Your Directors have pleasure in presenting the 25th Annual Report of theCompany together with the Audited Statements of Accounts for the year ended 31stMarch 2017.
(1) FINANCIAL RESULTS:
(Rs. In Lakhs)
|Sl.No. ||Particulars ||2016-17 ||2015-16 |
|01. ||Gross Income ||5452.76 ||4739.83 |
|02. ||Profit Before Interest and Depreciation ||390.98 ||329.40 |
|03. ||Finance Charges ||168.83 ||89.23 |
|04. ||Gross Profit ||222.15 ||240.17 |
|05. ||Provision for Depreciation ||139.44 ||108.57 |
|06. ||Net Profit before tax ||82.71 ||131.60 |
|07. ||Provision for tax ||13.95 ||5.57 |
|08. ||Net profit after tax ||68.76 ||126.03 |
(2) State of Company's Affairs :
During the year under review the Company had achieved a sales turnover of Rs 5452.76lakhs as against Rs.4739.83 lakhs made during the previous year. For the year 2016-17 thecompany earned a net profit of Rs.68.76 lakhs as against the net profit of Rs.126.03 lakhsmade during the previous year.
(3) DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Details of directors as per Section 152 read with section 149 of the Companies Act2013 and particulars of key managerial personnel as per Section 203 of the Act read withthe Listing Regulations the Board is duly constituted and balanced as required under theCompanies Act 2013 and the Listing Agreement. During the year under review Sri. N.Krishna Mohan Director of the company will retire by rotation and being eligible offershimself for reappointment at the ensuing annual general meeting. Smt. K. V. Nagalalitharesigned as Executive Director and continued to be as Director of the company. Mr. K.Sriram was appointed as Additional Director of the company and the board recommended forhis appointment as director at the ensuing annual general meeting. The Board appointed Mr.K. Sriram as Executive Director of the company subject to the approval of the shareholdersat the ensuing annual general meeting.
(4) DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (C) of the Companies Act 2013 the Directors confirm that:
(a) in the preparation of annual accounts the applicable accounting standards had beenfollowed and there are no material departures from the same.
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfairview of the state of affairs of the company at the end of the financial year and theprofit and loss of the company for that period.
(c) proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities
(d) annual accounts were prepared on a going concern basis. and
(e) directors had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.
(f) the proper system was devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
(5) DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from all the independent Directors undersection 149(7) of the Companies Act 2013 that they meet the criteria of independence laiddown in section 149(6) of the Companies Act 2013.
(6) BOARD MEETINGS:
The Board met four times during the year under review the details of which are given inthe Corporate Governance Report that forms part of this Report.
(7) POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The company's policy lays down the criteria for determining qualifications positiveattributes independence of a director and other matter as provided under sub-section (3)of Section 178 of the Companies Act 2013.
The Current Policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board in terms of the provisions of Section 178. Theboard consists of three executive directors and one non executive directors with twoindependent directors. We affirm that the remuneration paid to the directors is as per theterms laid out in the nomination and remuneration policy of the company.
(8) AUDIT COMMITTEE:
Pursuant to the provisions of section 177 of the Companies Act 2013 the company boardconstituted the audit committee with the following directors:
(I) Sri. M. Narasimha Rao Independent Director as Chairman
(ii) Sri. K.V. Prasad Independent Director
(iii) Smt. K.V. Nagalalitha Non- Executive Director
(a) Statutory Auditors: At the Annual General Meeting held on 21st day ofSeptember 2016
M/s C. Ramachandram & Co. Chartered Accountants were appointed as statutoryauditors of the company to hold office till the conclusion of the Annual General Meetingto be held in the calendar year 2017 and thereby they would be completing their term ofoffice and being not eligible for reappointment. In terms of the second proviso to Section139 of the Companies Act 2013 the appointment of the new auditors viz. M/s. Lakshmi& Associates for a term of five years shall be placed for approval of the shareholdersat the ensuing Annual General Meeting subject to ratification at every subsequent annualgeneral meeting of the shareholders of the company. Accordingly M/s. Lakshmi &Associates Chartered Accountants as statutory auditors of the company is placed forapproval by the shareholders. In this regard the Company has received a certificate fromthe auditors to the effect that if they are reappointed it would be in accordance withthe provisions of Section 141 of the Companies Act 2013.
