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Adinath Textiles Ltd.

BSE: 514113 Sector: Industrials
NSE: N.A. ISIN Code: INE207C01019
BSE 00:00 | 20 May 54.25 2.55
(4.93%)
OPEN

54.25

HIGH

54.25

LOW

54.25

NSE 05:30 | 01 Jan Adinath Textiles Ltd
OPEN 54.25
PREVIOUS CLOSE 51.70
VOLUME 4579
52-Week high 101.70
52-Week low 2.59
P/E 164.39
Mkt Cap.(Rs cr) 37
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 54.25
CLOSE 51.70
VOLUME 4579
52-Week high 101.70
52-Week low 2.59
P/E 164.39
Mkt Cap.(Rs cr) 37
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Adinath Textiles Ltd. (ADINATHTEXTILES) - Director Report

Company director report

Your Directors are pleased to present the 41st Annual Report on thebusiness and operations of the Company along with Audited Financial Statements for theyear ended 31st March 2021.

FINANCIAL RESULTS

(Rs. in lakhs)

Particulars 2020-21 2019-20
Income from Operations
Other Income 168.98 138.71
Profit/ (Loss) before interest & depreciation 59.09 19.36
Less Interest 0.16 0.12
Gross Profit/ (Loss) 58.93 19.24
Depreciation and amortization expense 15.74 18.96
Profit/ (Loss) Before Tax 43.19 0.28
Provision For Taxation (including deferred tax) 11.64 (1.63)
Profit/ (Loss) after Tax from continuing operations 31.55 1.91
Profit / (Loss) from discontinued operations (8.73)
Profit / (Loss) for the year 31.55 (6.82)

CORPORATE REVIEW

Due to no job work orders and accumulating losses the companydiscontinued its operations in the financial year 2019-20. Therefore there was no revenuefrom operations during the financial year 2020-21.

Meanwhile in order to supplement its income the company has given itsvacant factory buildings on lease for warehousing purposes. The income from lease isrecognised as other income. The other income of the company including the income fromlease during the financial year 2020-21 is F168.98 Lacs in comparison to F138.71 Lacs forthe previous year.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2021 was F681.44lakhs. During the year under review the Company has not issued/granted any shares stockoptions or sweat equity shares.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

OTHER EQUITY

The Company does not propose to carry any amount to any reserves.

DIVIDEND

Due to absence of adequate profits your Directors are unable torecommend any dividend for the year under review.

DEPOSITS

During the year under review the company has not accepted any depositswithin the meaning of section 73 of the Companies Act 2013 and the rules made thereunder.

NUMBER OF MEETINGS HELD

The details of Board and Committee Meetings are given in the CorporateGovernance Report.

DIRECTORS

In compliance with the provisions of Section 152 of the Companies Act2013 read with Articles of Association of the company Mr. Rajneesh Oswal Chairman &Managing Director will retire by rotation at the ensuing Annual General Meeting of theCompany and being eligible has offered himself for reappointment. The Board recommendshis reappointment.

Mr. Surinder Kumar Sekhri Independent Director resigned from the Boardon account of health issues. The Board accepted his resignation w.e.f. 11th November2020. There were no other material reasons for his resignation.

Based on the recommendations of the Nomination and RemunerationCommittee the Board had recommended the appointment of Ms. Harbhajan Kaur Bal as anIndependent Director for a period of five years w.e.f. 11th November 2020 to 10th November2025. The said appointment was approved by the members of the Company at its 40th AnnualGeneral Meeting held on 21st December 2020 by way of special resolution.

All Independent Directors have given declarations that they meet thecriteria of Independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

BOARD EVALUATION

Pursuant to provisions of the Companies Act 2013 and ListingRegulations the Board has carried out an annual performance evaluation of its ownperformance and the performance of the individual Directors as well as the evaluation ofthe working of its committees. The manner in which the evaluation was carried out has beenexplained in the Corporate Governance.

KEY MANAGERIAL PERSONNEL

There was no change in the Key Managerial Personnel during the yearunder review.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their Remuneration. The said policy has been uploaded onthe website of the Company. The Key provisions of Nomination and Remuneration policy areappended as an Annexure I to the Board's report.

