate from M/s P. M. Nanabhoy & Co., Cost
Accountants, has been received to the effect that their
Statutory Auditors appointment as Cost Auditor of the Company, if made,
In accordance with the provisions of Section 139 of the would be in accordance with the limits specified under
Companies Act, 2013 and the Rules made thereunder, it is Section 141 of the Act and Rules framed thereunder.
mandatory to rotate the statutory auditors on completion A resolution seeking Member’s ratification for the
of maximum term permitted under the provisions of remuneration payable to the Cost Auditor forms part
Companies Act, 2013. of the Notice of 75th Annual General Meeting and
In line with the requirements of the Companies Act, 2013, the same is recommended for your consideration and
M/s Sharp and Tannan Associates, Chartered Accountants ratification.
(ICAI Firm Registration No. 109983W) was appointed as The Cost Audit Report for the financial year 2020 was filed
the Statutory Auditors of the Company, to hold office for with the Ministry of Corporate Affairs on 25th September,
a period of 5 consecutive years from the conclusion of the 2020 vide SRN R59843433.
71st Annual General Meeting held on 2nd August, 2017 till
the conclusion of the 76th Annual General Meeting to be Secretarial Auditors
held in 2022. Pursuant to the provisions of Section 204 of the Companies
The requirement for the annual ratification of auditors’ Act, 2013 and the rules made there under, the Board at
appointment at the AGM has been omitted pursuant to its meeting held on 21st July, 2020 has appointed Jigar
Companies (Amendment) Act, 2017, notified on 7th May, Vyas (FCS No.8019) of Jigar Vyas & Associates, Practicing
2018. Company Secretaries, (CP No.14468), to conduct a
secretarial audit of the Company for the financial year
During the year, the Statutory Auditors have confirmed 2020-21. The report of Secretarial Audit carried out for the
that they satisfy the independence criteria required under financial year 2020-21 is annexed herewith as Annexure E.
the Companies Act, 2013, the Code of Ethics issued by the
Institute of Chartered Accountants of India (ICAI).The Audit The Secretarial Audit Report for the Financial Year 2020-
Committee reviews the independence of the Auditors and 21, does not contain any qualification, reservation, adverse
the effectiveness of the Audit process. The Auditors attend remark or disclaimer requiring explanation or comments
the Annual General Meeting of the Company. from the Board under Section 134(3) of the Companies
Act, 2013.
The Auditors report is enclosed with the financial
statements in this annual report. The Auditors report The Board, at its meeting held on 3rd June, 2021 has
for the financial year 2020-21 does not contain any reappointed Jigar Vyas (FCS No.8019) of Jigar Vyas &
qualification, reservation or adverse remark. Associates, Practicing Company Secretaries as Secretarial
Auditor, for conducting Secretarial Audit of the Company
Cost Auditors for the financial year 2021-22.
Pursuant to Section 148(2) of the Companies Act, 2013, Annual Secretarial Compliance Report
read with the Companies (Cost Records and Audit)
The Company has undertaken an audit for the Financial
Amendment Rules, 2014,your Company is required to get
Year 2020-21 for all applicable compliances as per
its cost accounting records audited by a Cost Auditor.
Securities and Exchange Board of India Regulations
and Circulars/Guidelines issued thereunder. The
Annual Secretarial Compliance Report duly signed by

Mr. Jigar Vyas Practicing Company Secretary (ICSI All Related Party Transactions are placed before the Audit
Membership No.FCS 8019) has been submitted to Committee for prior approval. Prior omnibus approval
the Stock Exchanges within the stipulated time, in of the Audit Committee is obtained for the transactions
compliance with the provisions of the Regulation 24A of which are repetitive in nature or when the need for these
SEBI (LODR) Regulations, 2015. transactions cannot be foreseen in advance.
Internal Auditor Details of transactions with Related Parties as required
under Section 134(3)(h) of the Act read with Rule 8(2)
Pursuant to the provisions of Section 138 of the Companies of the Companies (Accounts) Rules, 2014 are given in
Act, 2013 and Rules made thereunder the Board of Annexure - F in Form AOC - 2 and forms part of this Report.
Directors of the Company have appointed M/s Aadil Aibada
& Associates (ICAI Membership No.045310), Chartered The statement giving details of all Related Party
Accountants as Internal Auditors of the Company, for the Transactions are placed before the audit committee /
the Board for review and approval on a quarterly basis.
financial year 2021-22.
Pursuant to Regulation 23(9) of the Listing Regulations
The Internal Audit department carries out risk-focused your company has filed half yearly report on Related Party
audits across all locations, enabling identification of Transactions with the stock exchanges.
areas where risk management processes may need to
The Company has formulated a policy on materiality
be strengthened. Significant audit observations and
of Related Party Transactions and dealing with Related
corrective action plans are presented to the Audit Party Transactions which has been uploaded on the
Committee. Company’s website which can be accessed at following link
The audit committee in consultation with the Internal www.surattextilemillsltd.com.
Auditor formulates the scope, functioning, periodicity and
methodology for conducting the internal audit. Reporting of frauds by auditors
During the year under review, neither the statutory
Whistle Blower Policy / Vigil Mechanism auditors nor the secretarial auditor has reported to the
The Company has adopted a Whistle Blower Policy Audit Committee, under Section 143(12) of the Companies
to provide a formal mechanism to the Directors’ and Act, 2013, any instances of fraud committed against the
employees to report their concerns about unethical Company by its officers or employees, the details of which
behaviour, actual or suspected fraud or violation of the would need to be mentioned in the Board’s report.
Company’s Code of Conduct or Ethics Policy.
Conservation of Energy, Technology Absorption
The Policy provides for adequate safeguards against
victimization of employees, who avail of the mechanism and Foreign Exchange Earnings and Outgo
and provides to employees’ direct access to the Chairman The particulars as prescribed under sub section (3)(m) of
of the Audit Committee. It is affirmed that no personnel Section 134 of the Companies Act, 2013 read with Rule
of the Company have been denied access to the Audit 8(3) of the Companies (Accounts) Rules 2014 are enclosed
Committee. as Annexure – A to the Board’s report.
The Whistle Blower Policy has been posted on the Website
Policy on Prevention, Prohibition and Redressal
of the Company at http://www.surattextilemillsltd.com/
policies.aspx of Sexual Harassment at Workplace
The Company has constituted an Internal Complaints
Related Party Transactions Committee under section 4 of the Sexual Harassment
All Related Party Transactions that were entered into of women at workplace (Prevention, prohibition and
during the Financial Year under review were on an arm’s Redressal) Act, 2013.
length basis, and in the ordinary course of business and The Company has zero tolerance for sexual harassment
are in compliance with the applicable provisions of the at workplace and has adopted a Policy on Prevention,
Act and the Listing Regulations. There were no materially Prohibition and Redressal of Sexual Harassment at
significant Related Party Transactions made by the workplace in line with the provisions of the Sexual
Company during the year that required shareholders’ Harassment of Women at Workplace (Prevention,
approval under Regulation 23 of the Listing Regulations. Prohibition and Redressal) Act, 2013 (POSH) and the rules
made thereunder.

The Policy aims to provide protection to employees at Health, safety and environment
workplace and prevent and redress complaints of sexual
Your Company believe that organisations’ sustainability
harassment and for matters connected or incidental
is directly proportional to the safety, health and
thereto, with the objective of providing a safe working
environment management. We endeavour to demonstrate
environment, where employees feel secure.
environmental and social responsibility at every step.
During the year under review, there were no cases
We are devoted to benefit communities – workforce,
filed pursuant to the Sexual Harassment of Women at
public and environment. Our safety, health and
Workplace (Prevention, Prohibition and Redressal) Act,
environment objectives include complying with all
2013.
applicable laws relevant to the industry. The Management
The Policy of the “Prevention of Sexual Harassment of believes in sharing responsibility throughout the hierarchy
Women at Workplace” of the Company is available on the in conforming to the existing laws.
website of the Companyhttp://www.surattextilemillsltd.
The Company obtained necessary approvals from
com/policies.aspx
concerned Government Department / Pollution Control
Corporate Social Responsibility (CSR) Board and all required environment clearances / safety
clearances / stipulations are complied with at Plant
The Company has constituted a Corporate Social facilities of the Company. The Company continues to focus
Responsibility (CSR) Committee in accordance with Section on maintenance and performance improvement of related
135 of the Companies Act, 2013. The CSR Committee pollution control facility at its manufacturing locations.
comprises of Mr. Ketan Jariwala as the Chairman, Mr.
Harishchandra Bharucha and Mr. Yogesh C. Papaiya as Your Company has adopted several measures to maintain
Members. ecological balance in and around our production facilities.
The CSR Committee of the Company has laid down the Industrial Relations / Human Resources
policy to meet the Corporate Social Responsibility. The CSR
The industrial relations scenario continued to be largely
Policy includes any activity that may be prescribed as CSR
positive across the manufacturing locations. Significant
activity as per the Rules of the Companies Act, 2013. The
emphasis was also laid towards raising awareness on
CSR Committee met on 31st March, 2021 to review the
health and wellness of employees through annual medical
Corporate Social Responsibility Policy.
check-ups and health awareness activities.
During the year under review, your Company spent
In line with the ‘Go Green’ philosophy, your Company
Rs.24.70 Lakhs on CSR activities. The average net profit for
is continuously adopting new techniques to eliminate
the past three financial years wasRs.1230.49 Lakhs.
and minimise the overall environmental impact.
Annual Report on mandatory CSR activities as required The Company continuously works to nurture this
under the Companies (Corporate Social Responsibility environment to keep its employees highly motivated,
Policy) Rules, 2014, as amended, have been annexed as result oriented and adaptable to changing business
Annexure - B and forms integral part of this Report. environment. Your Company’s value proposition is
The Company has a Policy on Corporate Social Responsibility based on providing value to our customer, through
and the same has been posted on the website of the Company innovation and by consistently improving efficiency at
at http://www.surattextilemillsltd.com/policies.aspx. all levels.
Your Directors wish to place on record their appreciation
CEO and CFO certification. for the dedicated and commendable services rendered by
Pursuant to Regulation 17(8) of SEBI (Listing Obligations the employees of the Company. The strength of permanent
and Disclosure Requirements) Regulations, 2015,Managing employees as on 31st March, 2021 was 58 Nos.
Director and CFO Certification forms part of the Annual Overall harmonious industrial relations prevailed at all the
Report. Managing Director and CFO also provide quarterly Company’s locations during FY 2020-21.
certification on financial results, while placing the financial
results before the Board in terms of the Listing Regulations.

Green Initiatives Material changes and commitment
In commitment to keep in line with the Green Initiatives The outbreak of COVID-19 pandemic in the financial year
and going beyond it, electronic copy of the Notice of under review has not been contained so far all over the
75th Annual General Meeting of the Company including globe including India and its severity impacting economy
the Annual Report for FY 2020-21 are being sent to all has increased. The impact of COVID-19 pandemic has
Members whose e-mail addresses are registered with the been disclosed in this report. Apart from COVID-19
Company / Depository Participant(s). pandemic impact which may affect the financial conditions
of the Company, there are no other material change
Information Technology and commitment, affecting the financial position of the
Information Technology is the driving force of the Company required to be reported under this section.
business. The Company is continuously adopting and
utilizing various information technology tools and Risk Management
successfully implemented new age technologies like Your Company periodically assesses the risks in the
Internet of Things (IOT), among other, to improve internal and external environment along with treating
business process efficiency. the risks and incorporates risk management plans in its
As a part of Digital Transformation journey, your Company strategy, business and operational plans. Your Company
has implemented production planning and execution recognizes that the risk is an integral part of business
system, which was otherwise manual process. and is committed to managing the risks in proactive and
efficient manner.
The system for adopting GST in Oracle EBS12 implemented
by the Company is in operation. This project was carried The business plan for the future are devised and approved
out entirely in house. by the Board keeping in mind the risk factors which can
significantly impact the performance of the particular
Compliance with the provisions of Secretarial business. All major financial commitments are subject
Standards to scrutiny by the Board and investments are permitted
only on being satisfied about its returns or utility to the
The Company has in place proper systems to ensure Company. There are no risks which in the opinion of the
compliance with the provisions of the applicable Board threaten the existence of the Company.
secretarial standards issued by the Institute of Company
Secretaries of India and such systems are adequate and Insurance
operating effectively. During the financial year under The Company has taken all the necessary steps to insure its
review the Company was in compliance with Secretarial properties and insurable interests, as deemed appropriate
Standards i.e. SS-1 and SS-2 relating to “Meetings and also as required under the various legislative
of Board of Directors” and “General Meetings” enactments.
respectively.
Policies
Significant and Material Orders passed by the
The details of the Key Policies adopted by the Company
Regulators or Courts
are mentioned in the Corporate Governance Report as
During the year, there are no significant and material Annexure to the Board’s Report.
orders passed by the Regulators or Courts or Tribunals that
could impact the going concern status of the Company and Public Deposits
its future operations. Your Company has not accepted any deposits within the
Further, members’ attention is drawn to the statement on meaning of Section 73 to 76 of the Companies Act, 2013.
contingent liabilities, commitments in the notes forming Hence, the disclosures required as per Rule 8 (5) (v) &
part of the financial statements. (vi) of the Companies (Accounts) Rules, 2014, are not
applicable to your Company.

Particulars of Loans, Guarantees and Investments Ratios where there has been a significant change from
FY20 to FY21.
Disclosures with respect to Loans, Investments and
Guarantees covered under the provisions of Section 186 Change in the Current Ratio, Operating Profit Margin,
of the Act are not applicable since the Company has not Net Profit Margin and Return on Net Worth have been
granted any loan, made any investment and provided any explained in the relevant section above.
guarantees and securities to the parties covered under
Section 185 and 186 of the Act. Other Disclosures / Reporting
Your Directors state that no disclosure or reporting is
Annual return required in respect to the following items, as there were
In accordance with the provisions of the Companies Act, 2013, no transactions pertaining to these items during the year
the annual return will be hosted on website of the Company under review:
at ‘http://www.surattextilemillsltd.com’ after necessary 1. Issue of equity shares with differential rights as to
certification and filing the same with the authority.. dividend, voting or otherwise.
Events occurring after Balance Sheet date 2. Issue of shares (including sweat equity shares) to
There were no significant events that occurred after the employees of the Company under any scheme or
Balance Sheet date apart from the ones mentioned in ESOPs.
‘Material changes and commitments affecting financial 3. Voting rights which are not directly exercised by the
position between the end of the financial year and date of employees in respect of shares for the subscription/
the report’ in the Board’s report. purchase of which loan was given by the Company(as
Business Responsibility Report there is no scheme pursuant to which such persons
can beneficially hold shares as envisaged under
The Business Responsibility Reporting as required by Section 67(3) (c) of the Companies Act, 2013).
Regulation 34(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is not applicable to your 4. There is no change in the share capital structure of
Company for the financial year ended 31st March, 2021. the Company during the year under review.
5. There was no revision in the financial statements.
Key financial ratios
In accordance with the SEBI (Listing Obligations and 6. Neither the Managing Director nor the Whole-time
Disclosure Requirements) (Amendment) Regulations, Directors of the Company receive any remuneration
2018, the Company is required to give details of significant or commission from any of its subsidiaries.
changes in key sector-specific financial ratios.
Forward Looking Statement
The Company has identified the following ratios as key
Certain statements made in the Directors Report relating
financial ratios:
to the Company's objectives, projections, outlook,
Sr. Particulars FY 2020-21 FY 2019-20 expectations, estimates and others may constitute
No. ‘forward looking statements’ within the meaning of
1 Debtors Turnover Ratio 48.60 48.01 applicable laws and regulations. Actual results may
(times) differ from such expectations, whether expressed or
implied. Several factors could make significant difference
2 Inventory Turnover Ratio 13.40 14.46
to the Company’s Operations. These include climatic
(times)
and economic conditions affecting demand and supply,
3 Current Ratio (times) 35.75 10.62
government regulations and taxation, any epidemic or
4 Debt Equity Ratio (times) * -- -- pandemic, natural calamities over which the Company
5 Operating Profit Margin 9.79 3.85 may not have any direct / indirect control.
(%)
6 Net Profit Margin (%) 13.28 5.98
7 Return on Net Worth (%) 12.61 8.64
* The Company has no long term debt.

Appreciation also appreciate and acknowledge the confidence reposed
in them by shareholders and other investors of the
Your Directors wish to acknowledge the co-operation and
Company.
assistance extended to the Company by the Company’s
Bankers and State & Central Government agencies. For and on behalf of the Board of Directors
Your Directors also acknowledge with gratitude the
support of customers, dealers, agents and suppliers and
all other stakeholders for their continued faith and support Manikant R. Momaya
which has helped the Company to sustain its growth even Managing Director
during these challenging times. Surat, 3rd June, 2021 DIN: 00023993
The Board of Directors also wish to place on record its
sincere appreciation for the committed services by the
Company’s executives, staff and workers. Your Directors

Annexure – A
Conservation of Energy, Technology Absorption B. TECHNOLOGY ABSORPTION
and Foreign Exchange Earnings and Outgo I. The efforts made by the Company towards
The information under Section 134(3)(m) of the Companies technology absorption
Act, 2013 read with Rule 8 (3) of the Companies (Accounts)
Rules, 2014 for the year ended 31st March, 2021 is given The Company made required efforts for
below and forms part of the Directors’ Report. productivity enhancement and development of
new products in polyester chips segment.
A. CONSERVATION OF ENERGY II. The benefits derived like product improvement,
The Company is engaged in the continuous process of cost reduction, product development or import
energy conservation through improved operational substitution.
and maintenance practices:
1. Reduce maintenance and operating cost at
I. Steps taken or impact on conservation of manufacturing level in chips segment.
energy.
2. Improvement in quality, customer
- Energy conservation is an ongoing process satisfaction and enlargement of market
in our organisation. Continuous monitoring, base.
planning, development and modifications III. Information regarding imported technology
for energy conservation are done at the
plants. (imported during the last three years reckoned
from the beginning of the financial year)
- The Company continued efforts for
improving energy efficiency through 1. Technology imported : NIL
innovative measures to reduce wastage 2. Year of Import : Not applicable.
and optimize consumption. 3. Has the technology
- Maintenance of the machines as per been fully absorbed : Not applicable.
schedule. IV. The expenditure incurred on Research and
- Energy Audit is also being carried out by Development.
external agencies. During the year under review there were no
II. The steps taken by the company for utilising major expenses pertaining to Research and
alternate sources of energy. Development incurred by the Company.
- The Company makes an ongoing study C. F OREIGN EXCHANGE EARNINGS AND

to identify and implement energy saving OUTGO
system to reduce energy consumption and
cost of production. (Rs. In Lakhs)
III. The Capital investment on energy conservation Particulars 2020-21 2019-20
equipment. Foreign Exchange Earned 111.73 109.11
The Company has not incurred major capital Foreign Exchange Used Nil Nil
investment on energy conservation equipments
but focused on optimum utilisation of available
resources.

Annexure - B
Annual Report on CSR Activities of the Company
1 A brief outline of the Company’s CSR policy, (a) Focus areas:
including overview of projects or programs The Company supports various bodies in carrying out
proposed to be undertaken and a reference to activities in the areas of rural development, education,
the web-link to the CSR policy and projects or health care etc.
programs.
(b) CSR Objectives:
To attain its CSR objectives in a professional and integrated
manner, the main objectives are:
(1) To promote, carry out, support activities relating to
Education and Training, Health care, Employment
enhancing Vocational skills, Conversion of Natural
Resources and Promotion & Development of Art etc.
(2) To promote, carry out, support any activities covered in
Schedule VII to the Companies Act, 2013 as amended
from time to time.
(3) Ensuring protection and restoration of wildlife within
the scope of operations
(4) Undertaking programs focused on Education, Skill
Development and healthcare etc.
In the financial year 2020-21, the Company has undertaken
activities relating to Promoting Education, Social Welfare,
Health care and Sanitation etc.
(c) Pursuant to the provisions of Section 135 of the Companies
Act, 2013, the Companies (Corporate Social Responsibility)
Rules, 2014 and the various notifications / circulars issued
by the Ministry of Corporate Affairs, the Company has also
adopted a CSR policy in compliance with the aforesaid
provisions and the same is placed on the Company’s
website at www.surattextilemillsltd.com
2 Composition of CSR Committee The CSR Committee comprises the following members:
a. Mr. Ketan Jariwala, Independent Director - Chairman
b. Mr. Harishchandra Bharucha, Independent Director - Member
c. Mr. Yogesh C. Papaiya, Wholetime Director & CFO - Member
During the financial year 2020-21, one meeting of CSR
Committee was held on 31st March, 2021. All the members
attended the meeting.
3 Provide the web-link where Composition of Web-Link to the CSR Policy:
CSR committee, CSR Policy and CSR projects http://www.surattextilemillsltd.com/policies.aspx
approved by the Board are disclosed on the
website of the Company.
4 Provide the details of Impact assessment of CSR Not applicable.
projects carried out in pursuance of sub-rule (3)
of rule 8 of the Companies (Corporate Social
responsibility Policy) Rules, 2014, if applicable.

