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Amit Spinning Industries Ltd.

BSE: 521076 Sector: Industrials
NSE: ASIL ISIN Code: INE988A01026
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OPEN 1.18
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VOLUME 201
52-Week high 1.18
52-Week low 0.74
P/E
Mkt Cap.(Rs cr) 4.86
Buy Price 1.08
Buy Qty 226.00
Sell Price 1.18
Sell Qty 799.00

Amit Spinning Industries Ltd. (ASIL) - Director Report

Company director report

Your Directors have great pleasure in presenting the 23rd Annual Report together withAudited Statements of Accounts of the Company for the year ended March 31 2015.

Financial Results (` in Lakhs)

2014-2015 2013-2014
Net Sales (Turnover) 3205.52 2638.57
Other Income 4.06 8.95
Financial Charges 347.29 396.52
Depreciation 343.59 410.33
Misc. Expenses written off 0 0
Profit/(Loss) before tax (PBT) (1533.46) (962.02)
Deferred Tax 878.25 0
Net Profit/(Loss) (2411.71) (962.02)

FINANCIAL ANALYSIS AND PERFORMANCE REVIEW

During the fiscal 2014-15 the turnover of the Company increased to Rs. 3205.52 Lakhsas compared to Rs. 2638.57 Lakhs in the previous year. However due to sluggish marketincrease in labour power and other operational costs and financial constraints Company could not optimally utilize its capacities and its lossess increased to Rs.2411.71 Lakhs as compared to Rs. 962.02 Lakhs in the previous year. Further over theperiod the company has eroded its net worth completely and it has been declared as a SickCompany under Sick Industrial Companies (Special Provisions) Act'1985 by the Board forindustrial and financial restructuring (BIFR) vide its order dated 18th July'2012.

Management Discussion and Analysis

Indian Textile Industry is one of the leading textile Industries in the world. Thetextile sector has always been an important part of people's lives in India. The textilesector is highly diverse and has hand-spun and hand woven segments at one end of thespectrum and capital-intensive sophisticated and modern mills at the other. India'sTextile Industry is largely dependent on textile manufacturing and export and India earnsabout 17% of its foreign exchange through Indian textile exports. The Indian TextileIndustry also contributes 5% of the GDP and employs more than 35 million people thesecond largest employment only after agriculture and 14% of the industrial production ofthe country.

However for Amit Spinning the last fiscal was very difficult and challenging mainlydue to sluggish market demand and rapid & significant increase in labour power andother operating costs and shortage of working capital .which lead to fall in EBITDAlevels.

M/s Amit Spinning Industries Limited has already been declared as a Sick Company underSICA by BIFR and the UCO Bank has been appointed as the Operating Agency. However with anattempt to safeguard the interests of the stakeholders particularly employees unit hasbeen engaged in carrying out under job work.

Management is confident that once the rehabilitation scheme is approved by the BIFRCompany will turn around and recover from the current difficult phase and accordingly itis in process of reviewing its strategic plans and looking at means to find a way toincrease its turnover reduce its costs and achieve a higher value addition so that itcould achieve positive result in the near future.

Segment-Wise Performance

Amit Spinning Industries Ltd. (ASIL) being a cotton yarn manufacturer has only onebusiness segment. On the basis of geographical categorization of market ASIL identifiedtwo segments i.e. exports and domestic.

During the year under review Company has manufactured 1281.64 MT of yarn on its ownresources and 1112.65 MT of yarn on job work basis.

Subsidiary Companies

As there are no subsidiaries/ associates / joint ventures of the Company theprovisions contained in Companies Act 2013/Listing Agreements relating to subsidiariesare not applicable.

Share Capital

The Company's issued and paid up capital as on 31st March 2015 stands at Rs.205848335/- divided into 41169667 fully paid up equity shares of Rs. 5/- each.During the year under review the Company has not issued any share(s). Further theCompany has not issued any share with differential Voting Rights/Sweat Equity shares/underStock Option Scheme (ESOS) earlier and during the year.

The Company has no scheme of provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees. Hence the details under rule 16 (4)of Companies (Share Capital and Debentures) Rules 2014 are not required to be disclosed.

