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Aditya Spinners Ltd.

BSE: 521141 | NSE: ADITYASPIN | Series: | ISIN: INE122D01026 | SECTOR: Textiles - Spinning - Synthetic Blended

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Feb 27, 16:00
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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2006

Director’s Report

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

Director’s Report