5 Details of the amount available for set off Financial year Amount available for set-off
in pursuance of sub-rule (3) of rule 7 of the from preceding financial years
Companies (Corporate Social responsibility 2017-18 Nil
Policy) Rules, 2014 and amount required for 2018-19 Nil
set off for the Financial Year, if any. 2019-20 Nil
6 Average Net Profit of the Company for last Rs.1230.49 Lakhs
three financial years (as per Section 198 of the
Companies Act, 2013)
7 Prescribed CSR Expenditure (two per cent of Rs.24.61 Lakhs
the amount as in item 3 above)
8 Details of CSR spent during the financial year
(a) Total amount to be spent for the Rs.24.70 Lakhs
financial year.
(b) Amount unspent, if any. Nil
(c) Manner in which the amount spent The Company has spent an aggregate amount of Rs.24.70 Lakhs
during the financial year. for social welfare and education program.
9 Excess Amount for set off, if any
(i) Two percent of average Net Profit of the Rs.24.61 Lakhs
Company as per Section 135(5) of the Act
(ii) Total amount spent for the Financial Year Rs.24.70 Lakhs
(iii) Excess amount spent for the Financial Rs.0.09 Lakhs
Year [(ii)-(i)]
(iv) Surplus arising out of the CSR projects Nil
or programmes or activities of the
previous financial years, if any
(v) Amount payable for set off in succeeding Rs.0.09 Lakhs
financial years [(iii)-(iv)]
10 (a) Details of Unspent CSR Amount for the Nil
preceding three financial years.
(b) Details of CSR amount spent in the Nil
Financial Year for ongoing projects of
the preceding financial year(s)
11 In case of creation or acquisition of capital Nil
asset, furnish the details relating to the asset
so created or acquired through CSR spent in
the Financial Year.
12 Specify the reason(s), if the Company has failed Not applicable.
to spend two per cent of the average Net Profit
as per Section 135(5) of the Act.
Responsibility statement:
The CSR Committee hereby confirms that the implementation and monitoring of CSR policy has been carried out with
all reasonable care and diligence and the same is in compliance with the CSR objectives and the policy of the Company.
Manikant R. Momaya Ketan Jariwala
Managing Director Chairperson - CSR Committee
Surat, 3rd June, 2021 (DIN 00023993) (DIN 02095540)

Annexure - C
Particulars of employees pursuant to Section 134(3)(q) of the Companies Act, 2013 read with
rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014
Sr. Requirement under Rule 5(1) Details
No.
1. The Ratio of the remuneration of (1) Mr. Manikant R. Momaya Managing Director: 0.93
each executive Director to the median (2) Mr. Yogesh C. Papaiya Wholetime Director & CFO: 3.07
remuneration of the employees of the
Company for the Financial Year.
2. The Percentage increase in remuneration (1) Mr. Manikant R. Momaya Managing Director: No increment
of each Executive Director, Chief Financial was proposed during the year
Officer, Chief Executive Officer & Company
(2) Mr. Yogesh C. Papaiya Wholetime Director & CFO: No
Secretary in the financial year.
increment was proposed during the year
(3) Ms. Hanisha Arora, Company Secretary: No increment was
proposed during the year (Resigned w.e.f. 31/03/2021)
3. The Percentage increase in the median Not applicable.
remuneration of employees in the financial
year.
4. Number of Permanent Employees on the 58
rolls of the Company as on 31st March,
2021.
5. The Explanation on the relationship Not applicable.
between average increase in remuneration
and Company performance.
6 Comparison of the remuneration of (i) Aggregate remuneration of Key Managerial Personnel in FY
the Key Managerial Personnel (“KMP”) 2021: Rs.35.01 Lakhs
(Individually and totally) against the
(ii) Total revenue: Rs.13587.61 Lakhs
performance of the company.
(iii) Remuneration of KMPs (as percentage of revenue): 0.26
(iv) Profit before tax: Rs.1741.05 Lakhs
(v) Remuneration of KMPs (as percentage of PBT): 2.01
* Remuneration of KMPs includes Managing Director / Wholetime
Director and Company Secretary.
7. Average percentile increase made in the Not applicable.
salaries of employees other than the
managerial personnel in last Financial Year
and its comparison with the percentile
increase in the managerial remuneration
and justification thereof and point out if
there are any exceptional circumstances for
increase in the managerial remuneration.

Sr. Requirement under Rule 5(1) Details
No.
Justification for variation in the average Not applicable.
percentile increase between Non
Managerial employees and Managerial
employees.
8. Key parameters for any viable component Not applicable.
of remuneration availed by the Directors.
9. Ratio of the remuneration of the highest Not applicable.
paid director to that the employees who
are not directors but received in excess of
the highest paid director during the year.
10. Affirmation that the remuneration is as per The Company affirms remuneration is as per the remuneration
the remuneration policy of the company. policy of the Company.
11. Variations in the market capitalization. Market capitalization as on 31/03/2021: Rs.76.39 Crore.
Market capitalization as on 31/03/2020: Rs.22.21 Crore.
12. Price earnings ratio as at the closing of 31st 31/03/2021: 3.44
March, 2021 and 31st March, 2020. 31/03/2020: 2.86
13. Percentage increase or decrease in the The Company has not made any public issue or rights issue of
market quotations of the shares of the securities since last more than 20 years, so comparison have not
company in comparison to the rate at been made.
which the company came out with the last
public offer.
For and on behalf of the Board of Directors
Manikant R. Momaya
Surat, 3rd June, 2021 Managing Director
(DIN 00023993)

Annexure: D
Policy relating to the remuneration for the Wholetime Director, Non-executive/Independent
Director, KMP and Senior Management Personnel
General:
1. The remuneration / compensation / commission etc. to the Wholetime Director, Non-Executive/Independent
Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the
Board for approval.
The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders
of the Company and Central Government, wherever required.
2. The remuneration and commission to be paid to the Wholetime Director shall be in accordance with the percentage
/ slabs / conditions as per the provisions of the Companies Act, 2013, and the Rules made thereunder.
3. Increments to the existing remuneration / compensation structure linked to performance, should be clear and meet
appropriate performance benchmarks and may be recommended by the Committee to the Board which should be
within the slabs approved by the Shareholders in the case of Wholetime Director.
4. The Committee does not propose to fix the actual amounts of remuneration that may be payable to each individual
key managerial personnel or senior management personnel. However, the management, whilst fixing the
remuneration of any such key personnel must consider the following:
a) The Industry practice for the same level of employment/office.
b) Past performance/seniority of the concerned appointee.
c) The nature of duties and responsibilities cast upon such person by reason of his holding that office.
d) The remuneration should be such that it provides adequate incentive to the person to give his best to the
Company and feel essence of high satisfaction with his employment.
e) The perquisites to be given to Wholetime Director/s, KMP & Senior Management Personnel will be as per
industry practice and as may be recommended by the Committee to the Board.
Remuneration to Wholetime Director, KMP and Senior Management Personnel:
The Wholetime Director / KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may
be approved by the Board on the recommendation of the Committee. The break-up of the pay scale and quantum of
perquisites including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided
and approved by the Board on the recommendation of the Committee and approved by the shareholders and Central
Government, wherever required, reflecting the short and long term performance objectives appropriate to the working
of the Company and its goals.
Remuneration to Non- Executive / Independent Director:
The Non-Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or
Committees thereof as may be recommended by the Committee and approved by the Board provided that the amount
of such fees shall not exceed amount prescribed in this behalf by the Central Government from time to time.
The Company has no stock option plans and hence such instrument does not form part of the remuneration package to
any Executive Director and/or Non-Executive Director.

Annexure - E
FORM NO. MR-3
Secretarial Audit Report for the year ended 31st March, 2021
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, (iv) Foreign Exchange Management Act, 1999 and the
The Members, Rules and Regulations made thereunder to the
Surat Textile Mills Limited extent of Foreign Direct Investment, Overseas Direct
Tulsi Krupa Arcade, 6th Floor, Investment and External Commercial Borrowings
Puna-Kumbharia Road, Dumbhal, (Not Applicable as the Company had no such
Surat 395010 investments and borrowings during the Financial
I have conducted the secretarial audit of the compliance of Year under review);
applicable statutory provisions and the adherence to good (v) The following Regulations and Guidelines prescribed
corporate practices by SURAT TEXTILE MILLS LIMITED under the Securities and Exchange Board of India Act,
(CIN: L17119GJ1945PLC000214) (hereinafter called the 1992 (‘SEBI Act’):-
“Company”). Secretarial Audit was conducted in a manner
that provided me a reasonable basis for evaluating the (a) The Securities and Exchange Board of India
corporate conducts/statutory compliances and expressing (Substantial Acquisition of Shares and Takeovers)
my opinion thereon. Regulations, 2011;
Based on my verification of the Company’s books, (b) The Securities and Exchange Board of India
papers, minute books, forms and returns filed and (Prohibition of Insider Trading) Regulations,
other records maintained by the Company and also the 2015;
information provided by the Company, its officers, agents
(c) The Securities and Exchange Board of India
and authorised representatives during the conduct of
(Issue of Capital and Disclosure Requirements)
Secretarial Audit, I hereby report that in my opinion,
Regulations, 2018;- (Not Applicable as the
the Company has, during the audit period covering the
Company did not issue any security during the
Financial Year ended on 31st March, 2021 (‘Audit Period’)
Financial Year under review);
complied with the statutory provisions listed hereunder
and also that the Company has proper Board-processes (d) The Securities and Exchange Board of India
and compliance-mechanism in place to the extent, in the (Share Based Employee Benefit) Regulations,
manner and subject to the reporting made hereinafter: 2014;- (Not Applicable as the Company does
I have examined the books, papers, minute books, forms not have Employees Stock Option Scheme for
and returns filed and other records maintained by the its employees);
Company including website of the listed company for the (e) The Securities and Exchange Board of India
Financial Year ended on 31st March, 2021 according to the (Issue and Listing of Debt Securities) Regulations,
provisions of: 2008;- (Not Applicable as the Company has not
(i) The Companies Act, 2013 (‘the Act’) and the Rules issued any debt securities during the Financial
made thereunder; Year under review);
(ii) The Securities Contracts (Regulation) Act, 1956 (f) The Securities and Exchange Board of India
(‘SCRA’) and the Rules made thereunder; (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act
(iii) The Depositories Act, 1996 and the Regulations and and dealing with client;- (Not Applicable as
Bye-laws framed thereunder; the Company is not registered as Registrar to
an issue and Share Transfer Agent during the
Financial Year under review).

(g) The Securities and Exchange Board of India Adequate notice was given to all directors to schedule the
(Delisting of Equity Shares) Regulations, Board Meetings, agenda and detailed notes on agenda
2009;- (Not Applicable as the Company has were sent at least seven days in advance for meetings
not delisted its equity shares from any stock other than those held at shorter notice, and a system
exchange during the Financial Year under exists for seeking and obtaining further information and
review); clarifications on the agenda items before the meeting and
for meaningful participation at the meeting.
(h) The Securities and Exchange Board of India
(Buyback of Securities) Regulations, 1998;- (Not As per the minutes, the decisions at Board Meetings were
Applicable as the Company has not done any taken unanimously.
buy back of its securities during the Financial I further report that on the basis of the Compliance
Year under review); and Certificate(s) issued by the Managing Directors, Wholetime
(vi) Other laws applicable specifically to the Company as Director and CFO and the Company Secretary and taken
per representations made by the Company. on record by the Board of Directors at their meeting(s),
I am of the opinion that there are adequate systems and
I have also examined compliance with the applicable processes in the Company commensurate with the size
clauses / regulations of the following: and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and
(i) Secretarial Standards (SS-1 and SS-2) issued by
guidelines etc.
The Institute of Company Secretaries of India;
and As informed, the Company has responded to notices for
demand, claim, penalties etc. levied by various statutory
(ii) The Listing Agreements entered into by the / regulatory authorities and initiated actions for corrective
Company with BSE Limited; read with the measures, wherever necessary.
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) I further report that during the Financial Year under
Regulations, 2015. review, there were no other specific events / actions in
pursuance of the above referred laws, rules, regulations,
I have relied on the representation made by the Company guidelines, standards etc., having a major bearing on the
and its Officers for systems and mechanism formed by Company’s affairs.
the Company for compliance under other applicable
Acts, Laws and Regulations to the Company. I report that For Jigar Vyas & Associates
during the financial year under review, the Company has Company Secretaries
complied with the provisions of the Act, Rules, Regulations, SD/-
Guidelines, Standards, etc. mentioned above. Jigar Vyas
I further report that:- Proprietor
The Board of Directors of the Company is duly constituted Place: Surat FCS No.: 8019 C.P. No.: 14468
with proper balance of Executive Directors, Non-Executive Date: 29th May, 2021 UDIN : FO08019CO00390456
Directors and Independent Directors including one Woman This report to be read with my letter of even date which is
Director. There was no change in the composition of the annexed as ‘ANNEXURE A’ and forms an integral part of
Board of Directors that took place during the Financial this report.
Year under review.

Annexure A 5. The Compliance of the provisions of Corporate and
other applicable laws, rules, regulations, standards is
To,
the responsibility of management. My examination
The Members,
was limited to the verification of procedures on test
Surat Textile Mills Limited
basis.
Tulsi Krupa Arcade, 6th Floor,
Puna-Kumbharia Road, Dumbhal, 6. The Secretarial Audit report is neither an assurance
Surat 395010 as to the future viability of the Company nor of the
My report of even date is to be read along with this letter. efficacy or effectiveness with which the management
has conducted the affairs of the Company.
1. Maintenance of secretarial record is the responsibility
of the management of the company. My responsibility 7. I further report that, based on the information
is to express an opinion on these secretarial records provided by the Company, its officers, and authorised
based on my audit. representatives during the conduct of the audit and also
on the review of quarterly compliance report issued by
2. I have followed the audit practices and process as the respective departmental heads/Company Secretary/
were appropriate to obtain reasonable assurance Managing Director, taken on record by the Board of the
about the correctness of the contents of the Company, in our opinion adequate systems and process
secretarial records. The verification was done on and control mechanism exist in the Company to monitor
test basis to ensure that correct facts are reflected compliance with applicable general laws like labour laws
in secretarial records. I believe that the process and & Environment laws and Data protection policy.
practices, I followed provide a reasonable basis for
my opinion. 8. I further report that the Compliance by the Company
of applicable Financial laws like Direct & Indirect tax
3. I have not verified the correctness and appropriateness laws has not been reviewed in this audit since the
of financial records and Books of Accounts of the same has been subject to review by the statutory
Company. financial auditor and other designated professionals.
4. Wherever required, I have obtained the Management For Jigar Vyas & Associates
representation about the compliance of laws, rules Company Secretaries
and regulations and happening of events etc.
SD/-
Jigar Vyas
Proprietor
Place: Surat FCS No.: 8019 C.P. No.: 14468
Date: 29th May, 2021 UDIN: FO08019CO00390456

Annexure – F
Form No. AOC-2
(Pursuant to clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Material Related Party Transactions

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred
to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third
proviso thereto.
I. Details of contracts or arrangements or transactions not at arm’s length basis:
Surat Textile Mills Limited (‘the Company’) has not entered into any contracts / arrangement / transaction with its
related party which are not in ordinary course of business or at arm’s length during the Financial Year 2020-21. The
Company has laid down policies and processes / procedures so as to ensure compliance to the subject section in the
Companies Act, 2013 and the corresponding Rules.
II. Details of material contracts or arrangement or transactions at arm’s length basis:
The details of material contracts or arrangements or transactions at arm’s length basis during Financial Year 2020-21
are as follows.
Sr. Name of the Related Nature of Transaction Duration Salient Terms Amount
No. Party and Relationship (Rs. in Lakhs)
1 Garden Silk Mills Limited Electric power and other Ongoing On arm’s length basis 717.81
(Group Company) utilities and in ordinary course of
business.
2 Garden Silk Mills Limited Others miscellaneous Ongoing On arm’s length basis 10.34
(Group Company) purchases and in ordinary course of
business.
3 Garden Silk Mills Limited Revenue from Ongoing On arm’s length basis 3167.78
(Group Company) operations and in ordinary course of
business.
4 Garden Silk Mills Limited Leave and Licence Fees Ongoing On arm’s length basis 1.45
(Group Company) and Reimbursement and in ordinary course of
Expenses business.
5 Sorrento Textiles Private Leave and Licence Fees Ongoing On arm’s length basis 82.00
Limited (Group Company) and Reimbursement and in ordinary course of
Expenses business.
Appropriate approvals have been taken for related party transactions. No advances have been paid or received against
the transactions mentioned above.
For and on behalf of the Board of Directors
Manikant R. Momaya
Managing Director
Surat, 3rd June, 2021 (DIN 00023993)


ANNEXURE – G
REPORT ON CORPORATE GOVERNANCE
In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as ‘SEBI Listing Regulations, 2015), given below are the corporate governance policy and practices
adopted by the Company for the year 2020-21.
1. Company’s Philosophy on Code of Governance:

Your Company’s Corporate Governance philosophy is based on transparency, accountability, values and ethics,
which forms an integral part of the Management’s initiative in its ongoing pursuit towards achieving excellence,
growth and value creation.
The Corporate Governance philosophy of your Company ensures transparency in all dealings and in the functioning
of the management and the Board.
The Company believes that good Corporate Governance emerges from the application of the best and sound
management practices and compliance with the laws coupled with adherence to the highest standards of
transparency and business ethics.
Your Company is in compliance with the requirements of Corporate Governance stipulated in SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, hereinafter called “the Listing Regulations” and also the Guidance
Note on Board Evaluation as prescribed by the Securities and Exchange Board of India (SEBI).
2. Board of Directors and Governance Framework:

(i) Composition of the Board
The Board of Directors along with its Committees provides leadership and guidance to the Management and
directs and supervises the performance of the Company, thereby enhancing stakeholder value.
The Board composition is in conformity with Regulation 17 of Listing Regulations read with Section 149 of the
Companies Act, 2013 (“the Act”).
The Company’s Board has an optimum combination of Executive and Non-Executive Directors including a
Woman Director. The Board of Directors as at the end of March 31, 2021, comprised of 5 Directors, out of
which 2 were Executive Directors and 3 were Non-Executive Directors, all being Independent Directors.
None of the Directors of the Company are related to each other and there are no inter-se relationships between
the Directors. As on 31st March, 2021, none of the Directors hold equity shares in the Company. The Company
has not issued any convertible instruments.
All Directors are in compliance with the limit on Directorships /Independent Directorships of listed companies
as prescribed under Regulation 17A of the Listing Regulations.
The Company has received declarations on criteria of independence as provided in Section 149(6) of the Act
and Regulation 16(1)(b) of the Listing Regulations from the Directors of the Company who have been classified
as Independent Directors as on 31st March, 2021.
The Board regularly reviews and updates Corporate Governance practices to accommodate developments
within the market place in general and the business in particular.
The Company has an active, experienced and a well-informed Board. The Board along with its Committees
undertakes its fiduciary duties keeping in mind the interests of all its stakeholders and the Company’s
Corporate Governance philosophy. The Nomination and Remuneration Committee of the Board ensures the
right composition of the Board.

The Independent Directors of the Company are in compliance with the provision of Regulation 16(2) of SEBI
Listing Regulations, 2015. Further, disclosures have been made by the Directors regarding their Chairmanship
/ Membership of the mandatory Committees of the Board and that the same are within the maximum
permissible limit as stipulated under Regulation 16(2) of SEBI Listing Regulations, 2015.
(ii) Number of meeting of the Board.
During FY 2020-21, 5 meetings of the Board were held. The said meetings were held on 21/07/2020, 15/09/2020,
12/11/2020, 09/02/2021 and 31/03/2021. Minutes of the meetings of all the Board and Committees are
circulated to all the Directors. The gap between any two meetings has been less than one hundred and twenty
days.
The Board oversees the entire functioning of the Company and is involved in strategic decision-making on a
collective basis. The Company Secretary under the direction of the Chairman and in consultation with Chief
Financial Officer (CFO) prepares the agenda along with the explanatory notes thereto and circulates it to the
Directors, along with the notice of the meeting.
The composition and category of Directors, the number of Directorships and Committee Chairmanships /
Memberships held by them and Directorships held by them in other listed entities as on 31st March, 2021:
Name Category No. of Attendance No. of No. of

Board at the last Directorships Committee
Meetings AGM held on in other positions
attended # 22/09/2020 public limited held in other
companies public limited
companies *
Mr. Manikant R. Momaya Managing Director 5 Yes N.A. N.A.
Mr. Yogesh C. Papaiya Wholetime Director 5 Yes N.A. N.A.
& CFO
Mr. Harishchandra B. Non-executive, 5 Yes N.A. N.A.
Bharucha Independent
Mr. Ketan Jariwala Non-executive, 5 Yes N.A. N.A.
Independent
Ms. Kruti Kothari Non-executive, 5 Yes N.A. N.A.
Independent
# excluding Independent Directors meeting.
* In accordance with SEBI Listing Regulations, 2015, Memberships / Chairmanships of only the Audit Committee
and Stakeholders Relationship Committee in all Public Limited Companies (excluding Surat Textile Mills Limited)
have been considered.
(iii) Chart / matrix setting out the skills/expertise/competence of the Board of Directors
The Board of the Company is highly structured to ensure a high degree of diversity by age, education/
qualifications, professional background, sector expertise and special skills.