Management Perception On Opportunities Risks Concern & Outlook

The potential size of the Indian textile industry is expected to reach US$220 billionby 2020. Government has allowed 100% FDI in the Indian textiles sector under the automaticroute. Further the Government has proposed the establishment of Centres of Excellence fortraining the workforce in the textile sector and also to establish institutes under thepublic-private partnership (PPP) model to encourage private sector participation in thedevelopment of the industry. However due to change in China policy Indian exports havebeen affected and showed down by 50% in the graph of financial year 2014-15 but couldrecover partially in the year 2015-16 to 1.2 million tones.

Further Government has approved a debt restructuring package to help loss makingtextile mills to be administered on case by case basis by the banks within the prudentialnorms of the Reserve Bank of India. Also BIFR has decided on reliefs / concessions etc.to be given to units / companies on the revival packages which will prove to be beneficialfor Amit Spinning Industries Limited as well.

Further with focus on Make in India the Indian Textile industry is expected to becomeresilient and robust through various support measures likely to be announced by thegovernment. The future outlook for the Indian Textile Industry looks promising buoyed byboth strong domestic consumption and increase in export turnover.

Slow but potentially promising increase in demand of cotton yarn in domestic market andtalk of economic reforms by the new government as well as encouraging export promotionpolicy for textile sector have already improved market sentiments to some extent. With theawaited approval of rehabilitation scheme by BIFR and with the continued support andco-operation of company's bankers management believes that your Company would againinitiate its own production optimally utilize capacities increase sales volumes andconsequently margins are also expected to be strengthened in due course.

Directors

(a) Change in Directors or Key Managerial Personnel

In terms of provisions of the Companies Act 2013 read with Clause 49 of ListingAgreement during the year Ms. Priya Lohani has been appointed as Additional Director inthe position of Woman Director on the Board of the Company w.e.f. 31st March 2015 andholds office upto ensuing Annual General Meeting. She however being eligible forreappointment company has received an application from the member for consideration ofher appointment as women director on the board in the ensuing Annual General Meetingitself.

During the period under review Mr. Shreyas S Alatkar Manager Accounts has beenentrusted with responsibility to discharge the functions of CFO (Chief Financial Officer)along with other functions of the Company w.e.f 13th February 2015 in place of Mr. MaheshAnand Raut who was appointed as CFO on 11th August 2014.

Mr. K Sankaramani is retiring by rotation in the forthcoming Annual General Meeting andbeing eligible offer himself for re-appointment.

Brief resume of the Directors proposed to be appointed/re-appointed nature of theirexpertise in specific functional areas and names of the companies in which they holddirectorship and membership/chairmanships of the Board or its Committees as stipulatedunder Clause 49 of the listing agreement entered by the Company with stock exchanges inIndia is provided in the Report of Corporate Governance forming part of the AnnualReport.

(b) Number of Meetings of the Board

Four meetings of the Board were held during the year. The detailed informationregarding meetings of the Board held during the year is mentioned in the CorporateGovernance Report which forms part to this report.

(c) Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.

(d) Annual Evaluation by the Board

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as its Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.

(e) Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report. Duringthe year neither the Managing Director nor the Whole-time Directors of the Companyreceived any remuneration or commission from any of its subsidiaries.

Directors' Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended 31st March2015 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2015 and of the profitand loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Related Party Transactions

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. Company has enteredinto a material transaction with one related party i.e. its holding Company M/s SpentexIndustries Limited according to the policy framed for the related party transactions andthe same has been disclosed in the note to financial statements. However there were noother materially significant related party transactions entered into by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

Prior omnibus approval of the Audit Committee was obtained for Related PartyTransactions for a period upto 31st March 2015 and for the financial year 2015-16. Thetransactions entered into pursuant to the omnibus approval so granted were audited and astatement giving details of all related party transactions were placed before the AuditCommittee for its review on a quarterly basis.

The Company has framed a Related Party Transactions Policy for purpose ofidentification and monitoring of such transactions. The policy on Related PartyTransactions as approved by the Board has been uploaded on the Company's website.

None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany. All related party transactions entered into by the Company were in ordinarycourse of business and were on an arm's length basis however for the transaction enteredwith its holding company fall under material transaction and details of the same ismentioned in form AOC - 2 attached herewith as Annexure-1.

Significant and Material Orders passed by the Regulators or Courts

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

Auditors

(a) Statutory Auditors

M/s. Sunil Jain & Co. Chartered Accountants (Registration No. 003855N) have beenappointed as Statutory Auditors of the Company at 22nd Annual General Meeting held on 11thSeptember 2014 to hold office until conclusion of 26th Annual General Meeting for aperiod of four years as provided in Section 139 of the Companies Act 2013 the saidappointment is being placed for ratification at the forthcoming Annual General Meeting.

