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Amit Spinning Industries Ltd.

BSE: 521076 Sector: Industrials
NSE: ASIL ISIN Code: INE988A01026
BSE 00:00 | 04 Mar Amit Spinning Industries Ltd
NSE 05:30 | 01 Jan Amit Spinning Industries Ltd
OPEN 1.04
PREVIOUS CLOSE 1.04
VOLUME 3
52-Week high 1.04
52-Week low 0.00
P/E 0.80
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.04
CLOSE 1.04
VOLUME 3
52-Week high 1.04
52-Week low 0.00
P/E 0.80
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Amit Spinning Industries Ltd. (ASIL) - Director Report

Company director report

Dear Members

Your Directors have great pleasure in presenting the 28thAnnual Reporttogether with Audited Statements of Accounts of the Company for the year ended March312020.

FINANCIAL RESULTS:

The summarized financial results for the year ended March 2020 as compared to theprevious year are as follows:

Particulars 2018-2019 2018-2019
Revenue from Operation 3946.45 -
Other Income 7.42 -
Profit before depreciation interest finance charges and tax (PBDIT) (317.68) (296.86)
Less: Interest and Finance Charges 413.60 132.25
Less: Depreciation 251.99 278.43
Profit/(Loss) before Tax (PBT) (983.27) (707.54)
Less : Tax Expense/Deferred Tax - -
Profit/(Loss) after Tax (PAT) (983.27) (707.54)
Other Comprehensive Income - -
Total Comprehensive Income (983.27) (707.54)

REVIEW OF OPERATIONS

After obtaining physical possession of the factory the Management carried out repairsand maintenance activities and started trail production in May 2019.

Further the Company has started its Commercial Production from October 2019. During theyear under review the turnover of the Company was 3946.45 which was nil during the lastyear. Company has not utilized its manufacturing capacity to its optimum level whichresulted in loss of Rs. 983.27 lakhs during the year. Further Management is activelyinvolved in trying to utilize the idle capacities available with the Company.

COVID 19

Covid 19 pandemic which rapidly turned into global crisis forced the government toenforce the lockdown the Country which had an effect on all economic activities in theCountry. To ensure safety of workmen employees and all stakeholders at large the Companytemporarily closed its Manufacturing and other operations since lockdown in March 2020.Further the Company had resumed partial

manufacturing operations from 4 June 2020 with limited workforce and subject toconditions as stipulated by Government from time to time.

MAJOR EVENTS OCCURRED DURING THE YEAR

There have been no material changes and commitments which affect the financialposition of the company which have occurred during the year and between the end of thefinancial year to which the financial statements relate and the date of this Report exceptCOVID - 19 pandemic which is discussed above.

SHARE CAPITAL

The Company's Authorized Share Capital as on 31st March 2020 stands at Rs.250000000/- and issued & paid up capital as on 31st March 2020 standsat 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.

NCLT by its order dt. 31-07-2018 approved Reduction of Face Value of Shares to Re. 0.50per Share from Re. 5 Per Share and further consolidation of face value of shares to Re. 5per share. Post consolidation paid up equity shares will reduce from 41169667 shares ofRs. 5/- each to 4116967 equity shares of Rs. 5/- each. It also involves extinguishmentof shares of previous Promoters and top 10 shareholders. However compliance / corporateactions of the same with CDSL NSDL ROC and Stock Exchanges were pending at the end ofthe March 2020. However the said corporate actions have been initiated in the month ofJuly 2020.

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review company was not required to transfer any amount as well asany shares to the Investor Education and Protection Fund (IEPF)

DIVIDEND:

In view of the losses the Board of Directors do not recommend any dividend for theyear.

RESERVES:

In view of the losses your Board of Directors has decided not to transfer any amountto the Reserves for the year under review.

LOANS GUARANTEE & INVESTMENTS:

The Company has not advanced any loans or provided guarantees or made investmentsduring the year under review.

DEPOSITS:

The Company has not accepted any deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 or under Chapter V of the Act.