The following are the skills /expertise/competencies as identified by the Board:
Core skills / expertise / competencies identified by Names of Directors who have such skills /
the Board of Directors as required in the context of its expertise / competence
business(es) and sector(s)
Finance, Law, Management, Administration, Corporate Mr. Yogesh C. Papaiya, Ms. Kruti Kothari
Governance related to the Company’s business
Technical Operations and knowledge on Production, Mr. Manikant R. Momaya, Mr. Ketan A. Jariwala
Processing, Quality and Marketing of products
Management, Strategy, Sales, Marketing, Administration Mr. Manikant R. Momaya, Mr. Harishchandra
Technical Operations related to the Company’s business Bharucha, Mr. Ketan A. Jariwala
(iv) Board Procedures
The agenda is circulated well in advance to the Board members, along with comprehensive background
information on the items in the agenda to enable the Board members to take informed decisions.
The Company Secretary tracks and monitors Board and Committee proceedings to ensure that the Terms
of Reference /Charters are adhered to, decisions are properly recorded in the minutes and actions on the
decisions are tracked.
Additionally, based on the agenda, meetings are attended by members of the senior leadership as invitees,
which brings in the requisite accountability and also provides developmental inputs.
The Board periodically reviews the strategy, annual business plan, business performance of the Company and
Risk Management, Safety, Business Sustainability and Environmental matters.
The Board also reviews the compliance reports of the laws applicable to the Company, Minutes of the Meeting
of adoption of quarterly / half-yearly / annual results, minutes of committees of the Board etc.
The Board also reviews the declarations made by the Managing Director, the Wholetime Director & Chief
Financial Officer and the Company Secretary regarding compliance with all applicable laws and reviews the
related compliance reports, on a quarterly basis.
The information as required under Part A of Schedule II to the Listing Regulations is also made available to the
Board, wherever applicable, for their consideration.
Video conferencing facility is used as and when required to facilitate Directors at other locations to participate
in the meetings.
(v) Code of Conduct
The Company has adopted the ‘Code of Conduct’ which is applicable to its employees, including the Managing
and Executive Directors. The Board has also approved a Code of Conduct for the Non-Executive Directors of the
Company, which incorporates the duties of Independent Directors as laid down in the Act. Both these Codes
are posted on the Company’s website at the web link: http://www.surattextilemillsltd.com.
Personnel have affirmed compliance with the applicable Code of Conduct for the Financial Year 2020-21. A
declaration to this effect, signed by the Managing Director & CFO, forms part of this Report.
Apart from receiving remuneration that they are entitled to under the Act as Non-Executive Directors and
reimbursement of expenses incurred in the discharge of their duties, none of the Non-Executive Directors has
any other material pecuniary relationship or transactions with the Company, its Promoters or Directors, its
Senior Management.

(vi) Code of Conduct for Prevention of Insider Trading & Code of Corporate Disclosure Practices
In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,
as amended from time to time, the Board of Directors of the Company has adopted the Code of Conduct for
prevention of Insider Trading and the Code of Corporate Disclosure Practices (Insider Trading Code). All the Directors,
Employees of the Company and their immediate relatives and other connected persons who could have access to
the Unpublished Price Sensitive Information of the Company, are governed under this Insider Trading Code.
(vii) Independent Directors
The Independent Directors of the Company have been appointed in terms of the requirements of the Act, the
Listing Regulations. Formal letters of appointment have been issued to the Independent Directors and the
terms and conditions of their appointment are disclosed on the Company’s website at the web link: https://
www.surattextilemillsltd.com
The Company has received declaration from the Independent Directors confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the Act read with Regulation 16(1)(b) of the Listing
Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed
that they are not aware of any circumstances or situations which exist or may be reasonably anticipated that
could impair or impact their ability to discharge their duties.
The Board is of the opinion that the Independent Directors fulfil the conditions specified in the Act and the
Listing Regulations and that they are independent of the management.
No Independent Director had resigned during the Financial Year 2020-21.
(a) Meeting of Independent Directors
A separate meeting of Independent Directors of the Company without the presence of the Executive
Directors & the Management Representatives was held on 31st March, 2021 as required under Schedule
IV to the Act (Code for Independent Directors) and Regulation 25 (3) of the Listing Regulations. At the said
meeting, the Independent Directors:
(a) reviewed the performance of Non-Independent Directors and the Board of Directors as a whole;
(b) reviewed the performance of the Chairman of the Company, taking into account the views of
Executive Directors and Non- Executive Directors;
(c) assessed the quality, quantity and timeliness of flow of information between the Management of the
listed entity and the Board of Directors that is necessary for the Board of Directors to effectively and
reasonably perform their duties.
All the Independent Directors of the Company attended the Meeting of Independent Directors held on
31st March, 2021. The Independent Directors expressed their satisfaction to the desired level on the
governance of the Board.
As required by Regulation 46 of the Listing Regulations, the terms and conditions of their appointment
have been disclosed on the website of the Company at http:// www.surattextilemillsltd.com
(b) Familiarization Programme for Independent Directors
The Company familiarizes its Independent Directors with their roles, rights, responsibilities in the Company,
nature of the Industry in which the Company operates, etc., through various programmes. These include
orientation programme upon induction of new Director, as well as other initiatives to update the Directors
on an ongoing basis.
Further, the Company also makes periodic presentations at the Board and Committee meetings on various
aspects of the Company’s operations including on Health and Safety, Sustainability, Performance updates of
the Company, Industry scenario, Business Strategy, Internal Control and risks involved and Mitigation Plan.

The details of the Familiarization Programme for Independent Directors for 2020-21 is disclosed on the
Company’s website at the web link: http://www.surattextilemillsltd.com
(viii) Board and Directors’ Evaluation and Criteria for Evaluation
During the year, the Board carried out an Annual Evaluation of its own performance and the performance of
individual Directors, as well as evaluation of Committees of the Board.
The Nomination and Remuneration Committee (NRC) has defined the evaluation criteria, procedure and time
schedule for the Performance Evaluation process for the Board, its Committees and Directors.
The procedure followed for the performance evaluation of the Board, Committees and Directors is detailed in
the Board’s Report, which forms part of the Annual Report.
The Nomination and Remuneration Committee (NRC) has also formulated criteria for determining
qualifications, positive attributes and independence of Directors in terms of Section 178(3) of the Act and the
Listing Regulations.
3. Audit Committee
(i) Terms of Reference
The Audit Committee of the Company is constituted in accordance with the provisions of Regulation 18 of the
Listing Regulations and the provisions of Section 177 of the Act. All members of the Committee are financially
literate, with Ms. Kruti Kothari, as Chairman of the Committee, having the relevant accounting and financial
management expertise.
The terms of reference of the Audit Committee includes the matters specified under Section 177 of the
Companies Act, 2013 and Regulation 18(3) read with Part C of Schedule II of the Listing Regulations. During
the year under review, the terms of reference of the Audit Committee were amended to align the role of the
Committee with amendments to the Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations,
2015.
The Audit Committee may call for the Comments of the Auditors about internal control systems, the scope of
Audit, including observations and review of financial statements before their submission to the Board and any
related issues with internal and statutory auditors and management of the Company.
During the financial year 2020-21, the Audit Committee of the Company met four times on 21/07/2020,
15/09/2020, 12/11/2020 and 09/02/2021. The gap between two Audit Committee meetings did not exceed
four months. The Committee, in its meeting held on 3rd June, 2021 reviewed the Annual Accounts for the year
ended 31st March, 2021.
The composition of the Audit Committee and the details of the meetings attended by its Members during the
financial year ended 31st March, 2021 are as under:
Sr. Name Category of Director No. of Meeting attended

No.
1 Ms. Kruti Kothari Non-Executive, Independent 4
2 Mr. Harishchandra Bharucha Non-Executive, Independent 4
3 Mr. Yogesh C. Papaiya Executive 4
4 Mr. Ketan Jariwala Non-Executive, Independent 4
During the year, the Audit Committee reviewed key audit findings covering Operational, Financial and
Compliance areas, Risk Mitigation Plan covering key risks affecting the Company which were presented to the
Committee. The Chairman of the Audit Committee briefed the Board members on the significant discussions
which took place at Audit Committee Meetings.

Ms. Kruti Kothari, as Chairman of the Audit Committee was present at the 74th Annual General Meeting of the
Company held on 22nd September, 2020 held through video conference.
The Company Secretary acted as the secretary of the Audit Committee.
(ii) Internal Audit
The Company has adequate Internal Control and Internal Audit system commensurate with its size and nature
of its Business. The Internal Audit Plan is approved by the Audit Committee and the Internal Auditors directly
present their reports to the Audit Committee for their consideration.
4. Nomination and Remuneration Committee

The Nomination and Remuneration Committee (NRC) has been constituted by the Board in compliance with the
requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations.
(i) Terms of reference
The terms of reference of the NRC covers the areas mentioned in Section 178 of the Act and Regulation 19 read
with Part D (A) of Schedule II to the Listing Regulations.
(ii) Composition of the Committee and Attendance at meetings during the year
The Committee consists of three Independent Directors namely Mr. Harishchandra Bharucha as Chairman,
Mr. Ketan Jariwala, Independent Director and Ms. Kruti Kothari. During the year 2020-21 two meetings of the
members of Nomination and Remuneration Committee were held on 21st July, 2020 and 31st March, 2021
wherein all the members were present.
The Chairman of the Nomination and Remuneration Committee was present at the Annual General Meeting of
the Company held on 22nd September, 2020.
(iii) Performance Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and the applicable provisions of the Listing Regulations,
the Annual Performance Evaluation was carried out for the Financial Year 2020-21 by the Board in respect of its
own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination
and Remuneration, Risk Management, Stakeholders’ Relationship and Corporate Social Responsibility
Committees.
The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors
expressed their satisfaction with the evaluation process.
(iv) Remuneration Policy
On recommendation of Nomination and Remuneration Committee, the Board of Directors have approved a
Nomination and Remuneration Policy for the appointment and remuneration of the director, key managerial
personnel (KMP) and other employees.
The key objectives of the Policy are to lay down the criteria for appointment and remuneration of Directors,
Key Managerial Personnel and Executives at Senior Management level and recommend to the Board their
appointment, and also to formulate criteria for evaluation of performance of Independent Directors and the
Board and to devise a policy on Board diversity.
The Policy, inter-alia, includes criteria for determining qualifications, positive attributes, independence of a
director, and expertise and experience required for appointment of Directors, KMP and Senior Management.
The details of the remuneration policy are available on the website of the Company www.surattextilemillsltd.com.

5. Remuneration to Directors
(i) Remuneration paid to Executive Directors during the financial year 2020-21
Name of Director Salary & Perquisites

Mr. Manikant R. Momaya, Managing Director Rs.7,72,489/-
Mr. Yogesh C. Papaiya, Wholetime Director & CFO Rs.25,39,956/-
(ii) Remuneration paid to Non-Executive Directors
The Company has paid sitting fees to Non-Executive directors for attending meetings of the Board, Audit
Committee and other Committee meetings. The aggregate amount of sitting fees paid during the financial year
2020-21 was Rs.6,32,500/-.
The Company has no stock option plans and hence such instrument does not form part of the remuneration
package to any Executive Director and/or Non-Executive Director.
6. Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee has been constituted by the Board in compliance with the requirements
of Section 178 (5) of the Act and Regulation 20 of the Listing Regulations. Mr. Harishchandra Bharucha, Independent
Director is the Chairman of this Committee.
Terms of reference
The terms of reference of the Stakeholders Relationship Committee (SRC) covers the areas mentioned in Section
178 (5) of the Act and Regulation 20 read with Part D (B) of Schedule II to the Listing Regulations. The terms of
reference of the SRC, inter-alia are as follows:
(a) Resolving the grievances of the security holders of the Company including complaints related to transfer/
transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate
certificates, general meetings etc.
(b) Review of measures taken for effective exercise of voting rights by shareholders
(c) Review of adherence to the service standards adopted by the Company in respect of various services being
rendered by the Registrar & Share Transfer Agent.
(d) Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the
shareholders of the company.
Presently, the Stakeholder Relationship Committee comprises of Mr. Harishchandra Bharucha, Independent Director
as Chairman and Mr. Yogesh C. Papaiya, Wholetime Director & CFO and Mr. Ketan Jariwala, Independent Director as
its Members.
During the Financial Year 2020-21, the Committee met once on 21st July, 2020. All the members attended the
meeting.
The Committee also oversees the performance of the Registrar and Share Transfer Agent and recommends measures
for overall improvement in the quality of Investors’ service. Ms. Hanisha Arora, Company Secretary is designated as
Compliance Officer of the Company.
Further, as per regulation 40(2) of the Listing Regulation, a report on transfer of shares / deletion of name / issue of
duplicate share certificates / transmission of securities is also placed at each meeting of the Board of Directors. The
Company Secretary and Compliance Officer acted as the secretary to the committee.

During the Financial Year under review, 14 complaints were received and as on date all of them have been redressed
/ answered to the satisfaction of the shareholders. No investor grievance remained unattended / pending for
resolution for more than 30 days and no request for share transfers and dematerialization received for the financial
year under review was pending for more than the time limit prescribed under the SEBI (LODR) Regulations, 2015.
7. Corporate Social Responsibility Committee

The Committee’s constitution and terms of reference are in compliance with provisions of the Section 135 of the
Companies Act, 2013.
The composition of the Committee of Directors comprises Mr. Ketan Jariwala, Chairman, (Independent Director),
Mr. Harishchandra Bharucha, Independent Director and Mr. Yogesh C. Papaiya, Wholetime Director as Members.
During the year 2020-21 the Committee met once on 31st March, 2021 to discuss the matters coming within the
Committee’s purview.
The Committee’s prime responsibility is to assist the Board in discharging its social responsibility by way of
formulating and monitoring implementation of the framework of corporate social responsibility policy. The terms
of reference of the Corporate Social Responsibility are in accordance with the provisions of the Companies Act, 2013
and Rules made there under.
The Company has also adopted CSR policy in compliance with the aforesaid provisions and the same is placed on
the Company’s website at www.surattextilemillsltd.com.
8. Other Committees of Directors

Management Committee of the Board
The Board of Directors has constituted Management Committee of Directors to approve routine and specific matters
delegated by the Board. The composition of the Committee of Directors comprises Mr. Yogesh C. Papaiya, Chairman,
Mr. Harishchandra Bharucha and Mr. Ketan A. Jariwala as Members.
9. General Body Meetings / Postal ballots

(a) The details of last 3 Annual General Meetings held are as under:
Year Venue Date Time

2019-20 Meeting held through Video Conferencing (VS) / 22nd September, 2020 03.00 p.m.
Other Audio - Visual Means(OAVM)
2018-19 Registered Officer, Surat 3rd September, 2019 11.00 a.m.
2017-18 Registered Officer, Surat 8th August, 2018 11.00 a.m.
All the resolutions set out in the respective Notices were passed by the requisite majority of the Members.
(b) Special Resolutions passed at the last 3 Annual General Meetings:
i) Whether any special resolutions passed in the previous three AGMs: There were three Special Resolutions
were passed at the 74th Annual General Meeting held on 22nd September, 2020. The agenda for Special
Resolutions were re-appointment of Mr. Ketan A. Jariwala as an Independent Director for the second term
of 4 years w.e.f. 26th August, 2020 upto 10th August, 2024, adoption of new set of Articles of Association
of the Company in conformity with the Companies Act, 2013 and adoption of new set of Memorandum of
Association of the Company in conformity with the Companies Act, 2013.
ii) A Special Resolution was passed at the 73rd Annual General Meeting of the Company held on 3rd
September, 2019 for re-appointment of Mr. Manikant R. Momaya as Managing Director of the Company
for a further period of 3 years w.e.f. 1st June, 2019.

iii) At the 72nd Annual General Meeting of the Company held on 8th August, 2018 a Special Resolution was
passed for approval of reappointment of Mr. Harishchandra B. Bharucha as an Independent Director for
the second term of 5 years with effect from 01/04/2019 to 31/03/2024 and another Special Resolution
was passed at the said AGM for approval of Related Party Transactions.
iv) Whether any special resolution is proposed to be conducted through postal ballot – At present, there is
no proposal to pass any special resolution through Postal Ballot.
v) Procedure for Postal Ballot – Not Applicable
(c) Postal ballot:
During the year, the Company did not pass any Special Resolution through postal ballot.
10. Means of Communication:

(i) The quarterly and annual financial results of the Company are uploaded on BSE Listing Centre in accordance
with the requirements of Listing Regulations. The financial results are displayed on BSE website. The financial
results are also published in ‘Indian Express’ (English) and ‘Dhabkar’ (Gujarati) newspapers and posted on the
Company’s website at www.surattextilemillsltd.com. In terms of the Listing Regulations, the Company has a
designated email ID for dealing with Investors’ complaints viz., sharedepartment@stml.in.
(ii) Management Discussion and Analysis report forms part of the Directors Report.
11. General Shareholder information:

(i) AGM: Date Time and Tuesday, 20th July, 2021
Venue 3:00 p.m.
The Company is conducting AGM through VC / OAVM pursuant to the MCA
Circular dated January 13, 2021 (General Circular No. 02/21) read with
circulars dated April 8, 2020, April 13, 2020 and May 5, 2020 (collectively
referred to as “MCA Circulars”) and as such there is no requirement to have a
venue for the AGM. For details, please refer to the Notice of this AGM.
(ii) Financial Calendar Board Meetings for approval of:
(tentative) Financial Results for the first quarter ending Before August 14, 2021
June 30, 2021
Financial Results for the second quarter ending Before November 14, 2021
September 30, 2021
Financial Results for the third quarter ending Before February 14, 2022
December 31, 2021
Annual Accounts for Financial Year 2021-2022 In April / May 2022
Annual General Meeting for the year ending In June/July 2022
March 31, 2022
(iii) Dates of Book Closure Thursday, 15th July, 2021 to Tuesday, 20th July, 2021
(both days inclusive)
(iv) Listing on Stock Exchange BSE Ltd.
and Stock Code Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai 400001
Tel: +91 22 22721233/34
Fax: +91 22 22721919
Stock Code: 530185

The Company has paid Listing Fees for the Financial Year 2021 - 22 to BSE Limited, where the equity shares of the
Company are listed.
(v) Market Price Data
The High/Low market price of the shares during the year 2020-21 at the BSE Limited are as under.
Month High (Rs.) Low (Rs.)

April, 2020 1.35 0.99
May, 2020 2.25 1.16
June, 2020 3.63 1.89
July, 2020 4.20 2.46
August, 2020 2.84 2.45
September, 2020 2.65 2.03
October, 2020 3.03 2.29
November, 2020 2.54 2.23
December, 2020 3.49 2.50
January, 2021 4.96 2.90
February, 2021 4.49 3.85
March, 2021 4.10 3.33
(vi) Registrar and Share Transfer Agents:
KFin Technologies Private Limited
(Unit: Surat Textile Mills Limited),
Selenium Tower B, Plot 31 & 32, Financial District, Gachibowli, Nanakramguda,
Hyderabad 500032. State: Telengana, India.
Toll Free No. 1-800-309-4001 | Fax No. 040 67161567 | Email: einward.ris@kfintech.com
(vii) Share Transfer System:
Share transfers, dividend payments and all other investor related activities are attended to and processed
at the Office of the Company’s Registrar and Share Transfer Agent. For lodgment of transfer deeds and any
other documents or for any grievances/complaints, kindly contact KFin Technologies Private Limited between
Monday to Friday (except on bank holidays)
Share Transfer Physical System:
As per directives issued by SEBI, it is compulsory to trade in the Company’s equity shares in dematerialized
form. Effective April 1, 2019, transfer of shares in physical form has ceased. Shareholders who had lodged their
request for transfer prior to March 31, 2019 and, have received the same under objection can relodge the
transfer request after rectification of the documents. Request for transmission of shares and dematerialization
of shares will continue to be accepted.
(viii) Dematerialization of Shares and Liquidity:
The process of conversion of shares from physical form to electronic form is known as dematerialization.
For dematerializing the shares, the Shareholder has to open a demat account with a Depository Participant
(DP). The Shareholder is required to fill in a Demat Request Form and submit the same along with the Share
Certificate(s) to the DP. The DP will allocate a demat request number and shall forward the request physically
and electronically, through NSDL/CDSL to the R&T Agent. On receipt of the demat request, both physically and
electronically and after verification, the Shares are dematerialized, and an electronic credit of shares is given in
the account of the Shareholder.