The Company has received a confirmation from M/s. Sunil Jain & Co. CharteredAccountants to the effect that their appointment if made at the ensuing AGM would be interms of Sections 139 and 141 of the Companies Act 2013 and rules made there under andthat they are not disqualified for re-appointment.

Auditors Report

The Auditors' Report read with the Notes to Accounts is self-explanatory and do notcall for any further explanation under Section 134 of the Companies Act 2013 except forthe responses in respect of some observations as mentioned here in below.

Directors' view on Auditor's Observations

Directors' response to the various observations of the auditors made in their reporthas been explained wherever necessary through appropriate notes to accounts howeverpertinent notes are reproduced hereunder in compliance with the relevant legalrequirements and wherever required further explanation is furnished:

Note No. 30 of the Financial Statement qualified by Auditors

"The Loans and Advances of the Company include a sum of Rs.19346572 being anamount receivable from Customs Department as drawbacks against the export sale pertainingto the period 1993 to September 2004 when the unit was 100% Export Oriented Unit (EOU).The company has earlier filed an application with the office of DGFT for the claim andmade significant efforts for receiving the claim. The Company has also filed claim againstJak Traders Private Ltd. for recovery of the claims."

Note No. 31 of the Financial Statement without qualifying Auditors have drawnattention

"As on March 31 2015 the accumulated losses of the Company have far exceeded itsnet worth. In the opinion of the management the Company's operations are affected byglobal business downturn which has resulted in reduction in demand increase in inputcosts and shortage of working capital. The Company has also filed a reference with Boardfor Industrial and Financial Restructuring (BIFR) under Section 15 of Sick IndustrialCompanies (Special Provisions) Act 1985 for determination of sickness and measures to beadopted for rehabilitation. The BIFR vide its order dated 18.07.2012 declared theCompany as sick under section 3(1)(o) of SICA 1985 and appointed UCO Bank as OperatingAgency (OA) under section 17(3) to prepare Rehabilitation Scheme for the Company. Howeveron the strength of management's plan of revival including reorganization of businessthese financial statements are prepared on a going concern basis."

(b) Cost Auditor

Pursuant to recent amendment to the Companies (Cost Records and Audit) Rules 2014 theprovision relating to carry out cost audit is not applicable to the Company for financialyear 2015-16.

(c) Secretarial Auditor & Audit Report

Pursuant to provisions of Section 204 of the Companies Act 2013 the Company hasappointed M/s. Loveneet Handa & Associates Practicing Company Secretary (having CPNo. 10753 & Membership No. 25973) as Secretarial Auditor to carry out the secretarialaudit for the financial year 2014-2015.

The Secretarial Audit Report for the financial year ended March 31 2015 is annexedherewith marked as Annexure 2 to this Report.

There are no qualifications or observations or remarks made by the Secretarial Auditorsin their Report.

(d) Internal Auditors

Pursuant to section 138 of the Companies Act 2013 read with The Companies (Accounts)Rules 2014 the Company has appointed Dr. Sunil Kumar Gupta as the Internal Auditor ofthe Company.

Internal Control Systems and Adequacy

The Company has established adequate internal control systems commensurate with itssize and nature of business and such systems are periodically audited verified andreviewed for their validity considering the changing business scenario from time to timethe Audit Committee of the Board of Directors reviews the adequacy and effectiveness ofinternal control systems and suggests improvement for strengthening them from time totime.

Extract of the Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure-3 to this Report.

Conservation of Energy Technology absorption and Foreign Exchange Earnings and Outgo

Company has implemented energy conservation methods and such action has resulted intomajor savings in energy consumption as well as in cost control. The information asrequired to be disclosed under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is set out in the Annexure – 4 tothis Report.

Particulars of Employees

None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014read with the Companies(Particulars of Employees) Rules 1975 as amended hence noparticulars are required to be given herein.

Deposits

The Company has not accepted or renewed any deposit during the year and there are nooutstanding and/or overdue deposits as at 31st March 2015.

Particulars of Loans Guarantees or Investments

Details of loans Guarantees and Investments covered under the provision of Section 186of the Companies Act 2013 are given in the notes to the Financial Statements.

