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Amarjothi Spinning Mills Ltd.

BSE: 521097 Sector: Industrials
NSE: AMARJOTHI ISIN Code: INE484D01012
BSE 00:00 | 06 Feb 158.90 0
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NSE 05:30 | 01 Jan Amarjothi Spinning Mills Ltd
OPEN 155.55
PREVIOUS CLOSE 158.90
VOLUME 5416
52-Week high 209.95
52-Week low 144.00
P/E 8.75
Mkt Cap.(Rs cr) 107
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 155.55
CLOSE 158.90
VOLUME 5416
52-Week high 209.95
52-Week low 144.00
P/E 8.75
Mkt Cap.(Rs cr) 107
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Amarjothi Spinning Mills Ltd. (AMARJOTHI) - Director Report

Company director report

TO THE MEMBERS OF

AMARJOTHI SPINNING MILLS LIMITED.

The Board of Directors of your Company are pleased to present the Thirty Fourth AnnualReport on the business and operations of the Company along with the summary of FinancialStatements for the year ended 31st March 2022.

THE STATE OF AFFAIRS OF THE COMPANY DIVIDEND AND RESERVE FINANCIAL RESULTS

(Rs. in lakhs)

Standalone

Consolidated

2021-2022 2020-2021 2021-2022 2020-2021
Revenue from Operations 25029.27 16730.80 25747.08 17957.12
Other Income 163.27 757.00 175.86 796.87
Total Income 25192.54 17487.80 25922.94 18753.99
Less: Total Expenses 23156.55 15842.46 23753.68 17371.55
Profit before Tax 2035.99 1645.34 2169.26 1382.44
Profit after Tax 2108.91 1631.42 2177.32 1574.46
Surplus brought forward 12053.65 10720.37 12156.56 10878.96
Amount available for appropriation 14162.56 12351.79 14333.88 12453.42
Appropriations to :
General Reserve 210.89 163.14 210.89 161.86
Dividend paid including Tax 141.75 135.00 141.75 135.00
Previous year Income tax adjusted 14.84 0 14.83 0.00
Surplus carried to balance sheet 13795.08 12053.65 13966.41 12156.56
TOTAL 14162.56 12351.79 14333.88 12453.42

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

OPERATIONS

During the year under review the Company's revenue from operations (net of GST) hasincreased by 7704.74 lakhs over the previous financial year and recorded a revenue ofRs.25192.54 lakhs for the financial year ended 31st March 2022.The profit after tax is Rs.2108.91 Lakhs as against Rs. 1631.42 Lakhs for the previous financial year.

1) YARN DIVISION

Your directors inform you that yarn division continues to perform well. We hope that infuture also our performance will improve.

2) PROCESSING UNIT

The Processing unit is fully utilized for the dyeing of material of our spinning unit.In addition to our own dyeing we process our material in outside dyeing also.

3) WINDMILLS:

Companies windmills are fully utilized for captive consumption of yarn division andprocessing division's power usage. The wind farm has generated 283.66 Lakhs Kwh ascompared to 277.65 Lakhs Kwh of the previous year. The wind availability / velocity wasbetter during initial wind season of the financial year 2021-22 as compared to the lastfinancial year. During the financial year 2021-22 the Company was able to consume powerfrom its own wind farms to the extent of 90% of total power requirement. The income duringthe year from the Wind Mill Division was Rs.18.55 Crores as against Rs.17.75 Crores ofprevious year.

FUTURE PROSPECTS:

The Company will continue to perform well in the domestic market. The Company is in theprocess of implementing several cost saving measures including modernization which willmake the product more competitive.

CHANGE IN NATURE OF BUSINESS IF ANY:

There were no changes in Nature of Business during the year 2021-2022.

INDUSTRIAL RELATIONS

Relationship with employees was cordial throughout the year.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has one wholly owned subsidiary company M/s. RPJ Textiles Ltd. in whichour company holds 100% of equity shares. The details are mentioned in AOC-1. TheSecretarial Audit report of the Subsidiary company is annexed herewith as ANNEXURE -VIII and forms an integral part of this Report.

The Company has one Associate Firm named Kanagathara Wind Farms in which our companyholds 27% for the purpose of captive consumption of wind power. The details are mentionedin Form AOC-1 as annexed as a part of this report vide ANNEXURE-II. The companieswhich has been ceased to be an associate companies are Jayanthi Green Energy PrivateLimited Premchander Green Energy Private Limited AFCM Wind Farms Private Limited andAJSM Green Energy Private Limited.