All the share related work is being undertaken by the company’s Registrar & Transfer Agent. A Stakeholders
Relationship Committee has been constituted to approve the share transfer, transmission, split and
consolidation etc. of shares. The transfers which are complete in all respects are taken up for approval at least
once in a fortnight and the transferred securities dispatched to the transferee within 21 days. The details of
transfer / transmission approved by the Committee are noted by the Board at its next meeting.
(ix) Distribution of shareholding as on 31st March, 2021:
Sr. Category of Members No. of Shares held % of total Shares

No.
1. Promoters 166504917 74.98
2. Indian Public 49872710 22.46
3. Banks, Financial Institutions & Insurance Companies 513 0.00
4. NRI’s / Overseas Body Corporates 401954 0.18
5. Bodies Corporate 5098529 2.30
6. NBFC Registered with RBI 0 0.00
7. Others (NSDL+CDSL) Clearing Members 185817 0.08
TOTAL 222064440 100.00
(x) Categorywise Summary of Holders / Holdings as on 31st March, 2021:
No. of Equity Shares No. of % of total No. of Shares % of total Shares

Shareholders Shareholders held
1 - 5000 48971 97.59 18439539 8.30
5001 - 10000 649 1.29 5182816 2.33
10001 - 20000 280 0.56 4100379 1.85
20001 - 30000 104 0.21 2580288 1.16
30001 - 40000 37 0.07 1289255 0.58
40001 - 50000 36 0.07 1697707 0.77
50001 - 100000 55 0.11 4032371 1.82
100001 & above 50 0.10 184742085 83.19
TOTAL 50182 100.00 222064440 100.00
12. Other information / Disclosures

(i) Related Party Transactions
Your Company has formulated a Policy on materiality of Related Party Transactions and also dealing with
Related Party Transactions. The policy on Related Party Transactions is hosted on the website of the Company.
Particulars of transactions between the Company and related parties as per Accounting Standard (AS) 18
– ‘Related Party Disclosures’ notified under Section 133 of the Companies Act, 2013 read with Rule 7 of
Companies (Audit and Accounts) Rules, 2014 are given under note No.32 of the annual accounts for the
financial year 2020-21.
(ii) Disclosure of Accounting Treatments
The Company has adopted and prepared the accounts in accordance with Indian Accounting Standards ('Ind
AS') notified under section 133 of the Companies Act, 2013 ('Act') read with Companies (Indian Accounting
Standards) Rules 2015 as amended and other recognised accounting practices and policies to the extent
applicable.

(iii) Subsidiary Company
The Company does not have any material unlisted Indian subsidiary, and hence, is not required to nominate an
Independent Director of the Company on the Board of any subsidiary. Your Company has voluntarily formulated
a Policy on Material Subsidiary as required under Regulation 24 of the SEBI Listing Regulations, 2015 and the
Policy is hosted on the website of the Company.
(iv) MD/CEO/CFO Certification
As required under Regulation 17(8) of SEBI Listing Regulations, 2015, the CEO and CFO certification of the
Financial Statements, the Cash Flow Statement and the Internal Control Systems for financial reporting for the
financial year ended was placed before Board of Directors at its Meeting held on 3rd June, 2021.
(v) Compliance officer
The Company Secretary is the Compliance Officer under Regulation 6 of the SEBI Listing Regulations, 2015 and
other applicable SEBI Regulations and Rules.
(vi) Risk Management
Your Company has laid down procedure to inform Board members about risk assessment and minimization and
has implemented the Risk Management plan and continuously monitors it. Details of Risk Management by the
Company have been provided in the Directors’ Report and Management Discussion and Analysis.
(vii) Statutory Compliance, Penalties and Strictures
There has neither been any non-compliance of any of the provisions of law by the Company nor any penalty or
structure imposed by the Stock Exchange or SEBI or any other statutory authorities on any matters related to capital
market during the last 3 years, except a fine of Rs.18,880/- including GST imposed by BSE Limited during the year
2020-21 for non compliance of Regulation 27(2) and Regulation 31 of the SEBI (LODR) Regulations, 2015 with respect
to delay in filing of quarterly Corporate Governance Compliance Report and quarterly Shareholding Pattern.
(viii) Whistle Blower Policy / Vigil Mechanism:
The Company has established a Whistle Blower / Vigil Mechanism through which its Directors, Employees
and Stakeholders can report their genuine concerns about unethical behaviours, actual or suspected fraud or
violation of the Company’s code of conduct or ethics policy. The said policy provides for adequate safeguard
against victimization and also direct access to the higher levels of supervisors.
(ix) Preventing Conflict of Interests
Members of Board and Senior Management Team while discharging their duties, avoid their conflict of interest
in the decision making process. The members of Board refrain themselves from any discussions and voting in
transactions where they have concern or interest.
(x) Insider Trading Code
The Securities and Exchange Board of India (SEBI) has promulgated the SEBI (Prohibition of Insider Trading)
Regulations, 2015 (“The PIT Regulations”). The object of the PIT Regulations is to curb the practice of insider
trading in the securities of a listed company.
The Company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades
by Insiders’ (“the Code”) in accordance with the requirements of the PIT Regulations. The Code lays down
guidelines for procedures to be followed and disclosures to be made while trading in securities of the Company.
During the year, the Code was amended to align it with the amendments to SEBI (Prohibition of Insider Trading)
Regulations, 2015. As per the revised Code, the Company also adopted Policy on Enquiry in case of leak or
suspected leak of UPSI and policy for Determination of Legitimate Purposes.
The Code of Corporate Disclosure Practices along with the Policy for Determination of Legitimate Purposes is
also available on the website of the Company at http://www.surattextilemillsltd.com.

The Code is applicable to Promoters and Promoter’s Group, all Directors and such Designated Employees who
are expected to have access to unpublished price sensitive information relating to the Company. The Company
Secretary is the Compliance Officer for monitoring adherence to the said Regulations.
The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive Information (UPSI)’ in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.
This Code is displayed on the Company’s website.
(xi) Reconciliation of Share Capital Audit
A qualified Practicing Company Secretary carries out reconciliation of share capital Audit, on quarterly basis to
reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) and the total issued and listed capital The audit confirms that the total issued/
paid up capital is in agreement with the total number of shares in physical form and the total number of
dematerialized shares held with NSDL and CDSL.
(xii) Depository Services:
The Equity Shares of your Company are traded in compulsory dematerialised form by all the investors. The
Company has entered into agreements with both the depositories viz., National Securities Depositories
Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL), enabling the investors to hold shares of the
Company in electronic form through the depository of their choice.
(xiii) Dematerialisation of Shares:
219721915 Equity Shares aggregating to 98.95% of the total Equity Capital is held in dematerialized form as on
31/03/2021 of which 88.09% (195611878 Equity Shares) of total equity capital is held with NSDL and 10.86%
(24110037 Equity Shares) of total equity capital is held with CDSL as on 31/03/2021.
(xiv) Stock Exchange Intimations
All price-sensitive information and matters that are material to shareholders are disclosed to the respective
Stock Exchanges where the securities of the Company are listed. All submissions to the Exchanges are made
through the respective electronic filing systems.
Material events or information as detailed in Regulation 30 of the Listing Regulations are disseminated to the
Stock Exchanges by filing them with BSE through BSE Online Portal. They are also displayed on the Company’s
website at http://www.surattextilemillsltd.com.
(xv) Letters and Reminders to Shareholders
The Company in terms of circular issued by SEBI time to time with respect to Updation of PAN and Bank details,
mandating transfer of securities only in electronic form effective from 1st April, 2019, has communicated to the
shareholders through notice of Annual General Meeting.
(xvi) Credit Ratings
The Company has not issued any debt instruments and does not have any fixed deposit programme or
any scheme or proposal involving mobilization of funds during the financial year ended 31st March, 2021.
Accordingly requirement of obtaining credit rating is not applicable.
(xvii) Commodity price risk / Foreign Exchange Risk and Hedging Activity
Certain key raw materials, such as MEG / PTA used by the Company are derivatives of commodities such as
crude oil. Any material price fluctuation in such commodities can impact the margins of the Company till
the impact is appropriately factored in the pricing of Company’s products. The Company does not undertake
commodity hedging activities. Exposure to commodity and commodity risks faced by the Company throughout
the year is Nil.

(xviii) Outstanding GDRs/ADRs/Warrants
The Company has no outstanding GDRs/ADRs/Warrants as on 31st March, 2021.
(xix) Nomination:
Individual shareholders holding shares singly or jointly in physical form can nominate a person in whose name
the shares shall be transferable in case of death of the registered shareholder(s). Nomination facility in respect
of shares held in electronic form is also available with the depository participants as per the bye-laws and
business rules applicable to NSDL and CDSL. Nomination form can be obtained from the Company’s Registrar
and Transfer Agent.
(xx) Address for Correspondence:
For Transfer / Dematerialisation of Shares, Payment of Dividend on Shares and any other query relating to the
shares of the Company.
(i) For Shares held in Physical Form KFin Technologies Private Limited
(Unit: Surat Textile Mills Limited),
Selenium Tower B, Plot 31 & 32,
Financial District, Gachibowli,
Nanakramguda,
Hyderabad 500032.
State: Telengana, India.
Toll Free No. 1-800-309-4001
Fax No. 040 67161567
Email: einward.ris@kfintech.com
(ii) For query on Annual Report Surat Textile Mills Limited

Secretarial Department,
Puna-Kumbharia Road,
Dumbhal,
Surat 395010
(iii) For Shares held in Demat Form Respective Depository Participants of the shareholders.
(xxi) Eliminate Duplicate Mailing
Members holding Equity Shares of the Company in more than one Folio in one name or with the same address
as joint members of the Company, may authorize the Company to discontinue mailing of multiple Annual
Reports.
(xxii) Equity Shares in the suspense account
During the year under review, there were no shares held in the demat suspense account/unclaimed suspense
account. The Company has sent reminders to the shareholders to claim their shares returned undelivered and
lying in physical form with the Company.
(xxiii) Secretarial Audit
Pursuant to Regulation 40(9) of the Listing Regulations, certificates have been issued, on a half-yearly basis, by
a Company Secretary in practice, certifying due compliance of share transfer formalities by the Company.
A Company Secretary in practice carries out a quarterly Reconciliation of Share Capital Audit, to reconcile
the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL) and he total issued and listed capital.

The audit confirms that the total issued/paid-up capital is in agreement with the aggregate of the total number
of shares in physical form and the total number of shares in dematerialised form (held with NSDL and CDSL).
Mr. Jigar Vyas of M/s Jigar Vyas & Associates, Practicing Company Secretaries, has conducted a Secretarial
Audit of the Company for FY 2020-21. Their Audit Report confirms that the Company has complied with the
applicable provisions of the Act and the Rules made there under, its Memorandum and Articles of Association,
Listing Regulations and the applicable SBI Regulations. The Secretarial Audit Report forms part of the Board’s
Report.
(xxiv) Certificate from Practising Company Secretary
Mr. Jigar Vyas of M/s Jigar Vyas & Associates, Practicing Company Secretaries, has issued a certificate as
required under the Listing Regulations, confirming that none of the Directors on the Board of the Company has
been debarred or disqualified from being appointed or continuing as directors of companies by SEBI/Ministry
of Corporate Affairs or any such statutory authority. The certificate is enclosed with this section.
In accordance with the SEBI Circular dated February 8, 2019, the Company has obtained an Annual Secretarial
Compliance Report from Mr. Jigar Vyas of M/s Jigar Vyas & Associates, Practicing Company Secretaries,
confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the year ended
31st March, 2021.
(xxv) Auditors’ Certificate on Corporate Governance
The Auditors’ certificate on Corporate Governance is provided as Annexure G to the Board’s report.
(xxvi) Web link for various documents.
The following documents/information are linked with the website of the Company i.e. www.surattextilemillsltd.com
Particulars Web link

Code Of Conduct http://www.surattextilemillsltd.com/CodeOfConduct.aspx
Annual Return http://www.surattextilemillsltd.com/AnnualReturn.aspx
Familiarisation http://www.surattextilemillsltd.com/policies/STML Familiarisation-Programme-for-Independent-Director.pdf
Programme for
Independent Director
Policy For Determining http://www.surattextilemillsltd.com/policies/STML policy-for-determining-material-subsidiaries.pdf
Material Subsidiaries
Policy for Related Party http://www.surattextilemillsltd.com/policies/STML Policy for Related Party Transaction.pdf
Transaction
Corporate Social http://www.surattextilemillsltd.com/policies/Corporate Social Responsibility Policy.pdf
Responsibility Policy
Whistle Blower http://www.surattextilemillsltd.com/policies/STML whistle blower.pdf
Preservation of http://www.surattextilemillsltd.com/policies/STML Preservation of Documents and Archival Policy.pdf
Documents and
Archival Policy
Policy on http://www.surattextilemillsltd.com/policies/STML Policy on Determination of Materiality of Events
Determination of Information.pdf
Materiality of Events
Information
Code of Practices and http://www.surattextilemillsltd.com/policies/STML Code of Practices and Procedures for Fair Disclosure.pdf
Procedures for Fair
Disclosure
(xxvii) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements
The Company has complied with all the mandatory requirements and have not adopted non-mandatory
requirements.

(xxviii) The Company does not have any material subsidiary company.
(xxix) Policy on dealing with related party transactions is available on the website of the Company.
(xxx) The Company does not have any foreign exchange exposure, therefore the company has not framed any such
policy for activities related thereto.
(xxxi) Compliance of Discretionary requirements under Part E of Schedule II of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
1. The Board: The Chairperson does not maintain his separate office at the Company’s expense.
2. Shareholder Rights: The Company publishes the financial results in news papers and places on its website
and does not send it to shareholders.
3. Modified opinion(s) in audit report: The Audit opinion received by the Company has not been modified.
4. Separate posts of chairperson and chief executive officer: The Company has a Managing Director and a
Wholetime Director designated as Executive Director and CFO of the Company.
5. Reporting of internal auditor: The Internal Auditor of the Company directly reports to the Audit Committee
of the Company and their Internal Audit Reports are presented in the meeting of the Audit Committee.
(xxxii)Total fees for all services paid by the Company to the statutory auditor and all entities in the network firm /
network entity of which the statutory auditor is a part is given below:
(Rs. In Lakh)
Payment to Statutory Auditors FY 2020-21

Audit Fees 2.25
Other Services 3.01
Total 5.26
For Surat Textile Mills Limited
Manikant R. Momaya
Managing Director
Surat, 3rd June, 2021 DIN: 00023993

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
[pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015]
To
The Board of Directors,
Surat Textile Mills Limited,
Tulsi Krupa Arcade,
6th Floor, Near Aai Mata Chowk,
Puna-Kumbharia Road, Dumbhal,
SURAT 395010.
I, Jigar K. Vyas Proprietor - Jigar Vyas & Associates, Practicing Company Secretaries have examined the relevant registers,
records, forms, returns and disclosures received from the Directors of SURAT TEXTILE MILLS LIMITED having CIN
L17119GJ1945PLC000214 and having registered office at Tulsi Krupa Arcade, 6th Floor, Near Aai Mata Chowk, Puna-
Kumbharia Road, Dumbhal, SURAT 395 010,(hereinafter referred to as ‘the Company’), produced before me by the
Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C
Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification
Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the
Company & its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the
Financial Year ending on 31st March, 2021 have been debarred or disqualified from being appointed or continuing as
Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other
Statutory Authority.
Sr. No. Name of Directors DIN Date of Appointment in Company
1 Mr. Manikant R. Momaya 00023993 23/10/2000
2 Mr. Yogesh C. Papaiya 00023985 23/10/2000
3 Mr. Harishchandra B. Bharucha 00138430 26/11/2010
4 Mr. Ketan A. Jariwala 02095540 11/08/2014
5 Ms. Kruti Kothari 08502921 09/07/2019
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these based on our verification. This
certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with
which the management has conducted the affairs of the Company.
For Jigar Vyas & Associates
Company Secretaries
SD/-
Jigar Vyas
Proprietor
Place: Surat FCS No.: 8019 C.P. No.: 14468
Date: 29th May, 2021 UDIN: F008019C000390742

CEO/CFO CERTIFICATION
(under Regulation 17(8) of SEBI (LODR) Regulations, 2015)
To
The Board of Directors,
Surat Textile Mills Limited
Puna-Kumbharia Road, Dumbhal,
Surat 395010
We the undersigned, in our respective capacities as Managing Director and Chief Financial Officer of Surat Textile Mills
Limited (“the Company”) to the best of our knowledge and belief certify that:
(a) We have reviewed Financial Statement and the Cash Flow Statement for the year ended 31st March, 2021 and that
to the best of our knowledge and belief, we state that:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
(ii) these statement together present a true and fair view of the Company’s affair and are in compliance with the
existing accounting standards, applicable laws and regulations.
We further state that to the best of our knowledge and belief, no transactions entered into by the Company during the
year, which are fraudulent, illegal or violative of the Company’s Code of Conduct.
We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated
the effectiveness of the internal control systems of the Company pertaining to financial reporting and have disclosed to
the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are
aware and the steps we have taken or propose to take to rectify these efficiencies.
We have indicated to the Auditors and the Audit Committee:
(i) significant changes, if any, in internal control over financial reporting during the year;
(ii) significant changes, if any, in accounting policies during the year and that the same have been disclosed in the notes
to the financial statements; and
(iii) instances of significant fraud of which they have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the Company’s internal control systems over financial
reporting.
Manikant R. Momaya Yogesh C. Papaiya

Managing Director Wholetime Director & CFO
Surat, 3rd June, 2021 DIN: 00023993 DIN 00023985

CERTIFICATE OF COMPLIANCE WITH THE CODE OF CONDUCT POLICY
(Regulation 34(3) read with Schedule V (Part D) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
This is to confirm and certify that the Company has adopted a Code of Conduct for Board member and Senior
Management Personnel. As provided under sub-regulation (3) of Regulation 26 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015, the Board member and Senior Management have confirmed compliance
with the Code of Conduct and Ethics for the year ended 31st March, 2021.
Manikant R. Momaya
Managing Director
Surat, 3rd June, 2021 DIN: 00023993

INDEPENDENT AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
To, information of the Company and obtained necessary
The Members of representations and declarations from directors including
Surat Textile Mills Limited independent directors of the Company.
1. We have examined the compliance of conditions of 6. We conducted our examination of the above corporate
Corporate Governance by Surat Textile Mills Limited governance compliance by the Company in accordance
(“the Company”), for the year ended on March 31, 2021, with the Guidance Note on Reports or Certificates for
as stipulated in Regulations 17 – 27, clauses (b) to (i) of Special Purposes (Revised 2016) and Guidence Note on
Regulation 46(2) and paragraphs C, D and E of Schedule Certification of Corporate Governance both issued by the
V of the Securities and Exchange Board of India (Listing Institute of Chartered Accountants of India (the ICAI), in
Obligations and Disclosure Requirements) Regulations, so far as applicable for the purpose of this certificate. The
2015 (‘SEBI Listing Regulations’), pursuant to the Listing Guidance Note requires that we comply with the ethical
Agreement of the Company with Stock exchanges (‘the requirements of the Code of Ethics issued by the ICAI.
condition of compliance with corporate governance’). 7. We have complied with the relevant applicable
Management Responsibility requirements of the Standard on Quality Control (SQC) 1,
Quality Control for Firms that Perform Audits and Reviews
2. The compliance with the conditions of Corporate
of Historical Financial Information, and Other Assurance
Governance is the responsibility of the management
and Related Services Engagements.
of the Company, including the preparation and
maintenance of all relevant supporting records and Opinion
documents. This responsibility includes the design, 8. In our opinion and to the based of our information and
implementation and maintenance of internal control according to explanations given to us, we certify that the
and procedures to ensure the compliance with the Company has complied with the conditions of Corporate
conditions of the Corporate Governance stipulated in Governance as specified in regulations 17 to 27, clauses
the SEBI Listing Regulations. (b) to (i) of regulation 46(2) and paragraphs C, D and E of
Auditors Responsibility Schedule V of the SEBI Listing Regulations, as applicable
during the year ended 31 March, 2021.
3. Pursuant to the requirements of the Listing Regulations,
our responsibility is to express a reasonable assurance Other Matters and Restriction on use:
in the form of an opinion whether the Company has 9. We state that such compliance is neither an assurance as
complied with the conditions of Corporate Governance of to the future viability of the Company nor the efficiency or
the Listing Regulations. effectiveness with which the Management has conducted
4. We have examined relevant records and documents the affairs of the Company. Also, we have no responsibility to
maintained by the Company for the purposes of providing update this certificate or event and circumstances occurring
reasonable assurance on the compliance with Corporate after the date of this certificate.
Governance requirements by the Company. These 10. This certificate is addressed and provided to the members
procedures include examining evidence supporting the of the Company solely for the purpose of enabling
particulars in the Corporate Governance Report, on a test Company to comply with its obligation under the Listing
basis. Regulations and should not be used by any other person
5. The procedures selected depend on the auditor’s or for any other purpose. Accordingly, we do not accept
judgement, including the assessment of the risks associated or assume any liability or any duty of care for any other
in compliance of the Corporate Governance Report with purpose or to any other party to whom it is shown or into
the applicable criteria. The procedures include but not whose hands it may come without our prior consent in
limited to verification of secretarial records and financial writing.
For Sharp & Tannan Associates,
Chartered Accountants
Firm’s Registration No.: 109983W
by the hand of
Tirtharaj Khot
Partner
Membership No.: (F) 037457
Pune, 3rd June, 2021 UDIN No.: 21037457AAAABA4432

INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF SURAT TEXTILE MILLS LIMITED
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying Standalone Financial Statements of SURAT TEXTILE MILLS LIMITED (hereinafter
referred as “the Company”), which comprise the balance sheet as at March 31, 2021, the statement of profit and loss
(including other comprehensive income), the cash flow statement and the statement of changes in equity for the year
then ended and notes to the Standalone Financial Statements, including a summary of significant accounting policies
and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone
Financial Statements give the information required by the Companies Act, 2013 (hereinafter referred as “the Act”) in the
manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under
section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended (hereinafter
referred as “Ind AS”) and other accounting principles generally accepted in India, of the state of affairs (financial position)
of the Company as at March 31, 2021, and its profit(financial performance including other comprehensive income), its
cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (hereinafter referred as “SAs”) specified
under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s
responsibilities for the audit of the standalone financial statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions
of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
We draw attention to Note No. 36 to the financial statements, which describes the economic and social consequences
the entity is facing as a result of Covid-19 which is impacting operations of the Company, supply chains, personnel
available for work etc.
Our opinion is not modified in respect of this matter of emphasis.
Key Audit Matter
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the
Financial Statements taken as a whole, in forming our opinion thereon and we do not provide a separate opinion on
these matters. We have determined the key audit matter as described below:
Accounting treatment for customer contracts
Description of key audit matter
Revenue amounting to Rs.13,057.30 Lakhs reported in the company’s financial statements pertains to customer specific
contracts and the same are required to satisfy the recognition and measurement criteria as prescribed in IND AS 115,
‘Revenue from Contracts with Customers’. Revenue recognition is considered as an inherent risk and also as a fraud risk.