Risk Management

A Risk Management Committee has been constituted to oversee the risk management processin the Company as required under the Companies Act 2013 and Clause 49 of the ListingAgreement. The details of the Committee and its terms of reference are set out in theCorporate Governance Report forming part of the Board's Report. The Risk Management Policyhas also been hosted on the website of the company

Vigil Mechanism

The Company has framed and implemented a vigil mechanism named as Whistle Blower Policyto deal with instances of fraud and mismanagement if any. The details of the WhistleBlower Policy are provided in the Corporate Governance Report and also posted on thewebsite of the Company.

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

Dividend

During the year under review the Company has no distributable profits hence yourDirectors do not recommend payment of any dividend.

Transfer To Reserves

During the year the Company has not transferred any amount to reserves.

Material changes between the date of the Board Report and end of financial year

Due to market and financial constraints the Company was not able to fully utilize andleverage its production capacity and the Rehabilitation Plan filed by the Company withBIFR is yet to be considered and approved resultantly management was left with no optionbut to keep the manufacturing unit situated at Kolhapur Maharashtra inoperative.

Human Resources/Industrial Relations

The Company and its management value the talent commitment and dedication of itsemployees and acknowledge their contribution. All employees in the Company work as a teamand integral part of the family sharing their ideas and concerns through discussionsTown Hall meetings and intranet network installed across the units.

Industrial Relations scenario at the continues to be healthy and enthusiastic.

Information Technology

Information Technology continues to be an integral part of your company's businessstrategy. The Company is working on SAP platform integrating its business processesfinancial parameters customer transactions and people effectively on real time basis.

Change in the nature of Business

There is no change in the nature of the business of the company.

Corporate Governance and Management Discussion and Analysis

As stipulated under Clause 49 of the Listing Agreement entered into with StockExchanges a report on Corporate Governance is attached separately as a part of the AnnualReport and the Management Discussion and Analysis (MD & A) is included in this reportso that duplication and overlap between Directors' Report and a separate MD & A isavoided and the entire information is provided in a composite and comprehensive manner.

Listing of Shares

Presently Company's shares are listed and traded at the BSE Limited Mumbai (BSE) andNational Stock Exchange of India Mumbai (NSE). Due to financial crises and running themanufacturing unit on job work basis the Annual Listing Fee for the financial year2015-16 is yet to paid to BSE & NSE and Company is in process of making payment therefor in due course.

Conclusion

Your company is presently going through challenging and difficult period due to marketand financial constraints. It has already been declared as a Sick Company under SickIndustrial Companies (Special Provisions) Act 1985 by BIFR vide its order dated 18thJuly'2012 and UCO Bank has been appointed as an Operating Agency to work out DRS for theCompany in consultation with lenders. It is however expected on Company receiving BIFRapproval for its DRS it would be in a better position to augment its production andsales by utilizing its capacities optimally. In the meanwhile to meet its day to dayexpenses fixed expenses and expenses relating to Employees/workers it is undertaking jobwork from other yarn manufacturers.

Acknowledgments

The Directors take this opportunity to express their grateful appreciation for thewhole hearted and sincere co-operation the Company had received from the variousdepartments of Central and State Government Bankers Financial Institutions CustomersSuppliers and Contractors as well as Members of the Company during the year under reviewof the Company. The Directors also wish to place on record the appreciation for thecontribution made by all the employees at all levels and hope that with their continuedcommitment and dedication the Company could look forward to more profitable operationsahead.

On behalf of the BOARD OF DIRECTORS

Sd/-

S P SETIA

CHAIRMAN

Place New Delhi

Date : August 11 2015

Annexure - 1 to the Director's Report

FORM NO. AOC -2

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

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

1. Details of contracts or arrangements or transactions not at Arm's lengthbasis – N.A.

2. Details of material contracts or arrangements or transactions at Arm's lengthbasis.

Particulars Details
1 Name (s) of the related party & nature of relationship Spentex Industries Ltd. (Holding Company)
2 Nature of contracts/arrangements/transaction Sale/Purchase of godds/services
3 Duration of the contracts/arrangements/transaction 01.04.2014 – 31.03.2015
4 Salient terms of the contracts or arrangements or transaction including the value if any Ongoing transactions on normal business terms. Value of all transactions is Rs. 114502038.00/-
5 Date of approval by the Board 13.02.2015
6 Amount paid as advances if any -

Annexure-2 to the Director's Report

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015

(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

The Members

Amit Spinning Industries Limited

(CIN NO: L17100DL1991PLC171468)

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Amit Spinning IndustriesLimited (hereinafter called the Company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also information provided bythe Company its officers agents and authorized representatives during the conduct ofsecretarial audit We hereby report that in our opinion the company has during the auditperiod covering the financial year ended on 31st March 2015 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by Amit Spinning Industries Limited as given in Annexure I forthe financial year ended on 31st March 2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA) and the rules made thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The Regulations and Guidelines prescribed under the Securities and Exchange Boardof India Act 1992 ('SEBI Act') viz.:

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

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations. 2008;

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

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009: and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.