LISTING OF SHARES

Presently Company's shares are listed and traded at the BSE Limited Mumbai (BSE) andNational Stock Exchange of India Mumbai (NSE). The Listing fees for the year2019-20 hasbeen paid. Due to liquidity issues company has not paid Annual Listing fee for 2020-21however Board of Directors hereby confirm that it will be paid soon.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mahaveer Bhandari was appointed as an Non executiveIndependent Director of the Company w.e.f. 31.05.2019.

Further Mr. Mahaveer Bhandari Mr. Amol Kanwade and Mr. Satish Murabatte resigned fromthe position of Independent Directors on 14.02.2020 24.02.2020 and 25.02.2020respectively.

Mr. Pruthveesh Shetti Mr. Siddhant Patil and Mr. Vijay Dhudharkar were appointed asadditional non executive directors in the category of Independent Directors 31.07.202031.07.2020 and 05.09.2020 respectively..

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 SEBI (LODR) Regulations entered into by the Company with stock exchanges in Indiais provided in the Report of Corporate Governance forming part of the Annual Report.

RELATED PARTY TRANSACTIONS:

There were no related party transactions during the year. Hence no disclosure isrequired to be given in form AOC 2.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have given declarations that they meet the criteria ofIndependence and have complied with the Code for Independent Directors prescribed inSchedule IV to the Act as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Further they also had confirm that they are not aware ofany circumstance or situation which exist or may be reasonably anticipated that couldimpair or impact their ability to discharge their duties with an objective independentjudgment and without any external influence and that they are independent of themanagement.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed policy for selection and appointment of Directors Senior Management and theirremuneration in pursuant to Section 178 of Companies act 2013 and Regulation 19 SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The remuneration givenis as per the remuneration policy framed.

Criteria for Determining the Qualifications for appointment of Directors (includingIndependent Directors)

i. Persons of eminence standing and knowledge with significant achievements inbusiness professions and/or public service;

ii. Their technical financial HR Legal or business literacy/skills i.e. knowledgeabout textile business;

iii. Their administrative experience;

iv. Other appropriate qualification/experience to meet the objectives of the Company;

v. As per the applicable provisions of Companies Act 2013 Rules made thereunder andas per provisions of SEBI( LODR) Regulations.2015 .

The Nomination and Remuneration Committee shall have discretion to consider and fix anyother criteria or norms for selection of the most suitable candidate/s.

Positive attributes of Directors (including Independent Directors):

a. Directors are to demonstrate integrity credibility trustworthiness ability tohandle conflict constructively and the willingness to address issues proactively;

b. Actively update their knowledge and skills with the latest developments in theinfrastructure industry market conditions and applicable legal provisions;

c. Willingness to devote sufficient time and attention to the Company's business anddischarge their responsibilities.

d. To assist in bringing independent judgment to bear on the Board's deliberationsespecially on issues of strategy performance risk management resources keyappointments and standards of conduct;

e. Ability to develop a good working relationship with other Board members andcontribute to the Board's working relationship with the senior management of the Company;

f. To act within their authority assist in protecting the legitimate interests of theCompany its shareholders and employees;

g. Independent Directors to meet the requirements of the Companies Act 2013 read withthe Rules made there under and as per provisions of SEBI( LODR) Regulations 2015 asamended from time to time.

Independence Review Procedures

- Annual Review

The director's independence for the independent director will be determined by theBoard on an annual basis upon the declaration made by such Director as per the provisionsof the Companies Act 2013 read with Rules thereon and as per provisions of SEBI( LODR)Regulations.2015

- Individual Director's Independence Determinations

If a director nominee is considered for appointment to the Board between Annual GeneralMeetings a determination of independence upon the recommendation of the Committee shallbe made by the Board prior to such appointment.