In case of revenue recognition risk of material mis-statement significantly increases for its cut-offs, accuracy, completeness
and presentation and disclosure. This can lead to revenue either being recognised in incorrect accounting periods or at
incorrect value thereby impacting the results. Considering these factors, in the context of our audit this matter was of
significance and hence a key audit matter.
Description of Auditor’s response
With a view to verify the reasonableness of the revenue accounting we carried out following procedures:
a) Understanding the internal control environment for revenue recognition and to test check with a view to verify its
operating effectiveness;
b) Read terms of the contracts and verified accuracy of sales recognition;
c) Discussed with the management process of identification of variable consideration;
d) Verified cut-off documents to ensure that revenue is recognized in correct accounting period and carried out other
substantive procedures;
e) Performed analytical procedures and obtained reasons for major variances;
f) Ensured that revenue is recognized in accordance with accounting policy of the Company and Ind AS 115 and
necessary disclosures are made in the financial statements;
Information Other than the Standalone Financial Statements and Auditor’s Report Thereon
(hereinafter referred as “Other Information”)
The Company’s Management and Board of Directors are responsible for the preparation of the other information.
The other information comprises the Board’s report and management discussion and analysis included in the annual
report but does not include the Standalone Financial Statements and our auditor’s report thereon.
Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with the Standalone
Financial Statements or our knowledge obtained during the course of our audit, or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of management and those charged with Governance for the Standalone Financial
Statements
The Company's Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act
with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial
position, financial performance, cash flows and changes in equity of the Company in accordance with the accounting
principles generally accepted in India, including the Ind AS. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true
and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, Company’s Management and Board of Directors are responsible
for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these Standalone Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:
A. Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
B. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
D. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the Standalone Financial
Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
E. Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the
disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in
a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial
Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of
our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements
in the Standalone Financial Statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.
Other Matter
Due to the Covid-19 pandemic and the lockdown and other restrictions imposed by the Government and local
administration, the audit processes carried out subsequent to commencement of lockdown were based on the remote
access and evidence shared digitally.
Our opinion is not modified in respect of this other matter.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2016 (“the Order”), issued by the central government of
India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A”, a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by section 143 (3) of the Act and based on our audit, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit;
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books;
c) The balance sheet, the statement of profit and loss (including other comprehensive income), statement of
changes in equity and the statement of cash flows dealt with by this report are in agreement with the books of
account;
d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under section
133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014;
e) On the basis of the written representations received from the directors as on March 31, 2021 taken on record
by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as
a director in terms of section 164 (2) of the Act;
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate report in “Annexure B”; our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls
over financial reporting;
g) With respect to the other matters to be included in the auditor’s report in accordance with the requirements
of section 197(16) of the Act, as amended, we report that in our opinion and to the best of our information
and according to the explanations given to us, the remuneration paid by the Company to its directors during
the year is in accordance with the provisions of section 197 of the Act; and

h) With respect to the other matters to be included in the auditor's report in accordance with rule11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according
to the explanations given to us:
i. There is no pending litigation of Company as at March 31, 2021- refer note 28 of the financials statement.
ii. The Company has made provision, as required under the applicable law or Ind AS, for material foreseeable
loses, if any, on long term contracts including derivative contracts
iii. There were no amounts which were required to be transferred to the Investor Education and Protection
Fund by the Company.

by the hand of
Tirtharaj Khot
Partner
Pune, June 03, 2021 UDIN No.: 21037457AAAAAZ5141

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT
(Referred to in paragraph 1 under the heading, “Report on Other Legal and Regulatory Requirements” of our report on
even date)
(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation
of fixed assets (i.e. property, plant and equipment, investment property and other intangible assets of the
Company).
(b) The fixed assets are being physically verified by the management at regular intervals based on the programme
of verification which in our opinion is reasonable. No material discrepancies were identified during such
physical verification conducted by the Company during the year.
(c) According to the information and explanation provided to us, all title deeds of immovable properties are held
in the name of the Company.
(ii) Physical verification of inventory has been conducted at reasonable intervals by the management. Discrepancies
noticed on physical verification were not material and the same have been properly dealt with in the books of
account.
(iii) The Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or
other parties covered in the register maintained under Section 189 of the Act. Accordingly, reporting on paragraphs
3 (iii) (a), (b) and (c) of the Order are not applicable to the Company.
(iv) According to information and explanation provided to us, during the year the Company has not granted any loans,
made any investments and provided any guarantees and securities to the parties covered under section 185 & 186
of the Act, accordingly reporting on paragraph 3(iv) of the Order is not applicable.
(v) According to information and explanation provided to us, the Company has not accepted deposits, hence the
directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 of the Act and the rules framed
there under, are not applicable to it. According to information and explanation provided to us, no order has been
passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other
tribunal in the current year. Accordingly, reporting on paragraph 3(v) of the Order is not applicable.
(vi) The Central Government has specified maintenance of cost records under section 148(1) of the Act. We have
broadly reviewed these records relating to materials, labour and other items of cost maintained by the Company
and are of the opinion that, prima facie; the prescribed accounts and records have been made and maintained. We
have not however made a detailed examination of records with a view to determine whether they are accurate and
complete.
(vii) (a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employees'
state insurance, income-tax, goods and service tax, sales-tax, service tax, duty of customs, duty of excise, value
added tax, cess and any other statutory dues, as applicable, with the appropriate authorities. According to the
information and explanation provided to us, no undisputed amounts payable in respect of statutory dues were
in arrears as at March 31, 2021, for a period of more than six months from the date they became payable.
(b) According to the information and explanation provided to us, no dues of income tax, sales tax, service tax, duty
of customs, duty of excise, value added tax, GST or cess which have not been deposited on account of dispute
as at March 31, 2021.
(viii) Based on our audit procedures and according to the information and explanation provided to us, the Company did
not have any loan or borrowings dues payable to Bank, financial institutions & government during the year and also
the Company did not have any debenture holders, accordingly reporting on paragraph 3(viii) of the Order is not
applicable.

(ix) According to information and explanation provided to us, the Company has not raised moneys by way of initial
public offer or further public offer (including debt instruments) and has not obtained any term loans during the year.
Accordingly, paragraph 3 (ix) of the Order is not applicable to the Company.
(x) Based upon the audit procedures performed by us and according to the information and explanations provided to
us, no material fraud by the Company or any material fraud on the Company by its officers or employees has been
noticed or reported during the year.
(xi) According to the information and explanation provided to us, the managerial remuneration has been paid and
provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule
V to the Act.
(xii) The Company is not a Nidhi Company. Accordingly, reporting on para 3(xii) is not applicable.
(xiii) According to the information and explanation provided to us, all transactions with the related parties are in
compliance with Sections 177 and 188 of the Act, wherever applicable, and the details have been disclosed in the
Standalone Financial Statements as required by the applicable Ind AS.
(xiv) According to the information and explanation provided to us, the Company has not made any preferential allotment
or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly,
reporting on para 3(xiv) is not applicable.
(xv) According to the information and explanation provided to us, the Company has not entered into any non-cash
transactions with directors or persons connected with them. Accordingly, reporting on para 3(xv) is not applicable.
(xvi) According to the information and explanation provided to us, the Company is not required to be registered under
Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting on para 3(xvi) is not applicable.
by the hand of
Tirtharaj Khot
Partner

ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT
(Referred to in paragraph 2 (f) under the heading, “Report on other legal and regulatory requirements” of our report on
even date)
Report on the Internal Financial Controls
[Under Clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 (“the Act”)]
Opinion
We have audited the internal financial controls over financial reporting of SURAT TEXTILE MILLS LIMITED (hereinafter
referred as “the Company”) as of March 31, 2021 in conjunction with our audit of the Standalone Financial Statements
of the Company for the year ended on that date.
In our opinion and to the best of our information and according to the explanations given to us, the Company has, in
all material respects, an adequate internal financial controls system over financial reporting and such internal financial
controls over financial reporting were operating effectively as at March 31, 2021, based on the internal financial control
over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (hereinafter referred as “the
guidance note”) issued by the Institute of Chartered Accountants of India (hereinafter referred as “ICAI”).
Management's responsibility for Internal Financial Controls

The Company’s Management and Board of Directors are responsible for establishing and maintaining internal financial
controls based on the internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the guidance note. These responsibilities include the design,
implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring
the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and
the timely preparation of reliable financial information, as required under the Act.
Auditor’s responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based
on our audit. We conducted our audit in accordance with the guidance note and the Standards on Auditing issued by
ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal
financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial
reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial
reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the
risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
on the Company's internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of Standalone Financial Statements for external
purposes in accordance with generally accepted accounting principles. A company’s internal financial control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone
Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures
of the company are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the Standalone Financial Statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and
not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future
periods are subject to the risk that the internal financial control over financial reporting may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
by the hand of
Tirtharaj Khot
Partner

Balance Sheet as at 31st March, 2021
(Rs. in Lakhs)
Note No. As at As at
31st March, 2021 31st March, 2020
ASSETS
1 NON-CURRENT ASSETS:
(a) Property, Plant and Equipment 1 562.69 598.57
(b) Investment Property 2 1013.70 1013.70
(c) Financial Assets
(i) Investments 3 1612.32 647.85
(ii) Loans and Advances 0.00 0.00
(iii) Others Financial Assets 0.00 0.00
(d) Non-Current Tax Assets (Net) 5 163.21 28.09
(e) Deferred Tax Assets (Net) 0.00 0.00
(f) Other Non-Current Assets 6 2895.98 2895.98
Total Non-Current Assets 6247.90 5184.19
2 CURRENT ASSETS:
(a) Inventories 8 960.60 752.26
(b) Financial Assets
(i) Investments 3 5506.41 3119.08
(ii) Trade Receivables 9 188.84 350.83
(iii) Cash and Cash Equivalents 10 675.20 2013.73
(iv) Bank Balances Other than (iii) above 10 191.23 1304.97
(v) Loans and Advances 4 116.28 147.71
(c) Other Current Assets 6 445.91 597.67
Total Current Assets 8084.47 8286.25
TOTAL ASSETS 14332.37 13470.44
EQUITY AND LIABILITIES
EQUITY:
(a) Equity Share Capital 11 2220.64 2220.64
(b) Other Equity 12 11580.84 10261.40
Total Equity 13801.48 12482.04
LIABILITIES:
1 NON-CURRENT LIABILITIES:
(a) Financial Liabilities
(i) Borrowings 0.00 0.00
(ii) Other Financial Liabilities 16 44.61 67.25
(b) Long-Term Provisions 13 72.40 59.83
(c) Deferred Tax Liabilities (Net) 14 187.82 80.99
Total Non-Current Liabilities 304.83 208.07
2 CURRENT LIABILITIES:
(a) Financial Liabilities
(ii) Trade Payables
1. Dues of Micro Enterprises and Small Enterprises 15 0.09 1.39
2. Dues of Other than Micro Enterprises and Small 15 51.87 659.49
Enterprises
(iii) Other Financial Liabilities 16 158.85 85.56
(b) Other Current Liabilities 17 9.72 27.89
(c) Short-Term Provisions 13 5.53 6.00
(d) Current Tax Liabilities (Net) 0.00 0.00
Total Current Liabilities 226.06 780.33
TOTAL EQUITY AND LIABILITIES 14332.37 13470.44
The accompanying significant accounting policies and notes form an Integral 1 to 39
Part of the Financial Statements.
As per our attached report of even date For and on behalf of Board of Directors
For Sharp & Tannan Associates.
Chartered Accountants Manikant R Momaya
Firm Registration No. 109983W Managing Director
by the hand of DIN: 00023993
Tirtharaj Khot Yogesh C Papaiya
Partner Wholetime Director and CFO
Membership No.(F) 037457 DIN: 00023985
UDIN No.: 21037457AAAAAZ5141
Company Secretary
Pune, 3rd June, 2021 Surat, 3rd June, 2021

Statement of Profit and Loss for the year ended 31st March, 2021
(Rs. in Lakhs)
Note No. 2020-21 2019-20
INCOME:
Revenue from Operations 18 13114.42 18027.50
Other Income 19 473.19 460.79
TOTAL INCOME 13587.61 18488.29
EXPENSES:
Cost of Materials Consumed 20 9148.71 14036.35
Purchases of Stock-In-Trade 0.00 0.00
Changes in Inventories of Finished Goods, Work-in-Progress 21 22.63 35.90
and Stock-in-Trade
Employee Benefits Expense 22 244.63 216.34
Finance Costs 23 16.02 76.54
Depreciation and Amortisation Expense 24 38.76 46.39
Other Expenses 25 2375.81 2998.06
TOTAL EXPENSES 11846.56 17409.58
PROFIT BEFORE TAX 1741.05 1078.71
Tax Expenses
(1) Current tax 7 194.55 166.09
(2) Deferred tax 7 98.03 129.43
(3) Taxes in Respect of Earlier Years 7 0.00 2.87
Total Tax Expenses 292.58 298.39
PROFIT AFTER TAX 1448.47 780.32
OTHER COMPREHENSIVE INCOME:
(i) Items that will not be reclassified to profit / (loss) 26 (120.23) (354.91)
(ii) Income tax relating to items that will not be reclassified to 26 (8.80) (34.24)
profit or (loss)
OTHER COMPREHENSIVE INCOME/(EXPENSE) FOR THE YEAR (129.03) (389.15)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 1319.44 391.17
Earnings per Equity Share of face value of Rs.1/- each 27 0.65 0.35
The accompanying significant accounting policies and notes form an Integral 1 to 39

Part of the Financial Statements.
Company Secretary

Cash Flow Statement for the year ended 31St March, 2021
(Rs. in Lakhs)
Year ended Year ended
2020-21 2019-20
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit/(Loss) before tax 1741.05 1078.71
Adjustment for:
Depreciation and Amortisation Expense 38.76 46.39
Finance Costs 16.02 76.54
Interest Income (172.61) (96.35)
Dividend Income 0.00 (79.82)
(Profit)/Loss on Redemption of Investments 0.00 (32.48)
Mark to Market of bonds (EIR method) 0.37 0.35
Unrealised Gain on Investments (300.55) (250.03)
Credit Balance Write Back 0.00 (1.63)
Bad debts and advance written off 11.19 6.04
(406.82) (330.99)
Operating Profit before Working Capital Changes 1334.23 747.72
Movements in Working Capital
(Increase) / Decrease in Provisions 13.76 6.90
(Increase) / Decrease in Trade and Other Receivables 272.80 (242.28)
(Increase) / Decrease in Inventories (208.35) 831.57
(Decrease) / Increase in Trade Payables (608.95) (1254.61)
(Decrease) / Increase in Other Financial Liabilities 71.38 (31.10)
(Decrease) / Increase in Other Current Liabilities (18.16) 8.72
(477.52) (680.80)
Cash Generated from Operations 856.71 66.92
Direct Taxes ( Paid ) / Refund. (329.66) (201.67)
Net Cash Flow from Operating Activities (A) 527.05 (134.75)
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (2.89) (2.26)
Purchase of Current Investments (3173.52) (1999.35)
Sale of Current Investments 0.00 4724.95
Dividend Income on Current Investment 0.00 79.82
Interest Income 143.37 51.02
Loans to Other Company/Firm 61.19 82.22
Net Cash Flow used in Investing Activities (B) (2971.85) 2936.40
C. CASH FLOW FROM FINANCIAL ACTIVITIES
Payment of Lease Liabilities (20.70) (16.87)
Interest (Paid) / Earn (16.02) (76.54)
LC Margin FD 1113.75 (1286.01)
LC Margin FD Interest Income 29.24 26.37
Net Cash Flow from Financing Activities (C) 1106.27 (1353.05)
Net Increase / (Decrease) in Cash and Cash Equivalents (A+B+C) (1338.53) 1448.60
Cash and Cash Equivalents at the beginning of the year 2013.73 565.13
Cash and Cash Equivalents at the end of the year (Refer Note No.10) 675.20 2013.73
The accompanying significant accounting policies and notes form an
Integral Part of the Financial Statements.
Notes :
1 The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Indian Accounting Standard
(IND AS 7) - "Statement of Cash Flows".
2 There are no reconciliation items in relation to financing activities for which disclosure is required as per Ind AS 7.
3 Refer note 25.2 for cash outflow on account of corporate social responsibility expenditure.
Company Secretary

Statement of Changes in Equity for the year ended 31St March, 2021
A Equity Share Capital
Particulars As at 31st March, 2021 As at 31st March, 2020
No. of Shares Rs. in Lakhs No. of Shares Rs. in Lakhs
Balance at the beginning of the year 222064440 2220.64 222064440 2220.64
Shares issued 0 0.00 0 0.00
Outstanding at the end of the year 222064440 2220.64 222064440 2220.64
B Other Equity
As at 31st March 2021 (Rs. in Lakhs)
Particulars Retained Other Total
Earnings Comprehensive
Income
Balance at the beginning of the reporting
period i.e. 1st April, 2020 10948.48 (687.08) 10261.40
Total Comprehensive Income for the year 1448.47 (129.03) 1319.44
Transfer to / (from) retained earnings (841.47) 841.47 0.00
Balance at the end of the reporting period
i.e. 31st March, 2021 11555.48 25.36 11580.84
As at 31st March 2020 (Rs. in Lakhs)

Particulars Retained Other Total
Earnings Comprehensive
Income
Balance at the beginning of the reporting
period i.e. 1st April, 2019 10168.16 (297.93) 9870.23
Total Comprehensive Income for the year 780.32 (389.15) 391.17
Transfer to / (from) retained earnings 0.00 0.00 0.00
Balance at the end of the reporting period
i.e. 31st March, 2020 10948.48 (687.08) 10261.40
Company Secretary

Notes annexed to and forming part of the Financial Statements
A. Corporate Information
Surat Textile Mills Limited (the ‘Company’) is domiciled in India. The Company’s registered office is at 6th Floor, Tulsi
Krupa Arcade, Puna-Kumbharia Road, Dumbhal, Surat-395010. The Company is listed on the Bombay Stock Exchange
(BSE). The Company is engaged in the business of manufacturing Polyester Chips and Partially Oriented Yarn (POY).
B. Summary of Significant Accounting Policies

B.1. Basis for Preparation of Financial Statements:
These financial statements have been prepared in accordance with the Indian Accounting Standards
(hereinafter referred to as the ‘Ind AS’) as notified by Ministry of Corporate Affairs pursuant to section 133
of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as
amended from time to time.
The financial statements have been prepared on a historical cost basis, except for certain financial assets
and liabilities that are measured at fair value at the end of each reporting period. Historical cost is generally
based on the fair value of the considerations given in exchange for goods and services. Fair value is the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date.
Items included in the Financial Statements of the Company are measured using the currency of the primary
economic environment in which the Company operates (‘functional currency’). The Financial Statements of the
Company are presented in Indian currency (Rs. ), which is also the functional and presentation currency of the
Company, and all values are rounded to the nearest Lakhs with two decimal, except when otherwise indicated.
The financial statements are approved for issue by the Company’s Board of Directors on 3rd June, 2021.
B.2. Key Sources of Estimation:
The preparation of financial statements in conformity with Ind AS requires that management of the Company
makes estimates and assumptions that affect the reported amounts of income and expenses of the period, the
reported balances of assets and liabilities and the disclosures relating to contingent liabilities as on the date of
the financial statements. Examples of such estimates include:
(i) The useful lives and Residual value of Property, Plant and Equipment
(ii) Income Tax Assets / Liabilities
(iii) Allowance for Expected Credit Loss of Financial Assets
(iv) Future Obligations in Respect of Retirement Benefit Plans
(v) Differences, if any, between the actual results and estimates are recognised in the period in which the
results are known
(vi) Fair value of Investments
Critical Accounting Judgements and Key Sources of Estimation Uncertainty
In the application of the Company’s accounting policies, which are described above, the Management of the
Company are required to make judgements, estimates and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based
on historical experience and other factors that are considered to be relevant. Actual results may differ from these
estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in
the period of the revision and future periods if the revision affects both current and future periods.

