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Aditya Spinners

BSE: 521141|NSE: ADITYASPIN|ISIN: INE122D01026|SECTOR: Textiles - Spinning - Synthetic Blended
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Directors Report Year End : Mar '15    Mar 14
Dear Members,
 
 The Directors have pleasure in presenting the 23rd Annual Report of
 the Company together with the Audited Statements of Accounts for the
 year ended 31s March.  2D15.
 
 1) FIRANCIAL RESULTS: Rs. in Lakhs
 
 S.     Particulars                                 2014-15      2013-14
 No.
 
 01.     Grass Income                               4474.61      42D7.QB
 
 02.     Profit Before Interest and Depreciation     278.61       212.14
 
 03.     Finance Charges                              80.59        25.61
 
 04.     Gross Profit                                196.22       186.53
 
 05.     Provision for Depreciation                   E0.45        75.8B
 
 06.     NeE Profit before tax                       117 77        111.45
 
 07      Provision for tax                             0.55         1.05
 
 08.     Net profit after tax                        117.22       110.40
 
 (2) STATE OF COMPANY''S AFFAIRS :
 
 Duong the year under review, the Company had achieved a sales turnover
 of Rs 4474.61 lakhs during the current year as agauist Rs.42D7.Q8 lakhs
 made during the previous year For the year 2014-15. the company earned
 a net profit of Rs. 117.22 lakhs as ag ainst the net profit of Rs. 11Q
 .40 La khs made d u ri ng the
 previous year.
 
 (3) DIRECTORS AND KEY MANAGERIAL PERSONNEL :
 
 Details of directors as per Section 152 read with section 149 ofthe
 Companies Act, 2013 and particulars of key managerial personnel as per
 Section 203 ofthe Acl read with Clause49 ofthe Listing Agreement, the
 Board is duly constituted and is balanced During the year under review,
 Sri. R. Shiv Kumar, Executive Vice Chairman of the company will retire
 by rotation and being eligible, offers himself for re-appointment at
 the ensuing annual general meeting. Sri. P.  Ramamoorthy resigned from
 the office of Director and the Board placed on record iEs appreciation
 for his support and guidance dunng his tenure The company appointed key
 managerial personnel as required underthe Companies Act, 2913 and there
 is no change that took place during the year
 
 (4) DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to Section 134 (3) {C) of the Companies Acl, 2Q13, the
 Directors confirm that:
 
 (a) in the preparation of annual accounts, the applicable accounting
 siandards had been followed and there are no material departures from
 Ihe same.
 
 (b) the Director have selected such accounting policies and applied
 them consistently and made judgements and estimates that are reasonable
 and prudent so as to give a hue and fairview ofthe state of affaire of
 the company at the end of the financial year and the profit and toss of
 the company for that penod.
 
 {c) proper and sufficient care for the maintenance of adequate
 accounting records in accordance with the provisions of this Act for
 safeguarding the assets of the company and for preventing and detecting
 fraud and other irregularities
 
 {d) annual accounts were prepared on a going concern basis., and
 
 (e) directors had laid down internal financier controls to befbflowed by
 the company and that such internal financial controls are adequate and
 were operating effectively.
 
 f) the proper system was devised to ensure compliance with the
 provisions of all applicable faws and that such systems were adequate
 and operating effectively.
 
 (5} DECLARATION BY INDEPENDENT DIRECTORS :
 
 The Company has received necessary declaration from all the independent
 Directors under section M9(7) of the Companies Act. 2013 that they meet
 the criteria of indeoendeuce laid down in section 149-16 of the
 Companies Act, 2103 and Clause 49 of the Listing Agreement.
 
 f6} BOARD MEETINGS :
 
 The. Board met five times during Ihe year under review the deiaits of
 which are given in the Corporate Governance Report that forms part of
 this Report.
 
 (7} PO UCY ON Ot RECTORS1 APPOfNTME NT AN D REMU N ERATJON :
 
 The company''s policy lays down the criteria for determining
 qualifications, positive attributes, independence of a director and
 other matter as provided under sub-section (3) of Section 17B of the
 Companies Act, 2D13.
 
 The Current Policy is to have an aopropriate mix of executive and
 independent directors (o maintain the independence of the Board. The
 board consists of two executive directors and two non executive
 directors with two independent directors.  We affirm that the
 remunefafcon paid 6o the directors is as per the terms ''aid out in the
 nomination and remuneration policy of the company.
 
 {8} AUDIT COMMITTEE ;
 
 Pursuant to the provisions of section 177 of the Companies Ad, 2013,
 the company board constituted the audit committee with the following
 directors:
 
 (i) M Narasimha Rao. Independent Director as Chairman
 
 (ii) K.V. Prasad, independent Director
 
 iiiii K.V. NagalatiEha Non- Executive Director
 
 (9) AUDITORS :
 
 i a) Statutory Auditors: At the Annual General M seting held on 26*
 September. 2014, Mfe C. Ramachandram S. Co., Chartered Accountants were
 appointed as statutory auditors of the company to hold office till the
 conclusion of Ihe Annual Genera Meeting to be held in the calenoar year
 2017 In terms of ihe first proviso to Section 139 of the Companies Act,
 2013, the appointment of the auditors shall be placed for ratification
 al every Annual General Meeting.  Accordingly, Mfs C. Ramachandram &
 Co.. Chartered Accountants as statutory auditors of the company, is
 placed for ratification by the shareholders. In this regard, the
 Company has received a certificate from the auditors to the effect that
 it they are reappointed, it would be in accordance with the provisions
 of Bectaon 141 of the Companies Act, 2D13.
 
 b) Cost Auditors1 Nageswararao & Co.. Cost Accountants are the Cost
 Aud-tors appointed by the company Board for auditing the cost accounts
 of the company for the year ended 31.03.2014 and the cost audit report
 for the year 2013-14 was tiled.
 