All determinations of independence shall be made on a case-by-case basis for eachdirector after consideration of all the relevant facts and circumstances and the standardsset forth herein. The Board reserves the right to determine that any director is notindependent even if he or she satisfies the criteria set forth by the provisions of theCompanies Act 2013 read with Rules thereon and as per provisions of SEBI( LODR)Regulations.2015

- Notice of Change of Independent Status

Each director has an affirmative obligation to inform the Board of any change incircumstances that may put his or her independence at issue.

a. Criteria for appointment of KMP/Senior Management -

i. To possess the required qualifications experience skills & expertise toeffectively discharge their duties and responsibilities;

ii. To practice and encourage professionalism and transparent working environment;

iii. To build teams and carry the team members along for achieving the goals/objectivesand corporate mission;

iv. To adhere strictly to code of conduct

b. Term -

The Term of the Directors including Managing / Whole time Director / IndependentDirector shall be governed as per the provisions of the Act and Rules made thereunder andthe Listing Regulations as amended from time to time. Whereas the term of the KMP (otherthan the Managing / Whole time Director) and Senior Management shall be governed by theprevailing HR policies of the Company.

c. Evaluation -

The Committee shall carry out evaluation of performance of every Director. TheCommittee shall identify evaluation criteria which will evaluate Directors based onknowledge to perform the role time and level of participation performance of dutieslevel of oversight professional conduct and independence. The appointment /re-appointment /continuation of Directors on the Board shall be subject to the outcome ofthe yearly evaluation process.

d. Removal -

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act Rules and Regulations thereunder and /or for any disciplinary reasons andsubject to such applicable Acts Rules and Regulations and the Company's prevailing HRpolicies the Committee may recommend to the Board with reasons recorded in writingremoval of a Director KMP or Senior Management.

e. Remuneration of Managing / Whole-time Director KMP and Senior Management

The remuneration / compensation / commission etc. as the case may be to the Managing/ Wholetime Director will be governed by the relevant provisions of the Companies Act2013 and applicable Rules and Regulations and will be determined by the Committee andrecommended to the Board for approval. The remuneration / compensation / commission etc.as the case may be shall be subject to the prior / post approval of the shareholders ofthe Company and Central Government wherever required. Further the Chairman &Managing Director of the Company is authorized to decide the remuneration of KMP (otherthan Managing / Wholetime Director) and Senior Management based on the standard marketpractice and prevailing HR policies of the Company.

f. Remuneration to Non-executive Directors (Including independent Director)

The remuneration / compensation / commission etc. as the case may be to the Managing/ Wholetime Director will be governed by the relevant provisions of the Companies Act2013 and applicable Rules and Regulations and will be determined by the Committee andrecommended to the Board for approval.

PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Act and Listing Regulations the Board has carriedout an annual evaluation of its own performance also performance of the Directorsindividually as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure and time schedule for the Performance Evaluation process for the Board itsCommittees and individual Directors including the Chairman of the Company.

For evaluating the Board as a whole views were sought from the Directors on variousaspects of the Board's functioning such as degree of fulfillment of key responsibilitiesBoard Structure and composition establishment delineation of responsibilities to variouscommittees effectiveness of Board processes information and functioning Board cultureand dynamics quality of relationship between the Board and the management.

Similarly views from the Directors were also sought on performance of individualDirectors covering various aspects such as attendance and contribution at theBoard/Committee Meetings and guidance/support to the management outside Board/CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement by allBoard members and promoting effective relationships and open communication communicatingeffectively with all stakeholders and motivating and providing guidance to the ExecutiveDirector.

Areas on which the Committees of the Board were assessed included degree of fulfillmentof key responsibilities adequacy of Committee composition effectiveness of meetingsCommittee dynamics and quality of relationship of the Committee with the Board and theManagement.

The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of the Board asa whole. The Nomination & Remuneration Committee also reviewed the performance of theBoard its Committees and of individual Directors.

The Chairman of the Board provided feedback to the Directors as appropriate.Significant highlights learning with respect to the evaluation were discussed at theBoard Meeting.