Notes annexed to and forming part of the Financial Statements (Contd.)
(i) Impairment of Property, Plant and Equipment:
Determining whether property, plant and equipment is impaired requires an estimation of the value in
use of the cash-generating unit. The value in use calculation requires to estimate the future cash flows
expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present
value. When the actual future cash flows are less than expected, a material impairment loss may arise.
(ii) Useful Lives and Residual Value of Property, Plant and Equipment:
The Company reviews the estimated useful lives of property, plant and equipment at the end of each reporting
period. During the current year, there are no major changes required to the useful lives of assets.
(iii) Provision for Litigations and Contingencies:
The provision for litigations and contingencies are determined based on evaluation made by the management
of the present obligation arising from past events the settlement of which is expected to result in outflow of
resources embodying economic benefits, which involves judgements around estimating the ultimate outcome
of such past events and measurement of the obligation amount. Due to the judgements involved in such
estimations the provisions are sensitive to the actual outcome in future periods.
(iv) Allowance for Expected Credit Losses :
The expected credit allowance is based on the ageing of the days receivables which are past due and the
rates derived based on past history of defaults in the provision matrix.
(v) Income Tax:
Significant judgements are involved in determining the provision for income taxes, including amount
expected to be paid/recovered for uncertain tax positions
(vi) Leases:
The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116.
Identification of a lease requires significant judgement. The Company uses judgement in assessing whether
a contract (or part of contract) include a lease, the lease term (including anticipated renewals), the applicable
discount rate, variable lease payments whether are in-substance fixed. The judgement involves assessment
of whether the asset included in the contract is a fully or partly identified asset based on the facts and
circumstances, whether the contract include a lease and non-lease component and if so, separation thereof for
the purpose of recognition and measurement, determination of lease term basis, inter alia the non-cancellable
period of lease and whether the lessee intends to opt for continuing with the use of the asset upon the expiry
thereof, and whether the lease payments are fixed are variable or a combination of both.
B.3. Current versus Non-current Classification
Assets and liabilities are classified as Current or Non-Current as per the provisions of the Schedule III notified
under the Companies Act, and the Company’s normal operating cycle.
An asset is treated as current when it is:
(i) Expected to be realised or intended to be sold or consumed in normal operating cycle;
(ii) Held primarily for the purpose of trading;
(iii) Expected to be realised within twelve months after the reporting period, or
(iv) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least
twelve months after the reporting period.
All other assets are classified as non-current.

A liability is current when:
(i) It is expected to be settled in normal operating cycle;
(ii) It is held primarily for the purpose of trading;
(iii) It is due to be settled within twelve months after the reporting period, or
(iv) There is no unconditional right to defer the settlement of the liability for at least twelve months after the
reporting period
All other liabilities are classified as non-current.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and
cash equivalents. Based on the nature of business and its activities, the Company has ascertained its operating
cycle as twelve months for the purpose of Current & Non-Current classification of assets and liabilities.
B.4. Property, Plant and Equipments and Other Intangible Assets:
Property, plant and equipment held for use in production or supply of goods or services or for administrative
purposes are stated at cost less accumulated depreciation less accumulated impairment, if any. The cost of fixed
assets comprises its purchase price net of any trade discounts and rebates, any import duties and other taxes
(other than those subsequently recoverable from the tax authorities), any directly attributable expenditure on
making the asset ready for its intended use, and interest on borrowings attributable to acquisition of qualifying
fixed assets up to the date the asset is ready for its intended use.
Capital work-in-progress for production, supply of administrative purposes is carried at cost less accumulated
impairment loss, if any, until construction and installation are complete and the asset is ready for its intended use.
Depreciation Methods, Estimated Useful Lives and Residual Value
Depreciation is recognized (other than on capital work-in-progress) on a straight line method over the estimated
useful lives of assets. Depreciation on assets acquired/ purchased, sold/discarded during the year is provided
on a pro-rata basis from the date of each addition till the date of sale/retirement. The estimated useful lives of
assets are stated below:
Sr. Category of Assets Useful Life*

No. (in Years)
1 Buildings:
(i) Factory Buildings 30
(ii) Other Buildings 60
(iii) Fences,Wells,Tube wells 5
2 Plant and Machinery:
(i) Continuous Process Plants 25
(ii) Other 8 to 10
3 Furniture and Fixtures 10
4 Vehicles 8 to 10
5 Office Equipments 5
6 Electrical installations and Equipments 10
7 Computer Equipments 3 to 6
8 Property, plant and equipment individually costing Rs. 10,000 or less 1
*Estimated Useful life of assets consistent with the useful life specified in the Schedule II of the Companies Act,
2013.

The economic useful lives of assets is assessed based on a technical evaluation, taking into account the nature
of assets, the estimated usage of assets, the operating conditions of the assets, past history of replacement,
anticipated technological changes, maintenance history, etc. The estimated useful life is reviewed at the end of
each reporting period, with effect of any change in estimate being accounted for on a prospective basis.
Where the cost of part of the asset is significant to the total cost of the assets and the useful life of that part
is different from the useful of the remaining asset, useful life of that significant part is determined separately.
Depreciation of such significant part, if any, is based on the useful life of that part.
Freehold land is not depreciated.
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits
are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement
of an item of property, plant and equipment, determined as the difference between the sales proceeds and the
carrying amount of the asset, is recognized in the Statement of Profit and Loss.
Leases:
The Company, as a lessee, recognises a right-of-use asset and a lease liability for its leasing arrangements, if the
contract conveys the right to control the use of an identified asset.
The contract conveys the right to control the use of an identified asset, if it involves the use of an identified asset
and the Company has substantially all of the economic benefits from use of the asset and has right to direct
the use of the identified asset. The cost of the right-of-use asset shall comprise of the amount of the initial
measurement of the lease liability adjusted for any lease payments made at or before the commencement
date plus any initial direct costs incurred. The right-of-use assets is subsequently measured at cost less any
accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the
lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement
date over the shorter of lease term or useful life of right-of-use asset.
The Company measures the lease liability at the present value of the lease payments that are not paid at the
commencement date of the lease. The lease payments are discounted using the interest rate implicit in the
lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses
incremental borrowing rate. For short-term and low value leases, the Company recognises the lease payments
as an operating expense on a straight-line basis over the lease term.
B.5. Impairment of Tangible Assets:
At the end of each reporting period, the Company reviews the carrying amounts of tangible assets to determine
whether there is any indication that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment
loss, if any. When it is not possible to estimate the recoverable amount of individual asset, the Company
estimates the recoverable amount of the cash generating unit to which an individual asset belongs. When a
reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual
cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which
a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing, value in
use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessment of the time value of money and the risks specific to the asset for which the
estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount,
the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment
loss is recognized immediately in the Statement of Profit and Loss.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit)
is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does
not exceed the carrying amount that would have determined had no impairment loss been recognized for the
asset (or cash-generating unit) in prior years. The reversal of an impairment loss is recognized immediately in
the Statement of Profit and Loss.
B.6. Inventories:
Inventories are valued at the lower of cost and net realisable value. Costs incurred in bringing each product to
its present location and condition is accounted for as follows:
Raw materials, stores and spare parts and traded goods: cost includes cost of purchase and other costs
incurred in bringing the inventories to their present location and condition. Cost is determined on weighted
average basis.
Finished goods and work in progress: cost includes cost of direct materials and labour and a proportion of
manufacturing overheads based on the normal operating capacity, but excluding borrowing costs. Cost is
determined on weighted average basis.
Net realisable value represents the estimated selling price for inventories less all estimated cost of completion
and costs necessary to make the sale.
B.7. Revenue Recognition:
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as
revenue are inclusive of excise duty and net of returns, trade allowances, rebates, value added taxes, goods
and service tax and amounts collected on behalf of third parties. Revenue from sale of goods is recognised
when the substantial risks and rewards of ownership are transferred to the buyer which generally coincides
with dispatch of goods from factory/stock points.
Interest Income from a financial asset is recognized when it is probable that the economic benefits will flow to
the company and the amount of income can be measured reliably. Interest income is accrued on a time basis,
by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial asset's net carrying
amount on initial recognition.
Eligible export incentives are recognised in the year in which the conditions precedent is met and there is
significant certainty about the collectability.
Revenue in respect of other income is recognised to the extent that the Company is reasonably certain of its
ultimate realisation.
B.8. Foreign Currencies:
The financial statements are presented in Indian rupees, which is the functional currency of the Company.
Transactions in currencies other than the Company's functional currency are recognized at the exchange
rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies
are translated into the functional currency at the closing exchange rate prevailing as at the reporting date.
Non-monetary assets and liabilities denominated in a foreign currency are translated using the exchange rate
prevailing at the date of initial recognition (in case measured at historical cost) or at the rate prevailing at the
date when the fair value is determined (in case measured at fair value).
Foreign exchange differences are recognized in profit or loss in the period in which they arise except for
exchange difference on foreign currency borrowings relating to assets under construction for future productive

use, which are included in the cost of those assets when they are regarded as an adjustment to interest cost on
those foreign currency borrowings.
B.9. Employee Benefits:
Short-term Employee Benefits
A liability is recognized for benefits accruing to employees in respect of wages and salaries in the period the
related service is rendered at the undiscounted amount of the benefit that is expected to be paid in exchange
for that service.
Other Long-term Employee Benefits
The liability for earned leave is not expected to be settled wholly within twelve months after the end of the
period in which the employees render the related service. They are therefore measured as the present value
of expected future payments to be made in respect of services provided by employees up to the end of the
reporting period using the projected unit credit method with actuarial valuations being carried out at each
balance sheet date. The benefits are discounted using the market yields at the end of the reporting period that
have terms approximating to the terms of the related obligation. Remeasurements as a result of experience
adjustments and changes in actuarial assumptions are recognized in other comprehensive income.
Post-Employment Benefits
(i) Defined Contribution Plans:
Payments to defined contribution retirement benefit plans are recognized as expenses when the
employees have rendered the service entitling them to the contribution.
Provident Fund: The employees of the Company are entitled to receive benefits in respect of provident
fund, a defined contribution plan, in which both employees and the Company make monthly contributions
at a specified percentage of the covered employees’ basic salary (currently 12% of employees’ basic
salary). The contributions as specified under the law are made to the provident fund and pension fund
administered by the Regional Provident Fund Commissioner. The Company recognizes such contributions
as an expense when incurred.
(ii) Defined Benefit Plans:
For defined benefit retirement plans, the cost of providing benefits is determined using the projected unit
credit method, with actuarial valuations being carried out at the end of each annual reporting period. Re-
measurements, comprising actuarial gains and losses, the effect of changes to asset ceiling (if applicable)
and the return on plan assets (excluding net interest), is recognized in other comprehensive income in the
period in which they occur. Re-measurements recognized in other comprehensive income are reflected
immediately in retained earnings and is not reclassified to profit or loss. Past service cost is recognized in
the Statement of Profit or Loss in the period of plan amendment.
Defined benefit costs comprising service cost (including current and past service cost and gains and losses
on curtailments and settlements) and net interest expense or income is recognized in profit and loss.
The defined benefit obligation recognized in the balance sheet represents the actual deficit or surplus in
the Company's defined benefit plans. Any surplus resulting from this calculation is limited to the present
value of any economic benefits available in the form of refunds from the plans or reductions in future
contributions to the plans.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an
unconditional right to defer settlement for at least twelve months after the reporting period, regardless
of when the actual settlement is expected to occur.

Gratuity: The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible
employees. The plan provides for a lump sum payment to vested employees at retirement, death while in
employment or on termination of employment of an amount equivalent to 15/26 days salary payable for each
completed year of service. Vesting occurs upon completion of five years of service. The Company accounts for
the liability for gratuity benefits payable in future based on an independent actuarial valuation carried out at
each balance sheet date using the projected unit credit method and the same is unfunded.
(iii) Termination Benefits:
Termination benefits such as compensation under employee separation schemes are recognised as
expense in the period in which they are incurred.
B.10. Borrowing Costs:
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which
are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are
added to the cost of those assets, until such time as the assets are substantially ready for their intended use or
sale. Interest income earned on the temporary investment of specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing cost eligible for capitalization. All other borrowing costs are
recognized in profit or loss in the period in which they are incurred.
B.11. Taxation:
Income tax expense represents the sum of tax currently payable and deferred tax.
Current tax
The tax currently payable is based on the taxable profit for the year. Taxable profit differs from profit before
tax as reported in the statement of profit or loss because of items of income or expense that are taxable or
deductible in other years and items that are never taxable or deductible. The current tax is calculated using the
tax rates that have been enacted or substantially enacted by the end of the reporting period.
Advance taxes and provisions for current income taxes are presented in the balance sheet after offsetting
advance tax paid and income tax provision arising in the same tax jurisdiction and where the relevant tax
paying units intends to settle the asset and liability on net basis.
Minimum Alternative Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing
evidence that the Company will pay normal income tax during the specified period. In the year in which the
MAT credit becomes eligible to be recognised as an asset in accordance with the recommendations contained
in Guidance Note issued by the Institute of Chartered Accountants of India, the said asset is created by way
of a credit to the statement of profit and loss. The Company reviews the same at each balance sheet date
and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing
evidence to the effect that Company will pay normal income tax during the specified period.
Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in
the financial statements and the corresponding tax bases used in the computation of taxable profits. Deferred
tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally
recognized for all deductible temporary differences to the extent that it is probable that taxable profits will
be available against which those deductible temporary differences can be utilized. Such deferred tax assets
and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in
a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the
accounting profit. In addition, deferred tax liabilities are not recognized if the temporary difference arises from
the initial recognition of goodwill.

The carrying amount of deferred tax asset is reviewed at the end of each reporting period and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset
to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in
which the liability is settled or the asset is realized, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from
the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying
amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation
authority and the relevant entity intends to settle its current tax assets and liabilities on a net basis.
Current tax and Deferred tax for the year
Current and deferred tax are recognized in the Statement of Profit or Loss, except when they relate to items that
are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax
are also recognized in other comprehensive income or directly in equity respectively.
B.12. Provisions and Contingent Liabilities:
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of past
event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be
made of the amount of the obligation.
The amount recognized as provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the
obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its
carrying amount is the present value of those cash flows (when the effect of time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a
third party, a receivable is recognized as an asset it is virtually certain that reimbursement will be received and
the amount of the receivable can be measured reliably.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that
reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the
provision due to the passage of time is recognized as a finance cost.
Contingent Liabilities are disclosed when there is a possible obligation arising from past events, the existence
of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events
not wholly within the control of the Company or a present obligation that arises from past events where it is
either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate
of the amount cannot be made.
B.13. Financial Instruments:
Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions
of the instruments and are initially measured at fair value. Transaction costs that are directly attributable to the
acquisition or issue of financial assets and liabilities (other than financial assets and financial liabilities at fair
value through profit or loss) are added to or deducted from the fair value of the financial assets or liabilities
on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognised immediately in profit and loss.

(A) Financial Assets
a) Initial Recognition and Measurement
All financial assets and liabilities are initially recognized at fair value. Transaction costs that are
directly attributable to the acquisition or issue of financial assets and financial liabilities, which are
not at fair value through profit or loss, are adjusted to the fair value on initial recognition. Purchase
and sale of financial assets are recognised using trade date accounting.
b) Subsequent Measurement
(i) Financial Assets Carried at Amortised Cost (AC)
A financial asset is measured at amortised cost if it is held within a business model whose
objective is to hold the asset in order to collect contractual cash flows and the contractual
terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
(ii) Financial Assets at Fair Value through Other Comprehensive Income (FVTOCI)
A financial asset is measured at FVTOCI if it is held within a business model whose objective
is achieved by both collecting contractual cash flows and selling financial assets and the
contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
(iii) Financial Assets at Fair Value through Profit or Loss (FVTPL)
A financial asset which is not classified in any of the above categories are measured at FVTPL.
(iv) Investment in Subsidiaries, Associates and Joint Ventures
The Company has accounted for its investments in subsidiaries, associates and joint venture at
cost.
c) Other Equity Investments
All other equity investments are measured at fair value, with value changes recognised in Statement
of Profit and Loss, except for those equity investments for which the Company has elected to present
the value changes in ‘Other Comprehensive Income’.
d) Impairment of Financial Assets
In accordance with Ind AS 109, the Company uses ‘Expected Credit Loss’ (ECL) model, for evaluating
impairment of financial assets other than those measured at fair value through profit and loss
(FVTPL).
Expected credit losses are measured through a loss allowance at an amount equal to:
* The 12-months expected credit losses (expected credit losses that result from those default
events on the financial instrument that are possible within 12 months after the reporting date);
OR
* Full lifetime expected credit losses (expected credit losses that result from all possible default
events over the life of the financial instrument).
For trade receivables Company applies ‘simplified approach’ which requires expected lifetime losses
to be recognised from initial recognition of the receivables. The Company uses historical default rates
to determine impairment loss on the portfolio of trade receivables. At every reporting date these
historical default rates are reviewed and changes in the forward booking estimates are analysed.

For other assets, the Company uses 12 month ECL to provide for impairment loss where there is no
significant increase in credit risk. If there is significant increase in credit risk full lifetime ECL is used.
e) Derecognition of Financial Assets
The Company derecognises a financial asset when the contractual rights to the cash flows from the
financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition
under Ind AS 109 – Financial Instruments.
For financial assets that are measured at FVTOCI, income by way of interest and dividend, provision
for impairment and exchange difference, if any, (on debt instrument) are recognised in Profit or Loss
and changes in fair value (other than on account of above income or expense) are recognised in
Other Comprehensive Income and accumulated in Other equity. On disposal of debt instruments at
FVTOCI, the cumulative gain or loss previously accumulated in Other equity is reclassified to Profit
and Loss. In case of equity instruments at FVTOCI, such cumulative gain or loss is not reclassified to
Profit and Loss on disposal of investments
(B) Financial Liabilities
a) Initial Recognition and Measurement
All financial liabilities are recognized at fair value and in case of loans, net of directly attributable
cost. Fees of recurring nature are directly recognised in the Statement of Profit and Loss as finance
cost.
b) Subsequent Measurement
Financial liabilities are carried at amortized cost using the effective interest method. For trade
and other payables maturing within one year from the balance sheet date, the carrying amounts
approximate fair value due to the short maturity of these instruments.
c) De-Recognition
Financial liabilities are derecognized when, and only when, the obligations are discharged, cancelled
or have expired. An exchange with a lender of a debt instruments with substantially different terms
is accounted for as an extinguishment of the original financial liability and recognition of a new
financial liability. Similarly, a substantial modification of the terms of an existing financial liability is
accounted for as an extinguishment of the original financial liability and the recognition of a new
financial liability. The difference between the carrying amount of a financial liability derecognized
and the consideration paid or payable is recognized in the Statement of Profit and Loss.
d) Foreign Exchange Gains and Losses
Financial liabilities denominated in a foreign currency and are measured at amortized cost at the
end of each reporting period, the foreign exchange gains and losses are determined based on the
amortized cost of the instruments and are recognized in the Statement of Profit and Loss.
The fair value of financial liabilities denominated in a foreign currency is determined in that foreign
currency and translated at the spot rate at the end of the reporting period. For financial liabilities
that are measured at fair value through profit or loss, the foreign exchange component forms part of
the fair value gains or losses and is recognized in the Statement of Profit and Loss.

B.14. Cash and Cash Equivalents:
Cash and cash equivalents comprise cash in hand and unencumbered, highly liquid bank and other balances
(with original maturity of three months or less) that are readily convertible into known amounts of cash and
which are subject to insignificant risk of changes in value
B.15. Statement of Cash Flow:
Cash flow statement is prepared segregating the cash flows from operating, investing and financing activities.
Cash flow from operating activities is reported using indirect method, adjusting the net profits for the effects
of:
(i) Transactions of a non-cash nature.
(ii) Any deferrals or accruals of past or future operating cash receipts or payments.
(iii) Items of income or expense associated with investing or financing cash flows.
(iv) Cash and cash equivalents (including bank balances) shown in the Statement of Cash Flows exclude items
which are not available for general use as on the date of Balance Sheet.
B.16. Events after Reporting Date:
Where events occurring after the Balance Sheet date provide evidence of conditions that existed at the end of
the reporting period, the impact of such events is adjusted within the financial statements. Otherwise, events
after the Balance Sheet date only of material size or nature are disclosed.
B.17. Earnings per Share:
The Company reports basic and diluted earnings per share (EPS) in accordance with Indian Accounting Standard
33 "Earnings per Share". Basic EPS is computed by dividing the net profit or loss attributable to ordinary equity
holders of the parent entity by the weighted average number of equity shares outstanding during the period.
Diluted EPS is computed by dividing the net profit or loss attributable to ordinary equity holders of the parent
entity by weighted average number of equity shares outstanding during the year as adjusted for the effects of
the effects of all dilutive potential ordinary shares dilutive potential equity shares (except where the results are
anti-dilutive).

Note 1 : Property, Plants & Equipments

(Rs. in Lakhs)
Description Tangible Assets: Right to GRAND
Freehold Buildings Plant & Furniture Electrical Motor Office Computers & TOTAL Use Asset: TOTAL
Land Machinery & Fittings Installations & Vehicles Equipments Data Processing Buildings
Equipments Units
GROSS BLOCK
Balance as at 31st March 2019 72.60 306.78 143.08 5.93 9.05 61.51 49.38 3.63 651.96 0.00 651.96
Additions 0.00 0.00 0.00 0.47 0.00 0.00 0.00 1.79 2.26 104.82 107.08
Retirements/(Deductions) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Additions 0.00 0.00 0.00 0.93 0.00 0.00 0.00 1.95 2.88 0.00 2.88
ACCUMULATED DEPRECIATION
Additions 0.00 11.66 0.50 0.62 0.00 7.88 2.19 0.67 23.52 22.87 46.39
Additions 0.00 11.66 0.50 0.64 0.00 0.00 2.19 0.90 15.89 22.87 38.76
NET BLOCK
Note:
(i) Estimated Amount of Contract Remaining to be Executed on Capital Account is Rs.NIL (Previous Year Rs.NIL)
(ii) Short term leases and leases for low value assets are continued to be accounted for as rent expense.
(iii) Total cash outflow for lease arrangements during the year is Rs 32.77 Lakhs (Including GST).

