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Aditya Spinners Ltd.

BSE: 521141 Sector: Industrials
NSE: ADITYASPIN ISIN Code: INE122D01026
BSE 00:00 | 08 Mar 6.51 0.31
(5.00%)
OPEN

6.21

HIGH

6.51

LOW

6.21

NSE 05:30 | 01 Jan Aditya Spinners Ltd
OPEN 6.21
PREVIOUS CLOSE 6.20
VOLUME 5586
52-Week high 7.88
52-Week low 2.86
P/E 4.82
Mkt Cap.(Rs cr) 11
Buy Price 6.51
Buy Qty 41.00
Sell Price 6.51
Sell Qty 383.00
OPEN 6.21
CLOSE 6.20
VOLUME 5586
52-Week high 7.88
52-Week low 2.86
P/E 4.82
Mkt Cap.(Rs cr) 11
Buy Price 6.51
Buy Qty 41.00
Sell Price 6.51
Sell Qty 383.00

Aditya Spinners Ltd. (ADITYASPIN) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 28th Annual Report of thecompany together with the Audited statement of Accounts for the year ended 31stMarch 2020.

FINANCIAL RESULTS:

(Rs.in Lakhs)

PARTICULARS 2019-20 2018-19
01 Gross Income 5761.39 6137.65
02 Profit Before Interest and Depreciation 485.27 419.21
03 Finance Charges 198.74 186.83
04 Gross Profit 286.53 232.38
05 Provision for Depreciation 178.48 162.10
06 Net Profit before Tax 108.05 70.28
07 Provision for Tax (454.83) (20.67)
08 Net Profit after Tax 562.88 90.95
09 Total Comprehensive Income 1421.50 91.95

STATE OF COMPANY'S AFFAIRS:

During the year under review the company had achieved a sales turnover of Rs 5696.54lakhs during the current year as against Rs 6087.00 lakhs made during the previous year.For the year 2019-20 the company earned a net profit of Rs 562.88 lakhs (Includes DeferredTax Income of Rs 454.83 lakhs) as against the net profit of Rs 90.95 lakhs made during theprevious year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and Articles of Association of the Companythe Board is duly constituted. During the year under review Sri K Vijay Kumar Smt K VNagalalitha and Sri R Shiv Kumar Directors will retire by rotation and being eligibleoffer themselves for reappointment and Sri Venkata Prasad Kuppam will retire as anindependent director and being eligible offers himself for reappointment for second termof 5 years at the ensuing Annual General Meeting. The board re-appointed Mr.K Sriram asExecutive Director of the Company subject to the approval of share holders at the ensuingannual general meeting.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to section 134(3) (c ) of the Companies Act 2013 the Directors confirm that:

• In the preparation of Annual Accounts the applicable accounting standards hadbeen followed and there are no material departures from the same.

• The Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive true and Fairview of the state of affairs of the company at the end of the financialyear and the profit and loss of the company for that period.

• 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.

• Annual accounts were prepared on a going concern basis. and

• Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

• The proper system was devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

The company has received necessary declaration from all 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.

BOARD MEETINGS:

The Board met four times during the year under review and the particulars of meetingheld and attended by each Director are detailed in the Corporate Governance Report.

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 (s)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 two non executive directors with threeindependent 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.

AUDIT COMMITTEE:

Pursuant to the provisions of section 177 of the of the Companies Act 2013 the companyboard constituted the audit committee with the following directors.

• Sri M.Narasimha Rao Independent Director as Chairman.

• Sri K.V.Prasad Independent Director

• Smt.K.V.Naga Lalitha Non-Executive Director.

AUDITORS:

• Statutory Auditors: At the 25th Annual General Meeting held on 22ndday of September 2017 M/s T Mohan & Associates (formerly Known as Lakshmi &Associates) Chartered Accountants were appointed as statutory auditors of the company tohold office for a period of five consecutive years commencing from the financial year2017-18. In this regard the company has received a certificate from the auditors to theeffect that if they are reappointed it would be in accordance with the provisions ofsection 141 of the of the Companies Act 2013.

• Secretarial Auditor: P.Jagannatham & Co. Company Secretaries are theSecretarial Auditors appointed by the board of directors of the company for the year2019-20 and the report is attached to this Directors' Report vide ANNEXURE-1.

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.

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.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The information required pursuant to section 197 of the of the Companies Act 2013 readwith Rule 5(1) of the companies (Appointment and Remuneration of Managing personnel )Rules 2014 and companies (particulars of employees) Rules 1975 in respect of employeesof the company and Director is given in a separate annexure to this report vide ANNEXURE-2.

Particulars of employees as per the Rule-5(2) of the companies (Appointment andRemuneration of Managerial personnel) Rule 2014 are not applicable as there is noemployee who was in receipt of remuneration in excess of the limits specified.

CONVERSATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under section 134(3) (m) of the of the Companies Act 2013 readwith Rule 8 of the companies (Accounts) Rules 2014 is given in ANNEXURE-3.

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.

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 theIndependent Directors are due for re-appointment.

EXTRACT OF ANNUAL RETURN:

The Annual Return of the company has been placed at the website of the company and canbe accessed at http://aditvaspinners.net/Admin/Files/ASL-%20ANNUAL%20RETURN%20-%202019-20pdfthe details forming part of the extract of the Annual Return in Form MGT-9 is at ANNEXURE-4

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-5.

CORPORATE GOVERNANCE REPORT:

Your Company has taken adequate steps to adhere to all the stipulations laid down in 27of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. A reporton the Corporate Governance is included as a part of this report. Certificate from theStatutory Auditors of the company M/s. T Mohan & Associates Chartered Accountantsconfirming the compliance with the conditions of Corporate Governance as stipulated underabove regulations is included as part of this report vide ANNEXURE-6.

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as they are not apprised there were no transactions on these items duringthe year under review.

• Details relating to deposits covered under chapter 5 of the Act.

• 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.

• No cases were filed pursuant to the sexual harassment of women at workplace(prevention prohibition and Redressal) Act 2013 as per the internal complaints committee(ICC).

• No Dividend was recommended by the Board.

• Issue of equity shares with differential rights as to Dividend voting orotherwise.

• Issue of shares to employees of the company under any revenue.

• Corporate social responsibility policy not applicable for the year under report.

• There is no change in the nature of the business of the company during the yearunder report.

• There were no such companies which have come or ceased to be the company'ssubsidiaries joint ventures or associate companies during the year.

• There were no significant material events occurred between the closure of thebooks of accounts for the year 2019-20 and the date of this report.

• The company has adequate internal financial controls system over financialreporting and such internal financial controls over financial reporting were operatingeffectively as at 31st March 2020 based on the internal controls over financialreporting.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere appreciation for thesupport and co-operation received from the various departments of the Government Bankerssuppliers customers and shareholders.

The Directors also wish to place on record their appreciation for the committedservices of the company's employees.

For and on behalf of the board

N. Krishna Mohan K Vijay Kumar
Chairman Managing Director
Place: Hyderabad
Date: 31.07.2020

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