A MATRIX SETTING OUT THE SKILLS / EXPERTISE / COMPETENCE OF THE BOARD OF DIRECTORS ISAS UNDER

Name of the Director Category

Skills Expertise Competence of the Director

Technical Financial Administrative / HR Legal
Deepak Choudhari Chairman Promoter Executive Director s s s
Jitendrakumar chopra Promoter Executive Director s s s
Sharmiladevi Chopra Promoter Non Executive Director s
Siddhant patil Non Executive Independent Director s s s
Pruthveesh Shetti Non Executive Independent Director s s
Vijay Dudharkar Non Executive Independent Director s s s

Number of Meetings of the Board

During the year under review Eight meetings of the Board were held during the year.The detailed information regarding meetings of the Board held during the year is mentionedin the Corporate Governance Report which forms part to this report.

EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) and as provided under sub-section (3) of Section92 of the Companies Act 2013 an extract of the annual return in prescribed form MGT - 9has been posted on the website of the company i.e. www.girnarspintex.com.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is attached to the Directors Report asAnnexure 1. CORPORATE GOVERNANCE:

Corporate Governance report is provided separately in this annual report.

AUDITORS AND AUDITORS REPORT

(a) Statutory Auditor & Audit Report

In accordance with the provisions of Section 139 of the Companies Act 2013 at theAnnual General Meeting held on September 27 2018 M/s Sanjay Vhanbatte were appointed asStatutory Auditors of the Company for the period of 5 years commencing from the conclusionof 26th Annual General Meeting till the conclusion of 31st Annual General Meeting.

The requirement to place the matter relating to appointment of Auditors forratification by members at every Annual General Meeting was omitted vide notificationdated May 07 2018 issued by Ministry of Corporate Affairs. Accordingly no resolution isproposed for ratification of appointment of Auditors in the ensuing AGM of the Company.

Statutory Auditors i.e M/s Sanjay Vhanbatte have submitted Auditors' Report on theaccounts of the Company for the period ended 31st March 2020. With respect tostatutory auditors remark about impairment of losses management will comply with thesame. Further corporate actions as per NCLT order is in process and will be completed bythe end of March 312021.

(b) Cost Auditor:

The Companies (Cost Records and Audit Rules) 2014 is not applicable to the Company.

(c) Secretarial Auditor & Audit Report:

Pursuant to provisions of Section 204 of the Companies Act 2013 the Company hasappointed M/s. PPS and Associates Practicing Company Secretaries as Secretarial Auditorto carry out the secretarial audit for the financial year 2019-20..

The Secretarial Audit Report for the financial year ended March 31 2020 is annexedherewith marked as Annexure 2 to this Report.

Company has been recently taken over by the promoters. Since it was purchased under IBCCode there are huge post takeover formalities required to be complied with variousgovernment agencies banks etc. Since plant was not operating for last many years initialefforts of the management were focused at commencing the commercial production. Furtherdue to existing manpower tied up with post takeover formalities relating to commencementof commercial production there has been several non compliances on the part of thecompany.

(d) Internal Audit

Pursuant to provisions section 138 of Companies act 2013 read with Companies (Accounts)Rules 2014 the board on recommendation of Audit Committee appointed Thigale Utturkar andAssociates Chartered Accountants as the Internal Auditor of the Company. The Managementregularly reviews the findings of the Internal Auditor and takes effective steps toimplement suggestions of the Internal Auditor.

CORPORATE RESPONSIBILITY STATEMENT (CSR):

The Company is not required to spend any amount for CSR activities at present.

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 31stMarch 2020 the applicable accounting standards had been followed along with properexplanation relating 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 2020 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.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information as required under Section 134(3)(m) of The Companies Act 2013 readwith Rule 8(3) of The Companies (Accounts) Rules 2014 with respect to conservation ofenergy technology absorption and foreign exchange earnings and outgo is given below:

A. Conservation of energy:

The Company has been taking various steps and measures to improve efficiency in use ofenergy and optimize conservation of the energy by increasing the efficiency of rawmaterial inputs in power generation and by reducing/eliminating wastages and reducingconsumption of power and fuel.