(Rs. in Lakhs)
As at As at
Note: 2 Investment Properties
Shopping Complex Kamla Estate 19.84 19.84
Land at Varachha 905.46 905.46
Land at Vareli 88.40 88.40
Total 1013.70 1013.70
(Rs. in Lakhs)
As at As at
Note: 3 Investments
Non-Current Investment
Quoted
Fair Value through Other Comprehensive Income
In Equity Shares of Group Company
Garden Silk Mills Ltd., FV Rs.10 fully paid up equity share #
Nil (31 March 2020 : 480878) 0.00 25.25
Amortised Cost
Investment in Government Bond
SBI Bank - 8.75% Perpetual Bond, FV Rs.10,00,000 each
50 (31 March 2020 : 50) 508.78 510.94
UP Power Corporation Ltd - 9.75% Taxable Bond, FV Rs.10,00,000 each
60 (31 March 2020 : Nil) 587.74 0.00
Bank of Baroda - 8.25% Perpetual Bond, FV Rs.10,00,000 each
50 (31 March 2020 : Nil) 500.78 0.00
1597.30 536.19
Unquoted
Fair Value through Other Comprehensive Income
Investment in Partnership Firm
M/s. Isha Enterprise * 15.02 701.90
Less: Provision for Diminution Value of Investment 0.00 (590.24)
15.02 111.66
Total Non-Current Investments 1612.32 647.85
# Pursuant to the order dated 01/01/2021, Hon’ble National Company Law Tribunal (NCLT) Ahmedabad Bench 1 approved the
Resolution Plan submitted by the financial creditor of Garden Silk Mills Limited. As an integral part of the Resolution Plan, the
entire Issued, Subscribed and Paid-up Equity Share Capital of Garden Silk Mills Limited stands extinguished with immediate effect
without any exit offer / outgo / payment. Accordingly the investment of 480878 Equity Shares of Rs.10 each fully paid up held
by the Company in Garden Silk Mills Limited stands extinguished. GSML had as part of compliance, filed applicable Form INC-28
i.e. Notice of order of the tribunal, for capital reduction pursuant to Resolution Plan. The said filing was approved by the Ministry
of Corporate Affairs (MCA) on 26th February, 2021. Accordingly, the necessary accounting entries for loss on derecognition of
investment by extinguishment of Equity shares of GSML have been passed in books of accounts based on the above documents.
* Isha Enterprise also had investment in equity shares of Garden Silk Mills Limited.

(Rs. in Lakhs)
As at As at
Current Investment
Fair Value through Profit and Loss
Investment in Mutual Funds
ABSL Corporate Bond Fund - Growth-Direct Plan- of Rs 10/- each
987449.693 (31 March 2020 : 803966.148) 856.44 634.20
ABSL Income Fund - Growth-Direct Plan- of Rs 10/- each
503664.664 (31 March 2020 : Nil) 520.44 0.00
ICICI Prudential Banking & PSU Debt Fund - Direct Growth Plan- of
Rs 10/- each
1858280.674 (31 March 2020 : 1858280.674) 476.03 439.37
ICICI Prudential Savings Fund - Direct Growth Plan- of Rs 10/- each
107242.372 (31 March 2020 : 107242.372) 450.08 418.64
IDFC Banking & PSU Debt Fund Direct Plan - Growth- of Rs 10/- each
2471744.866 (31 March 2020 : 2471744.866) 482.99 444.03
IDFC Ultra Short Term Fund Direct Plan - Growth- of Rs 10/- each
3543643.105 (31 March 2020 : 3543643.105) 424.21 404.20
Kotak Banking & PSU Debt Fund Direct Plan - Growth- of Rs 10/- each
1518147.211 (31 March 2020 : Nil) 782.20 0.00
Nippon India Corporate Bond Fund - Growth-Direct Plan- of Rs 10/- each
857459.523 (31 March 2020 : Nil) 402.07 0.00
Nippon India Short Term Fund - Direct Growth Plan- of Rs 10/- each
2162636.242 (31 March 2020 : 1969305.869) 931.06 778.64
Reliance Mutual Fund CPSE ETF (RGESS) Growth- of Rs 10/- each
800000.000 (31 March 2020 : Nil) 180.89 0.00
Total Current Investments 5506.41 3119.08
Total Investments 7118.73 3766.93
(Rs. in Lakhs)
As at As at
Note: 4 Loans and Advances
Current
Unsecured, Considered Good
Deposits - Receivable* 85.00 135.00
Less: Provision for ECL on ICDs/Loans (43.41) (32.22)
41.59 102.78
Income Receivables 74.69 44.93
Total 116.28 147.71
* The Company has used a practical expedient by computing the expected credit loss allowance for Deposit Receivables
based on the provision matrix. The expected credit loss allowance is based on the ageing of the days the receivables are
due and the rates as per the provision matrix.

(Rs. in Lakhs)
As at As at
Note: 5 Non-Current Tax Assets
Advance Income Tax (Net of Provision) 163.21 28.09
Deferred tax Assets 0.00 0.00
Total 163.21 28.09
(Rs. in Lakhs)
As at As at
Note: 6 Other Assets
Non-Current
Deposits - Receivable Long term 12.46 12.46
Paintings & Artefacts 2883.52 2883.52
2895.98 2895.98
Current
Advance to Suppliers 327.42 461.76
Income Receivables 42.64 98.38
Prepaid Expenses 19.11 9.24
Balances with Statutory Authorities 56.74 28.29
445.91 597.67
Total 3341.89 3493.65
(Rs. in Lakhs)
As at As at
Note: 7 Taxes on Income
The Major Components of Income Tax Expense for the year ended March
2021 and March 2020 are:
(i) Statement of Profit and Loss
Current Tax 194.55 166.09
Deferred Tax 98.03 129.43
Short/(Excess) Provision of tax for earlier years 0.00 2.87
Total Income Tax Expense 292.58 298.39
(ii) Other Comprehensive Income
Deferred Tax relating to Net Gain/(Loss) (8.80) (34.24)
on Re-measurement of Defined Benefit Plans
(iii) Reconciliation of Effective Tax Rate
Income before tax 1741.05 1078.71
Enacted Tax Rate in India (as per MAT) 21.55% 16.69%
Expected Tax Expense (C)=(A)*(B) 375.18 180.06

(Rs. in Lakhs)
As at As at
Tax Effect of :
Exempted Income 0.00 (13.32)
Expenses disallowed 0.34 0.27
Other Items (180.97) (0.92)
Current Tax Provision (A) 194.55 166.09
Incremental deferred Tax liability on account of depreciation on
property, Plant and
Equipment and Intangible Assets 32.17 50.85
Incremental deferred Tax liability / (Asset) on account of 65.86 78.58
financial asset and other items
Deferred Tax Provision (B) 98.03 129.43
Taxes in respect of earlier years (C ) 0.00 2.87
Tax Expense recognised in statement of profit and loss (A+B+C) 292.58 298.39
(Rs. in Lakhs)
Opening Balance Recognised in Recognised in Closing
as on 01/04/2020 P&L OCI Balance as on
31/03/2021
(iv) Movement of Deferred Tax
Tax effect of Items Constituting
Deferred Tax Liabilities:
Unrealised Gain on MF Investments 77.08 87.65 0.00 164.73
Total Deferred Tax Liabilities 77.08 87.65 0.00 164.73
Tax effect of Items Constituting
Deferred Tax Assets:
Carried Forward Losses (20.78) (11.39) 0.00 (32.17)
Employees Benefits 0.00 0.00 0.00 0.00
Revaluation of Investments 8.81 (0.01) (8.80) 0.00
Effect of 43B 6.39 0.31 0.00 6.70
Effect of Lease Asset 1.67 0.71 0.00 2.38
Total Deferred Tax Assets (3.91) (10.38) (8.80) (23.09)
Deferred Income Tax Assets/(Liabilities) (80.99) (98.03) (8.80) (187.82)
after Set Off

(Rs. in Lakhs)
As at As at
Note: 8 Inventories (at lower of cost and net realisable value)
Raw Materials 672.71 322.65
Raw Materials In Transit 0.00 0.00
672.71 322.65
Finished Goods (including Stock in trade) 114.23 113.28
Finished Goods in Transit 0.00 23.58
114.23 136.86
Stores, Spares, Chemicals & Consumables 173.66 292.75
173.66 292.75
Total 960.60 752.26
(Rs. in Lakhs)
As at As at
Note: 9 Trade Receivables
Unsecured, Considered Good* 188.78 350.77
Considered Doubtful 0.06 0.06
188.84 350.83
Less: Allowance for credit losses 0.00 0.00
Total 188.84 350.83
* Refer Note 32.2 for Amount due from Related Parties.

Trade Receivable ageing Schedule
(Rs. in Lakhs)
Particulars Outstanding for following periods from due Total
date of payment
Less than 6 6 months - 1 more than 1
months years years
(a) Undisputed Trade Receivable - Considered Good 188.78 0.00 0.00 188.78
(b) Undisputed Trade Receivable - Considered Doubtful 0.00 0.00 0.06 0.06
(c) Disputed Trade Receivable - Considered Good 0.00 0.00 0.00 0.00
(d) Disputed Trade Receivable - Considered Doubtful 0.00 0.00 0.00 0.00

(Rs. in Lakhs)
As at As at
Note: 10 Cash and Cash Equivalents
Cash on Hand 15.82 20.74
Balances with Banks in Current Accounts 653.51 992.99
Fixed Deposits with Banks (maturity in less than 3 months) 5.87 1000.00
Total 675.20 2013.73
Other Bank Balances
Fixed Deposits with Banks (maturity in 3 to 12 months) 0.00 18.96
Margin Money with Banks 191.23 1286.01
Total 191.23 1304.97
(Rs. in Lakhs)
As at As at
Note: 11 Equity Share Capital
Authorised Share Capital
75,00,00,000 (75,00,00,000) Equity Shares of Rs.1/- each 7500.00 7500.00
Total 7500.00 7500.00
Issued, Subscribed and Paid up *
22,20,64,440 (22,20,64,440) Equity Shares of Rs. 1/- each fully paid up 2220.64 2220.64
Total 2220.64 2220.64
* No Changes during the year and immediately Preceding Previous year.

11.01 The Details of Shareholders holding more than 5% of Paid-up Equity Share Capital as on Year End.
Name of the Shareholder As at 31st March, 2021 As at 31st March, 2020

No. of Shares % held No. of Shares % held
Vareli Trading Company Ltd. 77580026 34.94% 77580026 34.94%
Mr. Praful A. Shah (Individual) 27830471 12.53% 27830471 12.53%
Garden Silk Mills Limited (refer note 37) 14500000 6.53% 14500000 6.53%
11.02 For the period of five years immediately preceding the date as at which the balance sheet is prepared, no shares
are
i) Allotted as fully paid up pursuant to contracts without payment being received in cash.
ii) Allotted as fully paid shares by way of bonus shares.
iii) Bought back.

(Rs. in Lakhs)
As at As at
Note: 12 Other Equity
Retained Earnings
Balance as per last Balance Sheet 10948.48 10168.16
Add: Profit/(Loss) for the Year 1448.47 780.32
Add: Transfer from Other Comprehensive Income (841.47) 0.00
11555.48 10948.48
Other Comprehensive Income
Balance as per last Balance Sheet (687.08) (297.93)
Less: OCI for the year (129.03) (389.15)
Less: Transfer to retained earnings 841.47 0.00
25.36 (687.08)
Total 11580.84 10261.40
Nature and Purpose of Reserves

Retained Earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to general
reserve, dividends or other distributions paid to shareholders.
Items of Other Comprehensive Income
i) Remeasurements of Net Defined Benefit Plans: Differences between the interest income on plan assets and the
return actually achieved, and any changes in the liabilities over the year due to changes in actuarial assumptions or
experience adjustments within the plans, are recognised in ‘Other comprehensive income’ and subsequently not
reclassified to the Statement of Profit and Loss.
ii) Equity Instruments through Other Comprehensive Income: The fair value change of the equity instruments
measured at fair value through other comprehensive income is recognised in Equity instruments through Other
Comprehensive Income. Upon de-recognition, the cumulative fair value changes on the said instruments will not be
reclassified to the Statement of Profit and Loss. Based on this on derecoginition by way of extinguishment of equity
shares of GSML has not been reclassified to P&L A/c and cummulative impact given to OCI reserve in previous years
has been transfer to accumulated surplus.
(Rs. in Lakhs)
As at As at
Note: 13 Provisions
Long-Term
Provisions for Employee Benefits 72.40 59.83
Short-Term
Provisions for Employee Benefits 5.53 6.00
Total 77.93 65.83

(Rs. in Lakhs)
As at As at
Note: 14 Non-Current Tax Liabilities
Deferred Tax Liabilities (net) 187.82 80.99
Total 187.82 80.99
(Rs. in Lakhs)
As at As at
Note: 15 Trade Payables
a) Provisions for Employee Benefits Acceptances 0.00 167.59
b) Payable to Others
i) Payable to Micro and Small Enterprises * 0.09 1.39
ii) Others including Creditors for Expenses # 51.87 491.90
Total 51.96 660.88
*Information in Respect of Micro, Small and Medium Enterprises as at 31st March, 2021 as disclosure requirement
under MSMED act, 2006 are applicable.
# Refer Note 32.2 for Amount payable to Related Parties.
(Rs. in Lakhs)
Particulars As at As at
(a) Principal Amount Due 0.09 1.39
(b) Interest on Principal Amount Due Nil Nil
(c) Interest and Principal Amount paid beyond appointment day Nil Nil
(d) The Amount of Interest Due and Payable for the period of delay in Nil Nil
making payment (which have been paid but beyond the appointed
date during the year) but without adding the amount of interest
specified under MSMED Act.
(e) The Amount of Interest accrued and remaining unpaid at the end of Nil Nil
the year
(f) The Amount of further Interest remaining due and payable even Nil Nil
in the succeeding years, until such date when the interest dues as
above are actually paid to the Small Enterprise, for the purpose
of disallowance as a deductible expenditure under Section 23 of
MSMED Act.

Trade Payables ageing Schedule
(Rs. in Lakhs)
Particulars Outstanding for following periods from due date of payment
Less than 1 year 1-2 years 2-3 years Total
(a) MSME 0.09 0.00 0.00 0.09
(b) Others 48.37 0.00 3.50 51.87
(c) Disputed Dues - MSME 0.00 0.00 0.00 0.00
(d) Disputed Dues - Others 0.00 0.00 0.00 0.00
(Rs. in Lakhs)
As at As at
Note: 16 Other Financial Liabilities
Non Current
Lease Liabilities - Building 44.61 67.25
Total 44.61 67.25
Current
Payable - Employees Benefit Expenses 30.09 17.17
Payable - Expenses 105.62 47.19
Lease Liabilities - Building 22.64 20.70
Deposits - Payable 0.50 0.50
Total 158.85 85.56
(Rs. in Lakhs)
As at As at
Note: 17 Other Current Liabilities
Goods and Services Tax 1.06 7.06
Advances from Customers 0.30 13.16
Payable - Expenses 2.19 2.55
Payable - TDS 6.17 5.12
Total 9.72 27.89

(Rs. in Lakhs)
2020-21 2019-20
Note: 18 Revenue from Operations
Sale of Products 13057.30 17935.46
Other Operating Revenue 57.12 92.04
Total 13114.42 18027.50
(Rs. in Lakhs)
2020-21 2019-20
18.1 Particulars of Sale of Products
Chips 13057.30 17935.46
POY 0.00 0.00
13057.30 17935.46
18.2 Other Operating Revenue
Scrap/Waste & Others 52.04 91.08
Export Benefit-Duty Drawback 1.35 0.00
Export Benefit-MEIS 3.73 0.96
57.12 92.04
Total 13114.42 18027.50
18.3 Reconciliation of Revenue from Sale of Product with Contracted Price

(Rs. in Lakhs)
Particulars 2020-21 2019-20
Contracted Price 13109.34 18155.50
Add: Export Benefits 5.08 0.96
Less: Rate Difference, etc. 0.00 128.96
Total 13114.42 18027.50
(Rs. in Lakhs)
Note: 19 Other Income
Interest Income
Bank Deposits 40.90 46.02
Investments in Bonds 119.62 6.94
Others 12.09 43.39
Dividend Income
on Current Investments 0.00 79.82
Other Non-Operating Income
Unrealised gain on Current Investments (FVTPL) 300.55 250.03
Profit on Sale of Current Investments 0.00 32.48
Credit Balances Write Back 0.00 1.63
Miscellaneous Receipts 0.03 0.48
Total 473.19 460.79

(Rs. in Lakhs)
2020-21 2019-20
Note: 20 Cost of Materials Consumed
Opening Stock of Raw Material 322.65 1042.33
Add: Purchases During the Year 9498.77 13316.67
9821.42 14359.00
Less: Closing Stock of Raw Material 672.71 322.65
Total 9148.71 14036.35
(Rs. in Lakhs)
2020-21 2019-20
20.1 Value of Imports on CIF Basis in Respect of
Stores, Spares, Chemicals & Consumables 15.10 1172.64
Total 15.10 1172.64
(Rs. in Lakhs)
2020-21 2019-20
Note: 21 Changes in Inventories of Finished Goods,
Work-in-Progress and Stock-in-Trade
Opening Stock
Finished Goods and Stock-in-trade 136.86 172.76
Work-in-Progress 0.00 0.00
136.86 172.76
Less: Closing Stock
Finished Goods and Stock-in-trade 114.23 136.86
Work-in-Progress 0.00 0.00
114.23 136.86
Total 22.63 35.90
(Rs. in Lakhs)
2020-21 2019-20
Note: 22 Employee Benefits Expense
Salaries and Wages 219.38 196.39
Contribution to Provident and Other Funds 12.08 10.64
Gratuity 8.00 6.60
Staff Welfare Expenses 5.17 2.71
Total 244.63 216.34
(a) Defined Contribution Plan:

The Company has Recognized Rs.4.93 Lakhs for Provident Fund contribution in the Statement of Profit and Loss for
the year ended March 31, 2021 (Previous Year Rs.3.40 Lakhs)
(b) Defined Benefit Plan:
The present value of obligation is determined based on actuarial valuation.