 (c  Secretariat Auditor K. Swamy &. Co., Company Secretaries are the
 Secretarial Auditors appointed by the board of directors of the company
 for the year 2D14-15 and the Report is attached to this Directors''
 Report vide Annexure- ? R-1.
 
 (10) VIGIL MECHANISM''
 
 Pursuant to the provisions of section 1T7{9) & (ID) of the Companies
 AcL 2fl 13 read with clause 49 of the Listing Agreement. 8 Vigil
 Mechanism for directors and employees to report genuine concerns has
 been established. The company has nor denied access to any personnel to
 approach the management on any issue.
 
 (11) LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 166 :
 
 No Loans, Guarantees and Investments covered under the provisions of
 Section 186 of the Companies Act 2013 are made by the Company
 
 (12) CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :
 
 Pursuant to the provisions of Section 134(3)(h) read with Rule8(2) of
 the Companies (Accounts) Rules, 2014. there were no materially
 significant retateo party transactions with the Company''s Promoters.
 Directors, Management or their relatives, which could have had a
 potential conflict with the interests of the Company. Your Directors
 draw attention of the members to note 23 lo the financial statement
 which sets out related party disclosures.
 
 (13 REMUNERATION OF DIRECTORS. KMF''S AND EMPLOYEES :
 
 The information required pursuant to Section 197 of the Companies Act,
 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration
 of Managing Personnel) Rutes. 20T4 and Companies (Particulars of
 Employees) Rules, 1975, m respect of employees of the Company and
 Director is given in a separate annexure to tors Report vide
 Annexure-DR- 6: Particulars of employees as per the Rule-5(2) of The
 Companies (Appointment ana Remuneration of Managerial Personnel) Rules.
 2014, are not applicable as there is no employee who was in receipt of
 remuneration in excess of the limits specified.
 
 (14) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 Information required under section 134(3)(ni) of Ihe Companies Act. 2D
 13 read with Rule 8 of the Companies (Accounts) Rutes, 2014, is given m
 the Annexure- DR-2 to this report.
 
 (15) RISK MANAGEMENT POLICY:
 
 The Company has been addressing various risks impacting the Company and
 the policy of the Company on risk managentent is set out hn the
 Management Discussion and Analysis which forms past of this report
 
 (16) BOARD EVALUATION:
 
 The evaluation of all the directors and Ihe Board as a whole was
 conducted based on the criteria and framework adopted by the Board. The
 evaluation process has been explained in the Corporate governance report
 section in this Annual Report The Board approved the evaluation results
 as collated by the nomination and remuneration committee.
 
 None of the independent directors are due for re-appointment.
 
 (17 EXTRACT OF ANNUAL RETURN:
 
 In accordance with the provisions of Section 134(3)(a) of the Companies
 Act 2013 The details forming part of the extract of the Annual Return
 in Form MGT-9 is annexed herewrth as Annevure-DR-3.
 
 (18) MANAGE WENT DISCUS SION AND AN ALYSTS REPORT:
 
 As required under Clause-49 of the Listing Agreement a statement on the
 Management Discussion and Analysis Report is attached to this Report
 vide An nexu re-DR-4.
 
 (19 CORPORATE GOVERNANCE REPORT :
 
 Pursuant to the claused49 oFthe Listing Agreement the company complied
 with the guidelines and a statement on the corporate governance repon
 for the year 2D 14-15 is attached vide Annexure-DR-5.
 
 (20) GENERAL:
 
 Your Directors state that no disclosure or reporting is required in
 respect of the fbflowing items as they are nol applicable there were no
 Transaction on these itents during the year under review.
 
 1.  Delate relating to deposits covered under Chapter-V of the Act
 
 2.  No significant or material orders were passed by the Regulators or
 courts or tribunal which impact the going concern status and the
 companies operations in future.
 
 3.  No cases were filed pursuant to th e sexual harassment of women at
 workplace {prevention, prohibition and reduresal) Act, 2013.
 
 4.  Dividend recommended by the Board.
 
 5.  issue of Equity shares with differential rights as to D ividend,
 voting or otherwise
 
 6.  Issue of shares to Employees of the Company under any revenue.
 
 7.  Corporates Social Responsibility Policy.
 
 ACKNOWLEDGEMENT;
 
 Your Directors take this opportunity to express their sincere
 appreciation for The co-operation received from the various departments
 of the Government, Bankers, Suppiiers, Customers and Shareholders
 
 The Directors alsowish to place on record their appreciation forthe
 committed services by the company''s Executives, staff and workers.
 
                                         For and on behalf of the Board
 
                                           N. KRISHNA MOHAN CHAIRMAN
 
 Place: Hyderabad
 Date : 29-05-2015                                K VUAY KUMAR
                                                Managing Director
 
 
 
 
 
 
Source : Dion Global Solutions Limited
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