LED tubes fitted to save the energy and also proper power banks introduced whenevernecessary. In spite Conservation of energy and improving the efficiency of existingresources is continuing processes and form an integral part of responsibilities ofdepartmental heads of the Company.

B. Technology absorption:

During the year under review the Company had purchased various new machineries. TheCompany has also replaced spares parts of old machineries to make it functional. Theresulted and helped company to start commercial production of yarn.

C. Foreign exchange earnings and Outgo:

Particulars Current Year Previous Year
In ' In USD In ' In USD
Foreign Exchange Earnings Nil Nil Nil Nil
Foreign Exchange Outgo Nil Nil Nil Nil

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 hosted on thewebsite of the Company.

During the year under review the Company has an Internal Complaint Committee asrequired under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and there were no compliant received during the year.

PERFORMANCE OF EMPLOYEES:

1) The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

Name of Director /KMP Designation Remuneration of Directors/KMP for the year ended 31st March 2020 (Rs) Ratio to median Remuneration % Increase in remuneration for the year ended 31st March 2020
Deepak Choudhari Director NIL NA NA
Jitendrakumar Chopra Managing Director NIL NA NA
Sharmiladevi Chopra Non Executive Director NIL NA NA
Amol Kanwade Independent director NIL NA NA
Satish Murabatte Independent director NIL NA NA
Mahaveer Bhandari Independent Director NIL NA NIL
Shreyans Choudhari CFO NIL NA NIL
Aniruddha Badkatte Company Secretary and Compliance Officer 241069 1.35 NIL

2) Details of the top ten employees of the Company in terms of remuneration drawn asrequired pursuant to 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules2014 :

Sr. No. Name of employee Designation Remuneration % of Equity Shares held in the Company
1 KShrikant Patil Unit Head 51000 0
2 Sachin Shete General Manager Production 85000 0
3 Suryakant Patil Electrical Engineer 40000 0
4 Raviraj Patil Maintenance Manager 40000 0
5 Sanjay Patil Production Manager 40000 0
6 Ajay Patil Production Manager 40000 0
7 Annasaheb Patil HR Manager 31000 0
8 Tatyaso Patil Winding Supervisor 25000 0
9 Aniruddha Badkatte Company Secretary 21000 0
10 Satappa M Borwadkar Accounts Incharge 20000 0

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

The Company does not have Subsidiary/Joint Ventures/Associate Companies.

RISK MANAGEMENT:

The Board of the Company has formed a Risk Management Committee in accordance with theprovisions of the Act and Regulation 17(9) of the Listing Regulations. The Committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the area of financial risks and controls.Policy to manage risk is also placed on the website of the Company. During the year riskanalysis and assessment was conducted and the details of the same are covered in theManagement Discussion and Analysis Report of the Company.

FAMILIARIZATION PROGRAMME:

Pursuant to Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 the Company has formulated a programme for familiarizing theIndependent Directors with the Company their roles rights responsibilities in theCompany nature of the industry in which the Company operates business model of theCompany etc. through various initiatives. Details of the Familiarization Programme of theIndependent Directors are available 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 hosted on thewebsite of the Company.

During the year under review the Company has an Internal Complaint Committee asrequired under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and there were no compliant received during the year

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review your Company has complied with all the applicablesecretarial standards. The same has also been confirmed by Secretarial Auditors of theCompany.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any equity shares lying in the demat suspenseaccount/unclaimed suspense account of the Company as on 31 March 2020. Hence disclosuresrequired under Part F of Schedule V of the Listing Regulations is not applicable

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

No significant orders were passed by any court.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers financial institutionsbusiness associates consultants customers suppliers contractors and various GovernmentAuthorities for their continued support extended to your Companies activities during theyear under review. Your Directors also acknowledge gratefully the shareholders for theirsupport and confidence reposed on the Company.

For & on behalf of the Board

Deepak Choudhari
Chairman
DIN:03175105
Place : Kolhapur
Date : 5 September 2020

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