As per Ind AS 19 “Employee benefits”, the disclosures as defined in the Accounting Standards are given below:
Annexure 1 : Funded status of the plan (Rs. in Lakhs)

Particulars Gratuity Leave Benefits
31/03/2021 31/03/2020 31/03/2021 31/03/2020
(12 months) (12 months) (12 months) (12 months)
Present value of unfunded obligations 54.24 52.12 23.70 13.70
Present value of funded obligations 0.00 0.00 0.00 0.00
Fair value of plan assets 0.00 0.00 0.00 0.00
Net Liability (Asset) 54.24 52.12 23.70 13.70
Bifurcation of liability as per schedule III (Rs. in Lakhs)

31/03/2021 31/03/2020 31/03/2021 31/03/2020
Current Liability* 4.65 5.28 0.88 0.72
Non-Current Liability 49.59 46.85 22.81 12.98
Net Liability 54.24 52.13 23.69 13.70
* The current liability is calculated as expected benefits for the next 12 months.
Annexure 2 : Profit and Loss account for the current period (Rs. in Lakhs)
31/03/2021 31/03/2020 31/03/2021 31/03/2020
Service cost:
Current service cost 4.61 3.73 11.19 7.78
Past service cost and loss/(gain) on 0.00 0.00 0.00 0.00
curtailments and settlement
Net interest cost 3.39 2.87 0.91 0.72
Net value of remeasurements on the 0.00 0.00 1.50 1.72
obligation and plan assets
Total included in 'Employee Benefit Expense 8.00 6.60 13.60 10.22
Total Charge to Profit and Loss 8.00 6.60 13.60 10.22
Past Service cost is on account of increase in Gratuity Ceiling from Rs.10,00,000 to Rs.20,00,000
Other Comprehensive Income for the current period (Rs. in Lakhs)

31/03/2021 31/03/2020 31/03/2021 31/03/2020
Due to Change in financial assumptions 0.00 3.04 0.64 0.74
Due to change in demographic assumption 0.00 (0.01) 0.00 (0.00)
Due to experience adjustments (3.15) 0.72 0.86 0.98
Return on plan assets excluding amounts 0.00 0.00 0.00 0.00
included in interest income
Amounts recognized in Other (3.15) 3.75 1.50 1.72
Comprehensive Income

Annexure 3: Reconciliation of defined benefit obligation (Rs. in Lakhs)
31/03/2021 31/03/2020 31/03/2021 31/03/2020
Opening Defined Benefit Obligation 52.12 41.27 13.70 12.17
Transfer in/(out) obligation 0.00 0.62 0.00 0.00
Current service cost 4.61 3.73 11.19 7.78
Interest cost 3.39 2.87 0.91 0.72
Components of actuarial (gain)/losses on
obligations:
Due to Change in financial assumptions 0.00 3.04 0.64 0.74
Due to change in demographic assumption 0.00 (0.01) 0.00 0.00
Due to experience adjustments (3.15) 0.72 0.86 0.98
Past service cost 0.00 0.00 0.00 0.00
Loss (gain) on curtailments 0.00 0.00 0.00 0.00
Liabilities extinguished on settlements 0.00 0.00 0.00 0.00
Liabilities assumed in an amalgamation in 0.00 0.00 0.00 0.00
the nature of purchase
Exchange differences on foreign plans 0.00 0.00 0.00 0.00
Benefits paid (2.73) (0.13) (3.61) (8.69)
Closing Defined Benefit Obligation 54.24 52.11 23.69 13.70
Annexure 4: Reconciliation of net defined benefit liability (Rs. in Lakhs)

31/03/2021 31/03/2020 31/03/2021 31/03/2020
Net opening provision in books of accounts 52.12 41.27 13.70 12.17
Transfer in/(out) obligation 0.00 0.62 0.00 0.00
Transfer (in)/out plan assets 0.00 0.00 0.00 0.00
Employee Benefit Expense as per Annexure 2 8.00 6.60 13.60 10.22
Amounts recognized in Other Comprehensive (3.15) 3.75 0.00 0.00
(Income)
Total 56.97 52.24 27.30 22.39
Benefits paid by the Company (2.73) (0.13) (3.61) (8.69)
Contributions to plan assets 0.00 0.00 0.00 0.00
Closing provision in books of accounts 54.24 52.11 23.69 13.70

Annexure 5: Principle actuarial assumptions (Rs. in Lakhs)
31/03/2021 31/03/2020 31/03/2021 31/03/2020
Discount Rate 6.85% 6.85% 6.45% 6.85%
Salary Growth Rate 7.00% 7.00% 7.00% 7.00%
Withdrawal Rates 2% at all ages 2% at all ages 2% at all ages 2% at all ages
Leave Availment Rate 0% p.a. 0% p.a.
Leave Encashment Rate 0% p.a. 0% p.a.
Annexure 6: Maturity Profile of Defined Benefit Obligation (Rs. in Lakhs)

Cash flows % Cash flows %
Year 1 4.65 4.60% 0.88 2.00%
Year 2 11.09 11.00% 8.78 20.20%
Year 3 1.18 1.20% 1.06 2.40%
Year 4 3.91 3.90% 1.37 3.10%
Year 5 13.02 12.90% 3.77 8.70%
Year 6 to Year 10 13.98 13.90% 6.32 14.50%
The future accrual is not considered in arriving at the above cash-flows.
The Expected contribution for the next year is Rs. 4.65 Lakhs.
The Weighted Average Duration (Years) as at valuation date is 7.6 years.
Annexure 7: Sensitivity to key assumptions (Rs. in Lakhs)

31/03/2021 31/03/2020 31/03/2021 31/03/2020
Discount rate Sensitivity
Increase by 0.5% 52.35 50.18 22.90 13.23
(% change) -3.49% -3.72% -3.37% -3.48%
Decrease by 0.5% 56.27 54.21 24.56 14.22
(% change) 3.74% 3.99% 3.65% 3.78%
Salary growth rate Sensitivity
Increase by 0.5% 56.23 54.17 24.55 14.22
(% change) 3.67% 3.93% 3.61% 3.75%
Decrease by 0.5% 52.37 50.19 22.90 13.23
(% change) -3.45% -3.70% -3.37% -3.49%
Withdrawal rate (W.R.) Sensitivity
W.R. x 110% 54.24 52.13 23.69 13.70
(% change) 0.00% 0.01% -0.04% 0.00%
W.R. x 90% 54.24 52.12 23.71 13.70
(% change) 0.00% -0.01% 0.04% 0.00%
A description of methods used for sensitivity analysis and its Limitations:
Sensitivity analysis is performed by varying a single parameter while keeping all the other parameters unchanged.
Sensitivity analysis fails to focus on the interrelationship between underlying parameters.
Hence, the results may vary if two or more variables are changed simultaneously.
The method used does not indicate anything about the likelihood of change in any parameter and the extent of the
change if any.

(Rs. in Lakhs)
2020-21 2019-20
Note: 23 Finance Costs
Interest Expenses 0.00 24.02
Interest on Lease Liabilities 7.07 8.79
Other Financial Charges 8.95 43.73
Total 16.02 76.54
(Rs. in Lakhs)
2020-21 2019-20
Note: 24 Depreciation and Amortisation Expense
Depreciation on Tangible Assets 15.89 23.52
Depreciation - Right of Use Assets 22.87 22.87
Total 38.76 46.39
(Rs. in Lakhs)
2020-21 2019-20
Note: 25 Other Expenses
Manufacturing Expenses
Consumption of Stores, Spares and Chemicals 1125.43 1449.05
Power and Fuel 721.45 906.66
Packing Charges 47.15 58.00
Factory Expenses 19.66 24.59
Repairs & Maintenance - Plant and Machinery 1.93 9.56
Rrepairs & Maintenance - Buildings 5.55 8.49
Repairs & Maintenance - Others 11.17 13.50
1932.34 2469.85
Selling and Distribution Expenses
Freight, Octroi, Carting, Loading, Unloading, etc. 52.18 68.15
Commission and Discount 12.07 69.56
Advertisement 0.13 0.00
64.38 137.71
Establishment Expenses
General Charges 51.75 78.09
Legal and Professional Charges 159.38 158.95
Rent 65.10 65.10
Insurance 20.06 23.10
Rates and Taxes 37.83 22.09
Auditors' Remuneration 8.54 10.26
Corporate Social Responsibility 24.70 27.89
Bad-Debts Write Off 0.00 35.90
Bad and Doubtful Debts / (Recovery) on ECL 11.19 (29.86)
Exchange (Gain) / Loss 0.54 (1.02)
379.09 390.50
Total 2375.81 2998.06

(Rs. in Lakhs)
2020-21 2019-20
25.1 Payment to Auditors:
(a) Paid to Statutory Auditors:
Statutory Audit Fees 2.25 2.75
Certification Fees/Limited review 3.01 3.11
(b) Paid to Other Auditors:
Tax Audit Fees 0.75 0.75
Cost Audit Fees 0.75 0.75
Internal Audit Fees 1.00 1.00
GST/VAT Audit Fees 0.75 1.39
Reimbursement of out of Pocket Expenses 0.03 0.51
Total 8.54 10.26
25.2 Corporate Social Responsibility:

(a) As per section 135 of the Companies Act, 2013 (‘Act’), a company, meeting the applicability threshold, needs
to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate
social responsibility (CSR) activities. The areas for CSR activities are Healthcare, including preventive Healthcare,
promoting Education, Environmental Sustainability and promotion and development of traditional art etc. A
CSR committee has been formed by the Company as per the Act. The funds were primarily utilised through the
year on these activites which are specified in Schedule VII of the Companies Act, 2013.
(b) Additionally the company gives preference to the local area(s) of its operations for CSR activities. The
company believes that CSR should be in the filled(s) which have substantial social impact and which co-relate
with philosophy of the company to improve the quality of Life. The CSR committee will further identify the
project which can be covered under the CSR guildlines in compliance with the CSR objectives and policy of the
Company.
(c) Gross amount required to be spent by the Company during the year is Rs.24.61 Lakhs (previous year Rs.27.67
Lakhs)
(d) Actual amount spent by the company during the year is Rs.24.70 Lakhs (Previous year Rs.27.89 Lakhs) towards
Social welfare and Education Programmes.
(Rs. in Lakhs)
The amounts expended are as follows: 2020-21 2019-20
i) Construction / acquision of any asset 0.00 0.00
ii) for purposes other than (i) above 24.70 27.89

(Rs. in Lakhs)
2020-21 2019-20
Note: 26 Other Comprehensive Income
Items that will not be Reclassified to Profit or (Loss)
(i) Changes in Revaluation Surplus:
Actuarial Gain/(Loss) on Gratuity 3.15 (3.76)
Actuarial Gain/(Loss) on Leave Encashment (1.50) (1.72)
Gain/(Loss) on Revaluation of Investments (121.88) (349.43)
(120.23) (354.91)
(ii) Income tax relating to items that will not be reclassified to Profit or
(Loss)
Deferred Tax (8.80) (34.24)
Total (129.03) (389.15)
2020-21 2019-20
Note: 27 Earning Per Share
(a) Net Profit attributable to shareholders (Rs. in Lakhs) 1448.47 780.32
(b) Weighted average number of Equity Shares outstanding (nos.) 222064440 222064440
(c) Basic and Diluted Earnings per share (Rs.) 0.65 0.35
(d) Face Value per equity share (Rs.) 1.00 1.00
(Rs. in Lakhs)
Particulars As at As at
Note: 28 Contingent Liabilities:
Claims against the Company not acknowledged as debts
Disputed Liabilities in Appeal
Income Tax 0.00 0.00
Excise Duty / Service Tax 0.00 0.00
Guarantees
Bank Guarantees 0.00 52.00
(Counter-Guarantees to Banks against guarantees issued to third parties)
Others
Custom Duty on Raw Materials Imported under Advance License against 0.00 21.66
which Export Obligation is to be fulfilled

Note: 29 Capital Management:
The Company’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that
they can continue to provide returns for shareholders and benefits for other stakeholders and maintain an optimal
capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may
issue new shares or sell assets to reduce debt. The capital structure of the Company consists of debt and total equity of
the Company.
The Company determines the amount of capital required on the basis of annual operating plans and long-term product
and other strategic investment plans. The funding requirements are met through equity, External-commercial borrowings
and short-term borrowings. The Company’s policy is aimed at combination of short-term and long-term borrowings. The
Company monitors the capital structure on the basis of total debt to equity ratio and maturity profile of the overall debt
portfolio of the Company.
The Company is not subject to any externally imposed capital requirements.
The Gearing Ratio at the end of the reporting period was as follows:
Particulars 31st March, 2021 31st March, 2020
Total Debt (Rs. in Lakhs) 0.00 0.00
Total Equity (Rs. in Lakhs) 13801.48 12482.04
Debt to Equity Ratio 0.00% 0.00%
Note: 30 Financial Instruments:

30.01 Categories of Financial Instruments and Fair Value Measurement:
This section explains the judgements and estimates made in determining the fair values of the financial instruments
that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are
disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining
fair value, the Company has classified its financial instruments into the three levels prescribed under the Ind AS 113
– Fair Value Measurement. An explanation of each level is as follows:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices included in level 1 that are observable for the asset or liability, either
directly or indirectly.
Level 3 – Unobservable inputs for the asset or liability.

Additional Information to Financial Statements and Disclosures under Accounting Standards:
The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as of
31st March, 2021 and 31st March, 2020:
(Rs. in Lakhs)
Particulars As at 31st March, 2021 As at 31st March, 2020
Caring Level of Input used in Caring Level of Input used in
Amount / Level 1 Level 2 Level 3 Amount / Level 1 Level 2 Level 3
Fair Value Fair Value
Financial Assets
At Amortised Cost
(i) Investments 1597.30 1597.30 510.94 510.94
(ii) Trade receivables 188.84 350.83
(iii) Cash and cash equivalents 675.20 2032.69
(iv) Bank balances other than (iii) 191.23 1286.01
above
(v) Loans and Advances 41.59 102.78
(vi) Others financial assets 74.69 44.93
At FVTPL
(i) Investments 5506.41 5506.41 3119.08 3119.08
(ii) Others financial assets 0.00 0.00
At FVTOCI
(i) Investments 15.02 15.02 136.91 25.25 111.66
(ii) Others financial assets 0.00 0.00
Financial Liability
At Amortised Cost
(ii) Trade Payables 51.96 660.88
(iii) Other financial liabilities 203.46 152.81
At FVTPL
(i) Other financial liabilities 0.00 0.00
At FVTOCI
(ii) Trade Payables 0.00 0.00
(iii) Other financial liabilities 0.00 0.00
The Company has disclosed financial instruments such as cash and cash equivalents, other bank balances, trade receivables and
trade payables at carrying value because their carrying amounts are a reasonable approximation of the fair values due to their short
term nature.

30.02 Financial Risk Management Framework:
Market Risk:
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market prices. Such changes in the values of financial instruments may result from changes in the
foreign currency exchange rates, interest rates and other market changes. The Company’s exposure to market risk
is primarily on account of foreign currency exchange rate risk.
Credit Risk:
Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to
the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of
deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits
and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining
necessary approvals for credit. Outstanding customer receivables are regularly monitored. The Company maintains
its cash and cash equivalents and deposits with banks having good reputation and high quality credit ratings.
In addition, the Company is exposed to credit risk in relation to deposits related to lease premises. These deposits
are not past due or impaired.
Liquidity Risk:
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk
management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The
Company manages liquidity risk by maintaining adequate reserves, banking facilities by continuously monitoring
forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
Following is the summary of undrawn borrowing facilities that the company has at its disposal to further reduce
liquidity risk:
(Rs.in Lakhs)
Particulars 31st March, 2021 31st March, 2020
Working Capital Loan
Amount Used 0.00 0.00
Amount Unused 0.00 0.00
Foreign Currency Risk Management:
The Company undertakes transactions denominated in foreign currencies and consequently, exposures to exchange
rate fluctuations arise. Exposure to currency risk relates primarily to the company’s operating activities and
borrowings when transactions are denominated in a different currency from the Company’s functional currency.
The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit or loss
and other comprehensive income and equity, where any transaction references more than one currency or where
assets/liabilities are denominated in a currency other than the functional currency of the Company. The Company
evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange rate risks.
Foreign Currency Exposure:
The Company does not have Foreign Currency exposure as on reporting date.

Note: 31 Segment Reporting:
The Company’s business segment consists of a single segment of “Textiles” in accordance with Ind AS 108 -
‘Operation Segments’ notified pursuant to the Companies (Indian Accounting Standard) Rules, 2015. The Company
is not relied on single major customers having transaction more than 10% of total revenue. Information with respect
to geographical segment, to the extent applicable is as follows:
(Rs. in Lakhs)
Segment Revenue - Geographic Segment by Location of Customer 2020-21 2019-20
Within India 13002.69 17918.39
Outside India 111.73 109.11
Total 13114.42 18027.50
Note: 32 As per Regulation Ind AS 24, the disclosures of transactions with the related party are
given below:
32.01 List of related parties where controls exists and Relationships:
Sr. Name of Related Party Nature of Relationship

No.
1 Garden Silk Mills Limited Group Company
Vareli Trading Company Limited
2 M/s. Isha Enterprises Partnership Firm
3 Mr. Manikant R. Momaya - Managing Director Key Managerial Personnel (KMP)
Mr. Yogesh C. Papaiya - Wholetime Director & CFO
Mr. Harishchandra B. Bharucha - Non Executive Director
Mr. Ketan A. Jariwala - Non Executive Director
Ms. Kruti Kothari - Non Executive Director
Ms. Hanisha Arora - Company Secretary
4 Sorrento Textiles Private Limited Enterprises over which Key Managerial
Personnel are able to exercise significant
influence
Note: Related party Relationship is as identified by the Company and relied upon by the Auditors.

32.02 Transactions During the year with Related Parties:
(Rs. in Lakhs)
Sr. Name and Nature of Transactions of Related Parties Relationship 2020-21 2019-20
no.
1 Revenue from Operations
Garden Silk Mills Limited Group Company 3167.78 7452.95
2 Purchase of Power & Other Utilities
3 Leave & Licence Fees & Reimbursement of Expenses
Sorrento Textiles Private Limited Group Company 82.00 82.61
4 Payment to Key Managerial Personnel and their
Relatives*
Mr. Manikant R. Momaya KMP 7.72 8.40
Mr. Yogesh C. Papaiya KMP 25.40 27.88
Mr. Harishchandra B. Bharucha KMP 2.13 2.45
Mr. Ketan A. Jariwala KMP 2.13 2.45
Ms. Kruti G Kothari KMP 2.08 1.83
Ms. Hanisha Arora KMP 1.88 1.98
5 Other Transaction
Balance as at 31st March, 2021
Garden Silk Mills Limited Group Company
- Trade Receivables 0.00 3.78
- Trade Payables & Others 84.12 61.85
Sorrento Textiles Private Limited Group Company
- Trade Payables 0.00 7.36
*Payment to Key Managerial Personnel and their Relatives are Short-term benefits.
Note: 33 Income in Foreign Currency:

(Rs. in Lakhs)
Sales - Export 111.73 109.11

Note: 34
There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at 31st March,
2021.
Note: 35
Contribution to Political parties during the year 2020-21 is Rs. Nil (Previous Year Rs. Nil).
Note: 36
The outbreak of Coronavirus (COVID-19) pandemic disrupted the Operations of the Company since end March, 2020.
The Government of India ordered a nationwide lockdown to prevent community spread of COVID-19 in India resulting in
significant reduction in economic activities.
The Company had adopted measures to curb the spread of infection in order to protect the health of its employees and
ensure business continuity with maintaining social distancing, sanitization of work spaces etc. The extent and duration
of COVID-19 is currently unknown and depends on future developments that are uncertain. Any resultant outcome and
impact on business, due to this is unpredictable. In assessing the recoverability of Company’s assets such as Investment,
Loans and other receivables, the management has used internal and external source of information upto the date of
approval of these financial results. Given the uncertainties, the impact of COVID-19 may be different from that estimated
as at the date of approval of these financial results, and the Company will continue to closely monitor the developments.
Note: 37
GSML, one of the Promoter Group Company holding 1,45,00,000 Equity Shares of Rs.10 each fully paid up in the Company,
had submitted its request for their reclassification from Promoter and Promoter Group Category to Public Category in
the shareholding pattern of Surat Textile Mills Limited, pursuant to Regulation 31A of SEBI (LODR) Regulations, 2015.
The Board of Directors of the Company at its meeting held on 31st March, 2021 subject to approval of shareholders and
stock exchange, approved the proposal for re-classification of Garden Silk Mills Limited from ‘Promoter and Promoter
Group’ category to ‘Public’ category in the shareholding pattern of Surat Textile Mills Limited.
Note: 38
Due to the spread of covid pandemic across the state of Gujarat, followed by the prevailing subdued market conditions,
the management has decided to temporarily shut down the manufacturing activity of Polyester Chips at our Plant at
Village Jolwa, Taluka Palsana, Dist. Surat since May 2021.
Note: 39
Figures for the previous year have been regrouped/reclassified wherever necessary.
For and on behalf of Board of Directors

Manikant R Momaya
Managing Director
DIN: 00023993
Yogesh C Papaiya
Wholetime Director and CFO
DIN: 00023985
Company Secretary
Surat, 3rd June, 2021

If undeliverd, please return to:

CIN No: L17119GJ1945PLC000214
Regd. Office: Tulsi Krupa Arcade, 6th Floor,
Puna-Kumbharia Road, Dumbhal, Surat 395010

Surat Textile Mills Limited: L 17119GJ1945PLC000214

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SURAT TEXTILE MILLS LIMITED

Date : 25th Ju ne, 2021

Brief details of the 75th AGM of the Company are as under:

Date and Time of AG M Tuesday, 20th July, 2021 at 3:00 p.m .

You are requested to kindly take the same on record.

1 | Annual Report 2020-21

2 | Annual Report 2020-21

3 | Annual Report 2020-21

4 | Annual Report 2020-21

5 | Annual Report 2020-21

6 | Annual Report 2020-21

7 | Annual Report 2020-21

Details on Step 1 are mentioned below:

8 | Annual Report 2020-21

9 | Annual Report 2020-21

10 | Annual Report 2020-21

11 | Annual Report 2020-21

12 | Annual Report 2020-21

13 | Annual Report 2020-21

14 | Annual Report 2020-21

By Order of the Board of Directors

15 | Annual Report 2020-21

16 | Annual Report 2020-21

Particulars 2021 2020

Review of Operations Your Company achieved total revenue of Rs.131.14 Crore

17 | Annual Report 2020-21

18 | Annual Report 2020-21

19 | Annual Report 2020-21

20 | Annual Report 2020-21

21 | Annual Report 2020-21

22 | Annual Report 2020-21

23 | Annual Report 2020-21

24 | Annual Report 2020-21

25 | Annual Report 2020-21

26 | Annual Report 2020-21

27 | Annual Report 2020-21

28 | Annual Report 2020-21

29 | Annual Report 2020-21

30 | Annual Report 2020-21

- The Company makes an ongoing study C. F OREIGN EXCHANGE EARNINGS AND

31 | Annual Report 2020-21

32 | Annual Report 2020-21

33 | Annual Report 2020-21

34 | Annual Report 2020-21

For and on behalf of the Board of Directors

35 | Annual Report 2020-21

36 | Annual Report 2020-21

37 | Annual Report 2020-21

38 | Annual Report 2020-21

39 | Annual Report 2020-21

Material Related Party Transactions

40 | Annual Report 2020-21

1. Company’s Philosophy on Code of Governance:

2. Board of Directors and Governance Framework:

41 | Annual Report 2020-21

Name Category No. of Attendance No. of No. of

42 | Annual Report 2020-21

43 | Annual Report 2020-21

44 | Annual Report 2020-21

- The Company makes an ongoing study C. F OREIGN EXCHANGE EARNINGS AND