To The Members
Your Directors have pleasure in presenting the 29th Annual Report of thecompany together with the Audited statement of Accounts for the year ended 31stMarch 2021.
|SL.NO PARTICULARS ||2020-21 ||2019-20 |
|01 Gross Income ||3396.50 ||5761.39 |
|02 Profit Before Interest and Depreciation ||317.81 ||485.27 |
|03 Finance Charges ||181.72 ||198.74 |
|04 Gross Profit ||136.09 ||286.53 |
|05 Provision for Depreciation ||188.41 ||178.48 |
|06 Net Profit before Tax ||(52.32) ||108.05 |
|07 Provision for Tax ||(9.90) ||(454.83) |
|08 Net Profit after Tax ||(42.42) ||562.88 |
|09 Total Comprehensive Income ||(77.60) ||1421.50 |
STATE OF COMPANY'S AFFAIRS:
During the year under review the company had achieved a sales turnover of Rs 3340.92lakhs as against Rs 5696.54 lakhs made during the previous year. For the year 2020-21 thecompany earned a net loss of Rs 42.42 lakhs (Includes Deferred Tax Income of Rs 9.90lakhs) as against the net profit of Rs 562.88 lakhs made during the previous year.
IMPACT OF COVID 19:
The manufacturing facility was temporarily closed from April 2020 to June 2020 inorder to control the spread of Covid-19 as per Central / State Government directions.Thereafter as per the relaxation given by the State Government / Local AuthoritiesPartial manufacturing operations were resumed from July 2020.
Due to temporary stoppage of operations sales for the current financial year impactedto the extent of around 41% compared to the previous Financial 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 N.Krishna Mohan and SriK.Sriram Directors will retire by rotation and being eligible offer themselves forreappointment.
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 Indian accountingstandards had been 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 Fair view 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 laiddown internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively.
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.
The Board met six 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 of theCompanies Act 2013. The Board consists of three executive directors and two non executivedirectors with three independent Directors. We affirm that the remuneration paid to thedirectors is as per the terms laid out in the nomination and remuneration policy of thecompany.
Pursuant to the provisions of section 177 of the Companies Act 2013 the company boardconstituted 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.
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 Companies Act 2013. Secretarial Auditor: Puttaparthi.Jagannatham &Co. Company Secretaries are the Secretarial Auditors appointed by the board of directorsof the company for the year 2020-21 and the report is attached to this Directors' Reportvide ANNEXURE-1.
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:
All transactions with related parties were in the ordinary course and arms lenth basis.There are no material transactions hence disclosure under Form AOC-2 is not required.
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.
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 videANNEXURE-2.
CONVERSATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:Information required under section 134(3) (m) of the of the Companies Act 2013 read withRule 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.
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://adityaspinners.net/Admin/Files/ASL-ANNUAL%20RETURN%20-%202020-21.pdfthe details forming part of the extract of the Annual Return in Form MGT-9 is atANNEXURE-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 theSecretarial Auditors of the company M/s. Puttaparthi Jagannatham & Co CompanySecretaries confirming the compliance with the conditions of Corporate Governance asstipulated under above regulations is included as parts of this report vide
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 2020-21 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 2021 based on the internal controls over financialreporting.
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 theirappreciation for the committed services of the company's employees.
| ||For and on behalf of the board || |
| ||N. Krishna Mohan ||K Vijay Kumar |
| ||Chairman ||Managing Director |
|Place: Hyderabad || || |
|Date: 25.06.2021 || || |