AUDIT COMMITTEE

The company has duly constituted Audit Committee the scope of which isquite comprehensive and is in conformity with the provisions of the Companies Act 2013and Listing Regulations. The composition of the Audit Committee is given in CorporateGovernance Report.

All the recommendations of the Audit Committee were accepted by theBoard.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted the Whistle blower Policy/Vigil mechanism fordirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of the Company's Code of Conduct and Ethics. Such mechanism/policy isalso uploaded on the website of the Company.

STATUTORY AUDITORS

The Company in its 37th Annual General Meeting had approved theappointment of M/s. Malhotra Manik & Associates Chartered Accountants as statutoryauditors of the Company to hold office till the conclusion of 42nd Annual General Meeting.

The report of the statutory auditors read with notes on accounts isself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remarks. Further there were no fraudsreported by the Statutory Auditors of the Company during the period under review neitherunder Section 143(12) of the Act nor which are reportable to the Central Government.

COST AUDIT

Cost audit for the financial year 2020-21 was not applicable to theCompany hence no cost auditor was appointed for cost audit purposes.

SECRETARIAL AUDIT

M/s P. S. Bathla & Associates Practising Company SecretariesLudhiana were appointed to conduct the secretarial audit of the Company for the financialyear 2020-21 as required under Section 204 of the Companies Act 2013 and Rules madethere under. The secretarial audit report for FY 2020-21 is appended as an Annexure IIto the Board's report.

The Secretarial auditors' report for the year under review requires nocomments.

The Board has re-appointed M/s P. S. Bathla & AssociatesPractising Company Secretaries Ludhiana as secretarial auditor of the Company for thefinancial year 2021-22.

RELATED PARTY TRANSACTIONS

There was no material contract or arrangement or transactions withRelated Party as referred to in sub-section (1) of Section 188 of the Companies Act 2013during the year. Thus disclosure in form AOC-2 is not required.

The Board of Directors of the Company has on the recommendation of theAudit Committee adopted a policy to regulate transactions between the Company and itsRelated Parties in compliance with the applicable provisions of the Companies Act 2013the rules there under and the Listing Regulations.

This Policy was considered and approved by the Board has been uploadedon the website of the Company athttp://www.adinathtextiles.com/pdf/Related_Party_Transaction_Policy.pdf

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isappended as an Annexure III and forms an integral part of this report.

ANNUAL RETURN

Pursuant to the provisions of Companies Act 2013 a copy of AnnualReturn for the financial year 2019-20 is available on the website of the Company atwww.adinathtextiles.com and a copy of Annual Return for the financial year 2020-21 will beavailable on the website of the company after submission of the same to the Registrar ofCompanies.

INDUSTRIAL RELATIONS

The Company maintained healthy cordial and harmonious industrialrelations at all levels.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has been addressing various risks through well defined riskmanagement policy/procedures which in the opinion of the Board may threaten the existenceof the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has laid down adequate internal financial controls withreference to financial statements. During the year such controls were tested and nomaterial weakness in their operating effectiveness was observed.

ASSOCIATES AND SUBSIDIARIES

The Company has no Associates & Subsidiaries as on March 31 2021.

CORPORATE GOVERNANCE

As per the provisions of Listing Regulations a separate Report onCorporate Governance practices followed by the Company together with a Certificate fromthe Practicing Company Secretary confirming compliance forms part of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

As required under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 the particulars relating toconservation of energy technology absorption and foreign exchange earnings and outgo isappended as an Annexure IV to the Board's Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There were no significant and material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and Company's operations.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended 31st March 2021 theapplicable accounting standards have been followed and there has been no materialdepartures;

(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 at the end of the financial year and ofthe profit and loss account 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;

(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 withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

GENERAL DISCLOSURES

The Company has already complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. There were nocomplaints/cases reported with internal complaints committee formed under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for thededicated work and co-operation extended by all the employees. Your Directors also wish torecord their gratitude to the shareholders Customers and Suppliers for their valuablesupport.

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