(b) Secretarial Auditor: K. Swamy & Co. Company Secretaries are the SecretarialAuditors appointed by the board of directors of the company for the year 2016-17 and theReport is attached to this Directors' Report vide Annexure-1.
(10) VIGIL MECHANISM:
Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for directors and employees to report genuine concerns has beenestablished. The company has not denied access to any personnel to approach the managementon any issue.
(11) LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
(12) CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Pursuant to the provisions of Section 134(3)(h) read with Rule8(2) of the Companies(Accounts) Rules 2014 there were no materially significant related party transactionswith the Company's Promoters Directors Management or their relatives which could havehad a potential conflict with the interests of the Company. Form for Disclosure ofparticulars of contracts/arrangements entered into by the company with related partiesreferred to in sub section (1) of section 188 of the Companies Act 2013 including certainarms length transaction under third proviso is given under Annexure-2
(13) REMUNERATION OF DIRECTORS KMP'S AND EMPLOYEES:
The information required pursuant to Section 197 of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managing Personnel) Rules2014 and Companies (Particulars of Employees) Rules 1975 in respect of employees of theCompany and Director is given in a separate annexure to this Report vide Annexure-3:
Particulars of employees as per the Rule-5(2) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are not applicable as there is noemployee who was in receipt of remuneration in excess of the limits specified.
(14) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:
Information required under section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 is given in the Annexure-4 to this report.
(15) RISK MANAGEMENT POLICY:
The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is set out in the Management Discussion and Analysis whichforms part of this report.
(16) BOARD EVALUATION:
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe Corporate governance report section in this Annual Report. The Board approved theevaluation results as collated by the nomination and remuneration committee.
None of the independent directors are due for re-appointment.
(17) EXTRACT OF ANNUAL RETURN:
In accordance with the provisions of Section 134(3)(a) of the Companies Act 2013 Thedetails forming part of the extract of the Annual Return in Form MGT-9 is annexed herewithas Annexure-5.
(18) MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under the Listing Regulations a statement on the Management Discussion andAnalysis Report is attached to this Report vide Annexure-6.
(19) CORPORATE GOVERNANCE REPORT :
Your Company has taken adequate steps to adhere to all the stipulations laid down in 27of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015. Areport on Corporate Governance is included as a part of this Annual Report. Certificatefrom the Statutory Auditors of the company M/s. C Ramachandram and Co. CharteredAccountants confirming the compliance with the conditions of Corporate Governance asstipulated under above regulation is included as a part of this report vide Annexure-7.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as they are not apprised there were no transaction on these items duringthe year under review:
1. Details relating to deposits covered under chapter 5 of the Act.
2. No significant or material orders were passed by the Regulators or courts ortribunal which impact two going concern status and the companies operations in future.
3. No cases were filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
4. No Dividend was recommended by the Board.
5. Issue of Equity shares with differential rights as to Dividend voting or otherwise.
6. Issue of shares to Employees of the Company under any revenue.
7. Corporates Social Responsibility policy not applicable for the year under report.
8. There is no change in the nature of business of the company during the year underreport.
9. there were no such companies which have come or ceased to be the company'sSubsidiaries joint ventures or associate companies during the year.
10. there were no significant material events occurred between the closure of the booksof account for the year 2016-17 and the date of this report.
11. The company has adequate internal financial controls system over financialreporting and such internal financial controls over financial reporting were operatingeffectively as at 31st March 2017 based on the internal controls overfinancial reporting.
Your Directors take this opportunity to express their sincere appreciation for theaffiliate and cooperation received from the various departments of the GovernmentBankers Suppliers Customers and Shareholders.
The Directors also wish to place on record their appreciation for the committedservices by the company's Executives staff and workers.
| ||By Order of the Board |
|Place : Hyderabad ||For ADITYA SPINNERS LIMITED |
|Date : 14.08.2017 ||K VIJAY KUMAR |
| ||Managing Director |