(vi) OTHER APPLICABLE ACTS

(a) Factories Act 1948

(b) Payment Of Wages Act 1936 and rules made there under

(c) The Minimum Wages Act 1948 and rules made there under

(d) Employees' State Insurance Act 1948 and rules made there under

(e) The Employees' Provident Fund and Miscellaneous Provisions Act 1952 and rulesmade there under

(f) The Payment of Bonus Act 1965 and rules made there under

(g) Payment of Gratuity Act 1972 and rules made there under.

(h) The Water (Prevention & Control of Pollution) Act 1974 Read with Water(Prevention & Control of Pollution) Rules 1975

(i) Food Safety and Standards Act 2006 and rules made there under.

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

1. Secretarial Standards issued by The Institute of Company Secretaries of India.

2. The Listing Agreements entered into by the Company with BSE Ltd. and National StockExchange of India Ltd. Documents are examined/verified while conducting secretarial audit

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

We further report that:

1. The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

2. Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

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

4. There are adequate systems and processes in the company commensurate with the sizeand operations of the company to monitor and ensure compliance with applicable lawsrules regulations and guidelines.

On July 18 2012 Board for Industrial & Financial Reconstruction declared theCompany (Case No. 72/2011) as Sick u/s 3(1)(o) of SICA and appointed UCO Bank as theOperating Agency.

We hereby certify that as on March 31 2015 there has been due compliances with allthe Laws Orders Regulations and other legal requirements of the Central State and otherGovernment and Local Authorities Concerning the business and affairs of the company.

(a) That all sums to be deducted in accordance with the provisions of the Income TaxAct 1961 have been properly deducted and further certified that all sums so deducted havebeen paid or will be paid with the prescribed time to the credit of the Central Governmentin pursuance to Section 200 of the Income Tax Act 1961.

(b) That there has been no breach by the company of any of the provisions of theIndustrial Disputes Act Industrial Relation(s) Act Payment of Bonus Act Contract Labour(Regulations and Abolition) Act and other Labour Legislations governing the Company andits Establishment.

(c) That all the requirements of the Air (Prevention and Control of pollution )Act1981 Water (Prevention and Control of Pollution)Act 1974 and Environment Protection Act1986 and the Rules made there under have been complied with and the requisitions if anymade by the authorities under that Act have been met with and satisfied.

(d) That all the applicable accounting standards have been followed in the preparationof the financial statement of the Company and also all such accounting policies have beenadopted to give a true and fair view of the state of affairs of the Company.

(e) That no Show cause demand penalty or prosecution which is materially importanthas been received from any statutory authority and no fine or penalty or any otherpunishment has been imposed on the Company.

(f) That there has been no labour strike lock-out or any other significant labourproblem or notice for strike received by the Company during the period

(g) That there has been no closure of operation due to unprecedented power-cut.

(h) That no fatal or serious accident occurred nor did any material effluent orpollution problem arise during the year.

(i) That there is no delay in payment of service tax except for the month of September2014 January 2015 and March 2015 which have been paid later on with interest.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above and there were no specificevents / actions having a major bearing on the company's affairs.

For Loveneet Handa & Associates

(Practicing Company Secretary)

Sd/-

Loveneet Handa

ACS NO: 25973

C.P No: 10753

Place: New Delhi

Dated: August 11 2015

Annexure - I

Documents examined/verified while conducting secretarial audit:

(a) Books Papers as per Section 2 (12) of Companies Act 2013"book andpaper" and "book or paper" include books of account deeds voucherswritings documents minutes and registers maintained on paper or in electronic form.(Registers Maintained by RTA)

(b) Memorandum of association

(c) Articles of association

(d) Certificate of Incorporation

(e) Audited balance sheet(s)

(f) Statutory Registers maintained by the Company i.e Register of Members/ Register ofCharges/ Register of Directors Shareholding/ Register of Contract/ Register of InvestmentRegister of Director Shareholdings Register of Contracts of the Co. and firms in whichdirectors etc are interested Common Seal Register etc.