DIVIDEND

The Directors have recommended a dividend of Rs. 2.20 per share (22% on the Face value)for the year ended 31st March 2022 absorbing a sum of Rs.14850000/- for the approval ofthe shareholders at the ensuing Annual General Meeting. Pursuant to the Income-tax Act1961 read with the Finance Act 2020. Dividend income is taxable in the hands of theMembers with effect from 1st April 2020 and the Company is required to deduct tax atsource from such dividend at the prescribed rates.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The unclaimed Dividend relating to the financial year 2014-15 is due for remittanceduring September 2022 to the Investor Education and Protection Fund (IEPF) established bythe Central Government. During the year under review as per the requirements of theInvestor Education and Protection Fund Authority Accounting Audit Transfer and Refund)Rules 2016 (IEPF Rules) 7948 equity shares of Rs.10/- each on which dividend hadremained unclaimed for a period of 7 years have been transferred to the credit of thedemat account identified by the IEPF Authority.

GENERAL RESERVE

During the year your Company has transferred an amount of Rs. 210.89 lakhs to theGeneral Reserve.

SHARE CAPITAL

The paid up Equity Share Capital as on March 312022 was Rs. 67500000/- comprising6750000 shares of Rs.10/- each. During the year under review the company has not madeany fresh issue of shares.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any Equity Shares with Differential Rights during theFinancial Year2021-2022.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not provided any Stock Option Scheme to the employees during the yearUnder Review.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any Sweat Equity Shares during the year under review.

ANNUALRETURN:

As required pursuant to Section 92 of the Companies Act 2013 and Rule 12 of theCompanies (Management and Administration) Rules 2014 the Annual Return in the prescribedform is available at the web link https://tinvurl.com/AmariothiAnnualReturn2022 andavailable in the website of the Company www.amarjothi.net.

NUMBER OF BOARD MEETINGS:

During the year under review Eight (8) meetings of the Board of Directors were held.Further details regarding the number of meetings of Board of Directors and Committeesthereof and the attendance of the Directors at such meetings are provided under theCorporate Governance Report.

Date of meetings:

15.04.2021 19.04.2021 30.06.2021 12.08.2021
27.10.2021 17.12.2021 28.01.2022 11.03.2022

DIRECTORS' RESPONSIBILITY STATEMENT

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

a. In the preparation of the annual accounts for the year ended 31.03.2022 theapplicable accounting standards have been followed and there are no material departuresfrom those standards;

b. the Directors have 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 loss of the Company for that period;

c. the Directors have 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 have prepared the annual accounts on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f. the Directors have devised proper systems to ensure compliance with the provisionsof all the applicable laws and such systems were adequate and operating effectively.

NO FRAUDS REPORTED BY STATUTORY AUDITORS

There is no instance of frauds reported by the statutory auditors of the Company forthe financial year under review under sub-Section (12) of Section 143 of the CompaniesAct 2013.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (‘SEBI (LODR) / Listing Regulations')so as to qualify themselves asIndependent Directors under the provisions of the Companies Act 2013 and the relevantrules of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(‘SEBI (LODR) / Listing Regulations'). Further they have also declared that they arenot aware of any circumstance or situation which exists or may be reasonably anticipatedthat could impair or impact their ability to discharge their duties with an objectiveindependent judgment and without any external influence. The Independent Directors of theCompany have complied with the requirements of the provisions in relation to IndependentDirectors Databank as stated in the Companies (Creation and Maintenance of databank ofIndependent Directors) Rules 2019 and the Companies (Appointment and Qualification ofDirectors) Rules 2014 as amended from time to time

The Independent Directors have also confirmed that they have complied with theCompany's Code of Business Conduct & Ethics. Board of Directors have evaluated theIndependent Directors appointed / re-appointed during the year 2021-22 and opined that theintegrity expertise and experience (including proficiency) of the Independent Directorsis satisfactory.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY

Nomination and Remuneration Committee of Directors has been formed and has beenempowered and authorized to exercise power as entrusted under the provisions of CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(both as amended from time to time). The Company has a policy on Directors' / SeniorManagement appointment and remuneration which specifies criteria for determining thequalification positive attributes for Senior Management and Directors. The policy alsospecifies the criteria for determination of independence of a Director and other mattersprovided under sub-section (3) of Section 178. The above policy has been posted on thewebsite of the Company at - www.amarjothi.net/Policies.

AUDITORS COMMENTS

There are no adverse comments in the reports of Statutory Auditors (appearing elsewherein the Annual Report) and that of the Secretarial Auditors (annexed hereto as AnnexureIII).