(g) Minutes of the Board meetings Annual General Meeting Investor GrievancesCommittee and Audit Committee Meeting.

(h) As per provisions of Companies Act 2013 and Company rules 2014 read with variousclauses of Listing Agreement the Company has constituted the Risk Management CommitteeStakeholders Relationship Committee Audit Committee Nomination & RemunerationCommittee and uploaded applicable policies at Company's website.

(i) Notice of calling Annual General Meeting along with the explanatory statement.

(j) Copy of documents related to the appointment/Resignation of Statutory Auditor ofthe company

(k) Copy of Internal Audit Report given by Internal Auditor appointed u/s 138 ofCompanies Act 2013.

Annexure - 3 to the Director's Report

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN as on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration ) Rules 2014.

I. REGISTRATION AND OTHER DETAILS:

i) CIN L17100DL1991PLC171468
ii) Registration Date 18.11.1991
iii) Name of the Company Amit Spinning Industries Limited
iv) Category/Sub-category of the Company Public Limited Company
v) Address of the Registered office & contact details A - 60 Okhla Industrial Area Phase - II New Delhi - 110020; Tel: 011-26387738
vi) Whether listed company Yes
vii) Name Address & contact details of the Registrar & Transfer Agent if any RCMC Share Registry Pvt. Ltd. B-25/1 Okhla Industrial Area Phase 2 New Delhi-110020; Tel: 011-26387320

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated:-

Name & Description of main products/services NIC Code of the Product /service % to total turnover of the company
1 Yarn 171 100

III. PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES

NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE % OF SHARES HELD APPLICABLE SECTION
1 Spentex Industries Limited A - 60 Okhla Industrial Area Phase - II New Delhi - 110020 L74899DL1991PLC138153 Holding 50.96% 2 (46)

IV. SHAREHOLDING PATTERN

(Equity Share capital Break up as % to total Equity)

i) Category wise shareholding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year %change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Share
A. Promoters
(1) Indian
a) Individual/HUF - - - 0.00 - - - 0.00 0.00
b) Central Govt. or - - - 0.00 - - - 0.00 0.00
State Govt.
c) Bodies Corporates 20981077 - 20981077 50.96 20981077 - 20981077 50.96 0.00
d) Bank/FI - - - 0.00 - - - 0.00 0.00
e) Any other - - - 0.00 - - - 0.00 0.00
SUB TOTAL:(A) (1) 20981077 - 20981077 50.96 20981077 - 20981077 50.96 0.00
(2) Foreign
a) NRI- Individuals - - - 0.00 - - - 0.00 0.00
b) Other Individuals - - - 0.00 - - - 0.00 0.00
c) Bodies Corporates - - - 0.00 - - - 0.00 0.00
d) Banks/FI - - - 0.00 - - - 0.00 0.00
e) Any other - - - 0.00 - - - 0.00 0.00
SUB TOTAL (A) (2) - - - 0.00 - - - 0.00 0.00
Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 20981077 - 20981077 50.96 20981077 - 20981077 50.96 0.00
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds - - - 0.00 - - - 0.00 0.00
b) Banks/FI - 100 100 0.00 - 100 100 0.00 0.00
C) Central Govt - - - 0.00 - - - 0.00 0.00
d) State Govt. - - - 0.00 - - - 0.00 0.00
e) Venture Capital Fund - - - 0.00 - - - 0.00 0.00
f) Insurance Companies 2000 - 2000 0.00 2000 - 2000 0.00 0.00
g) FIIS - - - 0.00 - - - 0.00 0.00
h) Foreign Venture Capital Funds - - - 0.00 - - - 0.00 0.00
i) Others (specify) Foreign Bank - - - 0.00 - - - 0.00 0.00
SUB TOTAL (B)(1): 2000 100 2100 0.01 2000 100 2100 0.01 0.00
(2) Non Institutions
a) Bodies Corporates
i) Indian 821368 7900 829268 2.01 860293 7900 868193 2.11 0.09
ii) Overseas - - - 0.00 - - - 0.00 0.00
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.1 lakhs 4425469 1754140 6179609 15.01 4343826 1748240 6092066 14.80 -0.21
ii) Individuals shareholders holding nominal share capital in excess of Rs.1 lakhs 12083077 47300 12130377 29.46 12094882 47300 12142182 29.49 0.03
c) Others (specify)
i) Directors other than - - - 0.00 - - - 0.00 0.00
Promoters
ii) Trust 676142 - 676142 1.64 676142 - 676142 1.64 0.00
iii) Clearing Member 17298 - 17298 0.04 56311 - 56311 0.14 0.09
iv) Hindu Undivided Families - - - 0.00 - - - 0.00 0.00
v) NRI 80596 273200 353796 0.86 78891 272705 351596 0.85 -0.01
SUB TOTAL (B)(2): 18103950 2082540 20186490 49.03 18110345 2076145 20186490 49.03 0.00
Total Public 18105950 2082640 20188590 49.04 18112345 2076245 20188590 49.04 0.00
Shareholding (B)= (B)(1) (B)(2)
C. Shares held by Custodian for GDRs & ADRs - - - 0.00 - - - 0.00 0.00
Grand Total (A+B+C) 39087027 2082640 41169667 100.00 39093422 2076245 41169667 100.00 0.00

ii) Share Holding of Promoters

Shareholders Name Shareholding at the beginning of the year Shareholding at the end of the year % change in share holding during the year
No. of shares % of total shares of the company % of shares pledged encumbered to total shares No of shares % of total shares of the company % of shares pledged encumbered to total shares
1 Spentex Industries Limited 20981077 50.96 20.00 20981077 50.96 20.00 0.00
Total 20981077 50.96 20.00 20981077 50.96 20.00 0.00

iii) Change in Promoters' Shareholding ( Specify if there is no change)

Share holding at the beginning of the Year Cumulative Share holding during the year
No. of Shares % of total shares of the company No of shares % of total shares of the company
At the beginning of the year 20981077 50.96 - -
Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/ sweat equity etc) NIL NIL - -
At the end of the year 20981077 50.96 - -

iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters &Holders of GDRs & ADRs)

Shareholding at the beginning of the year Date wise increase/decrease in Share holding during the years specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/ sweat equity etc.) Cumulative Shareholding during the year Shareholding at the end of the year
For Each of the Top 10 Shareholders No. of shares % of total shares of the company Date Reason No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Aparna Bharat Shah 1885500 4.58 No change during the year - - 1885500 4.58
2 Bharat Punamchand Shah HUF 1755899 4.27 No change during the year - - 1755899 4.27
3 Smita Bharat Shah 1525159 3.70 No change during the year - - 1525159 3.70
4 Smita Bharat Shah 1113626 2.70 No change during the year - - 1113626 2.70
5 Amit B Shah 1076500 2.61 No change during the year - - 1076500 2.61
6 Smita Bharat Shah 1048850 2.55 No change during the year - - 1048850 2.55
7 Ashita Seth Family Trust 676142 1.64 No change during the year - - 676142 1.64
8 Vinit Sethi 445021 1.08 No change during the year - - 445021 1.08
9 Ashish Choudhary 361036 0.88 No change during the year - - 361036 0.88
10 Abhishek Kayan 358488 0.87 No change during the year - - 358488 0.87

v) Shareholding of Directors & KMP

Shareholding at the end of the year Cumulative Shareholding during the year
For Each of the Directors & KMP No. of shares % of total shares of the company No. of shares % of total shares of the company
At the end beginning of the year - - - -
Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc) - - - -
At the end of the year - - - -

v) Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

(Figures in Rs)

Secured Loan excluding Deposits Unsecured Loan Deposits Total Indebtedness
Indebtedness At the beginning of the FY
i) Principal Amount 296985487 320128019 99930 617213436
ii) Interest due but not paid 22064653 - - 22064653
iii) Interest accrued but not due - 95950583 - 95950583
Total (i+ii+iii) 319050140 416078602 99930 735228672
Change in Indebtedness during the FY
Addition 36401828 - 264548 36666376
Reduction 38450000 - - 38450000
Net Change -2048172 - 264548 -1783624
Indebtedness at the end of the FY
i) Principal Amount 295658478 320128019 364478 616150975
ii) Interest due but not paid 31845000 - - 31845000
iii) Interest accrued but not due - 95950583 - 95950583
Total (i+ii+iii) 327503478 416078602 364478 743946558

vi. Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director Whole time director and/or Manager:

(Figures in Rs)