PARTICULARS OF LOANS/GUARANTEE/INVESTMENTS

The Company has not given / made any Loans Guarantees and Investments covered underthe provisions of Section 186 of the Companies Act 2013 during the year under review.Details of investments made in the earlier years have been disclosed in the notes to thefinancial statements

PARTICULARS OF CONTRACTS WITH RELATED PARTY

The transactions entered by the Company with the related parties during the financialyear 2021-22 are in the ordinary course of business and at arm's length basis. The Companyhad entered material transaction with its wholly owned subsidiary under Section 188 ofthe Companies Act 2013 during the year. The particulars of related party transactionsare provided in the form AOC 2 and annexed to the Boards' Report as ANNEXURE - III.The Policy on Related Party is available on the Company's website at www.amarjothi.net

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR (MARCH 312022) TOWHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS DIRECTORS' REPORT.

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report.

STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively. The Company is in compliance with the applicable Secretarial Standards issuedby the Institute of Company Secretaries of India and approved by the Central Governmentunder Section 118(10) of the Act.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to Conservation of Energy Foreign Exchange Earning and OutGo Technology Absorption pursuant to section 134(3) (m) of the Act read with rule 8 subrule 3 of the Companies (Accounts) Rules 2014 is attached as ANNEXURE -I whichforms part of the report.

RISK MANAGEMENT:

This annual report has got a detailed chapter on management discussion and analysis onrisk management stating about risk management by the Company. It is periodically reviewedby the Board. The Company's business model has Comprehensive and integrated riskmanagement framework that comprises a clear understanding of strategy policy initiativesprudential norms proactive mitigation and structured reporting. In addition the Boardperiodically reviews and discusses all assets with significant risks includingdeliberating on the sector- specific and systemic risks in the business environment. Otherkey variables monitored for risk are market condition and product costing.

EVALUATION OF BOARD'SPERFORMANCE:

On the advice of the Board of Directors the Nomination and Remuneration Committee ofBoard of Directors of the Company have formulated the criteria for the evaluation of theperformance of Board of Individual Directors Board Committees of Directors IndependentDirectors Non-Independent Directors and the Chairperson of the Board. Based on thatperformance evaluation has been undertaken. The Independent Directors of the Company havealso convened a separate meeting for this purpose. All the results and evaluation has beencommunicated to the Chairperson of the Board of Directors.

DIRECTORS' & KEY MANAGERIAL PERSONNEL

Disclosure pursuant to Rule 5 (1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed vide "ANNEXURE VI".

DIRECTORS:

RE-APPOINTMENT OF RETIRING DIRECTOR

Sri.N.Radhakrishnan (DIN: 00390913) Director who retires by rotation at the ensuingAnnual General Meeting being eligible offers himself for re-appointment. The Boardrecommends his re-appointment in the forthcoming Annual General Meeting.

KEY MANAGERIAL PERSONNEL:

As on 31st March 2022 following persons have been designated as Key ManagerialPersonnel of the Company pursuant to Section 2(51) and Section 203 of the Act read withthe Rules framed there under.

1. Sri. R. Premchander- Managing Director

2. Sri. R. Jaichander-Joint Managing Director and

3. Sri P.Singaravelu - Chief Financial Officer (Resigned on 30.06.2022)

Sri.K.Elango - Chief Financial Officer (w.e.f 11.08.2022)

4. Smt Mohana Priya.M - Company Secretary DEPOSITS

During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

REMUNERATION OF DIRECTORS & KMP:

Disclosure pursuant to Rule 5 (1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed vide "ANNEXURE VI" and interm of the provision of Section 197(12) of Act read with rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial personnel) Rules 2014 a statementshowing the names and other particulars of the employees drawing remuneration in excess ofthe limits set out in the said rules are annexed to this report as "ANNEXUREVII".

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL:

During the year 2021-22 no significant and material Orders were passed by theRegulators or Courts or Tribunals impacting the going concern status and company'soperations in future

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THEFINANCIAL STATEMENTS:

The Company has a well-established internal financial control and risk managementframework with appropriate policies and procedures to ensure the highest standards ofintegrity and transparency in its operations and a strong corporate governance structurewhile maintaining excellence in services to all its stakeholders. Appropriate controls arein place to ensure: (a) the orderly and efficient conduct of business including adherenceto policies (b) safeguarding of assets (c) prevention and detection of frauds / errors(d) accuracy and completeness of the accounting records and (e) timely preparation ofreliable financial information.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of Section 129 (3) of the Companies Act 2013 theConsolidated Financial Statements drawn up in accordance with the applicable AccountingStandards form part of the Annual Report.

The consolidated net profit for the year was Rs.2177.32 lakh as against Rs. 1574.46lakh. in the previous year. The Company's consolidated net worth stood at Rs.17157.86 lakhas on 31st March 2022.

RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY.

The MD/WTD has not received any commission from other company/ its subsidiary. BOARD& AUDIT COMMITTEE:

The details regarding number of board meetings held during the financial year andcomposition of Audit Committee is furnished in the Corporate Governance Report.

COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM / WHISTLE BLOWER POLICY

The composition and attendance of the Audit Committee of the Board of Directors of theCompany are disclosed elsewhere in the Annual Report. The Company has devised a vigilmechanism in the form of a Whistle Blower Policy in pursuance of provisions of Section177(10) of the Companies Act 2013 as explained in the Corporate Governance Report andposted on the website of company and can be accessed at the link https://tinyurl.com/AJSMWhistleBlowerpolicy . During the year under review there were no complaints receivedunder this mechanism.

CORPORATE SOCIAL RESPONSIBILITY

Based on last three years average Net Profit the Company is required to spend a sum ofRs.3122534 in the year 2021-22. The Company has spent the amount towards contribution tothe Prime Ministers Relief Fund.

The company has adopted a Corporate Social Responsibility Policy defining therein theCSR activities to be undertaken by the Company in areas or subject specified in ScheduleVII of the Companies Act 2013. The Corporate Social Responsibility Committee of the Boardis responsible for the implementation and effective monitoring of the CSR activities ofthe Company. The Annual Report on Company's CSR activities of the Company is furnished inthe prescribed format as "ANNEXURE V" to this report. The policy on CSRis available in our company website www.amarjothi.net.

AUDITORS:

STATUTORY AUDITORS

Mr. V. Narayanaswami Chartered Accountant Coimbatore (Membership No.023661) be andare hereby appointed as the statutory auditor of the company in place of the retiringAuditor Mr.PS.Sitaram Chartered Accountant Coimbatore to hold office from theconclusion

of this Annual General Meeting till the conclusion of the 39th Annual General Meetingof the Company to be held in year 2027 to examine and audit the accounts of the Company atsuch remuneration as mentioned in explanatory statement plus applicable taxesout-ofpocket expenses etc as may be mutually agreed between the Board of Directors andthe Auditors."

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. R.Ramchandar B.com FCS LLB Company Secretary in Practice (C.P No. 12240)to conduct the Secretarial Audit of the Company. The Secretarial Audit report is annexedherewith as ANNEXURE - IV and forms an integral part of this Report.

INTERNAL AUDITORS

Mr.M.S.Sivakumar Chartered Accountant is appointed as internal auditor of theCompany. He has played an important role in strengthening the Systems and internalControls within the Company.

DISCLOSURE OF COST AUDITOR AND COST AUDIT REPORT

As per Section 148 of the Companies Act 2013 read with Rules framed there under M/s.Nagarajan & Co Practicing Cost Accountants (Firm's Membership No; 000088) wereappointed as Cost Auditors for the financial year 2021-22 to conduct cost audit of theaccounts maintained by the Company in respect of the various products prescribed under theapplicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by theBoard of Directors on the recommendation of Audit Committee. The requisite resolution forratification of remuneration of cost Auditors by members of the Company has been set outin the Notice of ensuing annual general meeting. They have also been appointed as CostAuditors for financial year 2022-23 by the Board of Directors upon recommendation ofAudit Committee to conduct cost audit of the accounts maintained by the Company inrespect of the various products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2021-22 issued by M/s. Nagarajan &Co Cost Auditors in respect of the various products prescribed under Cost Audit Ruleswill be filed within the due date prescribed by the Act.

COST RECORDS

The Company has maintained the Cost Records as specified by the Central Governmentunder sub-section (1) of Section 148 of the Companies Act 2013.

POSTAL BALLOT

During the year under review the Company has not passed any transaction through PostalBallot.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report Report on CorporateGovernance and Auditors Certificate regarding compliance of conditions of CorporateGovernance provided elsewhere in this Report forms part of the Directors' Report. Adetailed report on corporate governance together with a certificate from the StatutoryAuditors in compliance with Regulation 15(2) of the SEBI (LODR) Regulations 2015 isattached as part of this annual report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy. No complaints were received during the year 2021 -22.

ACKNOWLEDGEMENT

Your directors gratefully acknowledge the support and co-operation extended to yourCompany by all the customers shareholders and bankers.

Your directors also place on record their appreciation of the tireless efforts of TeamAmarjothi a dedicated and loyal band of people who have displayed unswerving commitmentto their work in these challenging times and helped the Company deliver good results.

The Company extends its thanks to the Central and State Government authorities fortheir continued co-operation and assistance.

MAY LORD VENKATESWARA SHOWER HIS BLESSINGS FOR THE CONTINUED PROSPERTIY OF THE COMPANY.

By order of the Board
Place :Tirupur (Sd/-) R.PREMCHANDER (Sd/-) R.JAICHANDER
Date : 11.08.2022 Managing Director Joint Managing Director
DIN:00390795 DIN:00390836

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