Particulars of Remuneration Name of the MD/ WTD/Manager Total Amount
1 Gross salary Mr. I B maner
(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. 3005196 3005196
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961 561000 561000
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 - -
2 Stock option - -
3 Sweat Equity - -
4 Commission - -
as % of profit - -
others (specify) - -
5 Others please specify 462444 462444
Total (A) 4028640 4028640
Ceiling as per the Act 6000000 6000000

B. Remuneration to other directors:

(Figures in Rs)

Particulars of Remuneration Name of the Directors Total Amount
1 Independent Directors Mr. S P Setia Mr. K Sankaramani Mr. Ranjan Mangtani
(a) Fee for attending board committee meetings 40000 - - 40000
(b) Commission - - - -
(c) Others please specify - - - -
Total (1) 40000 - - 40000
2 Other Non Executive Directors
(a) Fee for attending Board Committee meetings - - - -
(b) Commission - - - -
(c) Others please specify - - - -
Total (2) - - - -
Total (B)=(1+2) 40000 - - 40000
Total Managerial Remuneration 4028640
Overall Ceiling as per the Act. - - - 6000000

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(Figures in Rs)

Particulars of Remuneration Key Managerial Personnel
1 Gross Salary CEO Co. Sec. CFO* Total
(Ms. Priya Lohani) (Mr. Shreyas Alatkar)
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961. N.A. 217980 215051 433031
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961 N.A. 45216 17904 63120
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 N.A. 0 0 0
2 Stock Option N.A. 0 0 0
3 Sweat Equity N.A. 0 0 0
4 Commission N.A. 0 0 0
as % of profit N.A. 0 0 0
others specify N.A. 0 0 0
5 Others please specify N.A. 0 0 0
Total 263196 232955 496151

*Mr. Mahesh Anand Raut during his tenure for discharging CFO functions has been paidRs. 106028

vii) Penalties/punishment/compounding of Offences

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/Compounding fees imposed Authority (RD/NCLT/ Court) Appeall made if any (give details)
A. COMPANY
Penalty / Punishment /Compounding NONE NONE NONE NONE NONE
B. DIRECTORS
Penalty / Punishment /Compounding NONE NONE NONE NONE NONE
C. OTHER OFFICERS IN DEFAULT
Penalty / Punishment /Compounding NONE NONE NONE NONE NON

Annexure – 4 to the Director's Report

Information on Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014.

A. CONSERVATION OF ENERGY

During the year under review continuous efforts were being made to ensure optimumutilization of fuel and electricity and reduction in energy costs.

a. Energy conservation measures taken

Continuous installation and development of fuel efficient equipment and accessoriesresulting in lower consumption of power.

b. Relevant data in respect of energy consumption is as below

Current year Previous year
2014-15 2013-14
A. Power and Fuel Consumption
Electricity
a. Purchased
- Total Units consumed (KWH) 100.21 180.09
- Total Amount (Rs. in Lacs) 813.40 1296.59
- Rate/unit (Rs.) 8.12 7.20
b. Own Generation (Through Genset)
- Units (KWH) Nil Nil
- Units per litre of Diesel/Furnace Oil N.A. N.A
- Cost/Unit (Rs)* Nil Nil
B. Electricity Consumption (Units)
Per Kg. of Production of yarn 4.19 3.52

B. TECHNOLOGY ABSORPTION

Research & Development (R & D)

1. Specific areas in which R&D has been carried out by the Company:

Continuing to identify improvements to processes through property documented systems tostrengthen yarn quality improve productivity and effective maintenance.

2. Benefits derived as result of the above R & D

Meeting customer requirements and effective resource utilization.

3. Future plan of action

Identifying measures to further improve productivity and there by contribution per unitof production.

4. Expenditure on R & D.

a. Capital Nil
b. Revenue Nil
c. Total Nil
d. Total R & D Expenditure as percentage of total turnover Nil

Technology Absorption Adaptation and Innovation

a) Efforts: upgrading machines with technologically advanced accessories andspares.

b) Benefits: Higher output and improved quality of product

c) Technology imported during the last 5 years: None

C. Foreign Exchange Earnings and Outgo

1. Efforts: Significant exports to various countries round the globe on verycompetitive prices have brought in foreign exchange to the National Ex-chequer.

2. Earnings and Outgo: Particulars with regard to foreign exchange earnings andoutgo appears in Note No. 38 in Annual Accounts.

On behalf of the BOARD OF DIRECTORS

Sd/-

S P SETIA

CHAIRMAN

Place New Delhi

Date : August 11 2015

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