Dear Member,
Your directors are pleased to present the 10th Directors Report of the
Company for the year ended March 31, 2023.
FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS
The financial highlights of the company are as follows:- (Rs. In lakhs)
| PARTICULARS |
2022-2023 |
2021-2022 |
| Turnover/Revenue |
194.59 |
752.22 |
| Gross Profit before financial charges & depreciation& exceptional items |
-85.21 |
191.67 |
| Less: Depreciation |
8.27 |
34.52 |
| Financial charges |
129.59 |
112.12 |
| Exceptional itemss |
724.46 |
86.25 |
| Profit / (Loss) before taxation |
501.39 |
131.28 |
| Tax expenses |
- |
- |
| Profit / (Loss) after taxation |
501.39 |
131.28 |
OPERATIONS
During the year under review the company achieved total turnover of Rs. 194.59 Lakhs
which is lower than that of the previous year. The operations in the year have ended with
a profit of Rs. 501.39 Lakhs as against profit of Rs. 131.28 Lakhs in previous year.
DIVIDEND
Keeping in view the future growth and expansion of company, The Board of Directors has
decided to retain profits. Hence does not recommend any dividend during the financial year
under review.
TRANSFER TO RESERVES
The Company has not proposed to transfer any amount to the general reserve for the year
ended March, 2023.
SHARE CAPITAL
There is no change in paid up Share Capital of the company during the year under review.
PUBLIC DEPOSITS
The Company has not accepted any deposits covered under Chapter V of the Companies Act,
2013 ("Act"). Accordingly, there is no disclosure or reporting required in
respect of details relating to deposits.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year, your company decided to carry its business activities in two business
segments i.e. textiles and real estate activities.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting financial position of the
company which have occurred between the end of the financial year of the company to which
financial statements relate and date of the report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not made any loan pursuant to the provisions of Section 186 of
Companies Act, 2013.
Corporate Guarantee given by Aananda Lakshmi Spinning Mills Limited, in favour of Kotak
Mahindra bank as security for repayment of financial facilities granted by the Bank to
Suryavanshi Spinning Mills Ltd of Rs. 800 Lakhs and to Sheshadri Industries Ltd of Rs.
1200 Lakhs.
OTHER MANAGEMENT POLICES
The following policies are placed in companys website at http://www.aanandalakshmi.com
Policy for determination of materiality
Policy on code of conduct
Policy on Code of Fair disclosure
RPT Policy
CORPORATE GOVERNANCE
The Companys paid-up equity share capital is less than Rs. 10 crores and net worth is
less than Rs. 25 crores as on the last day of the previous financial year. As such,
according to Regulation 15(2)(a) of the SEBI(Listing Obligations and Disclosure
Requirements) Regulations,2015, the compliances with respect to Corporate Governance
disclosures are not applicable to your Company. However, your Company strives to
incorporate the appropriate standards for Corporate Governance in the interest of the
stakeholders of the Company.
DEPOSITORY SYSTEM
Your Companys shares are tradable compulsorily in electronic form and your Company has
connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL)
and Central Depository Service (India) Limited (CDSL). As per the SEBI (Listing
Obligations & Disclosure Requirements) (Fourth Amendment) Regulations, 2018, vide
Gazette notification dated June 8, 2018 & 30th November, 2018 mandated that Share
transfer shall be mandatorily carried out in dematerialized form only w.e.f. from April 1,
2019. In view of the numerous advantages offered by the Depository System, members are
requested to avail the facility of Dematerialization of the Companys shares on either of
the Depositories mentioned as aforesaid.
LISTING AT STOCK EXCHANGE
The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
CHANGES IN DIRECTORS Retire by Rotation
Pursuant to provisions of the Companies Act, 2013, Mr. Devender Kumar Agarwal, Managing
Director will retire at this Annual General Meeting and being eligible, offers himself for
re-appointment, subject to the approval of shareholders at the forthcoming 10th AGM. For
reference of the shareholders, a brief profile of Mr. Devender Kumar Agarwal is given in
the Notice convening the 10th AGM.
Resignation of Director
Mr. Jeetender Kumar Agarwal resigned from the Company, from close of business hours on
June 16, 2022. The Board placed on record its appreciation for the work done by him during
his tenure.
DISQUALIFICATIONS OF DIRECTORS
None of the directors are disqualified under Section 164(2) of the Act. They are not
debarred from holding the office of Director pursuant to order of SEBI or any other
authority.
KEY MANAGERIAL PERSONNEL
As on 31st March, 2023, following are the Key Managerial Personnel of the Company: i.
Mr. Devender Kumar Agarwal- Managing Director & Chief Financial Officer ii. Ms. Ashu-
Company Secretary & Compliance Officer
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of your Company have given a declaration pursuant to Section
149(7) of the Companies Act, 2013 and Regulation 25(8) SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 affirming compliance to the criteria of
Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Based on the declaration(s) of Independent Directors, the Board of Directors recorded
its opinion that all Independent Directors are independent of the Management and have
fulfilled the conditions as specified in the Companies Act, 2013 and the Rules made there
under. Independent Directors are not liable to retire by rotation, in terms of Section
149(13) of the Act.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the
Board has carried out performance evaluation of its own performance, the Directors
(including the Chairman) individually, as well as the evaluation of the working of the
Committees. The performance evaluation process has been designed in such a manner which
helps to measure effectiveness of the entire Board, its Committees and Directors. Such
processes help in ensuring the overall performance of the Board and demonstrates a high
level of corporate governance standards. There are various key performance areas and
evaluation criteria which are measured and analysed during the performance evaluation
process.
NOMINATION AND REMUNERATION POLICY
The Board on the recommendation of the Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management and their
remuneration as required under Sec 178 of the Companies Act, 2013 and Regulation 19(4)
read with Schedule II of the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015.
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
The Company has formulated a familiarization program for Independent Directors to
provide insights into the Companys manufacturing, marketing, finance and other important
aspects to enable the Independent Directors to understand its business in depth and
contribute significantly to the Company. The details of such program are available on the
Companys website (www.aanandalakshmi.com)
BOARD AND THEIR COMMITTEES
COMPOSITION OF BOARD AND THEIR MEETINGS
As on 31st March, 2023, the board of Directors comprises of 4 (Four)
Directors of these, 1 (One) is Executive Director and 3 (Three) are Independent Directors.
The Chairman is an Executive Director.
The Board of Directors met eight (8) times during the financial year.The intervening
gap between the meetings was within the period prescribed under the Act and Listing
Regulations. Details of no. of board meeting and Directors attendance at Board meetings
given below:-
| Sr. No. |
Date of Board Meeting |
No. of Directors present at meeting |
| 1. |
30/05/2022 |
5 |
| 2. |
17/06/2022 |
4 |
| 3. |
21/07/2022 |
4 |
| 4. |
25/07/2022 |
4 |
| 5. |
13/08/2022 |
4 |
| 6. |
14/11/2022 |
4 |
| 7. |
18/11/2022 |
4 |
| 8. |
08/02/2023 |
4 |
Disclosure of relationships between directors inter-se:
There is no inter-se relationship between Board Members.
AUDIT COMMITTEE
As on March 31, 2023, the Audit Committee consisted of Mr.Devender Kumar Agarwal, Mr.
Uttam Gupta and Mr. Manish Gupta. All the recommendations made by the Audit Committee were
accepted by the Board.
The Committee met 5 (five) times during the financial year. Details of no. of Audit
Committee meeting and members attendance at meetings given below:-
| Sr.No. |
Date of Meeting |
No. of Members present at meeting |
| 1. |
30/05/2022 |
3 |
| 2. |
17/06/2022 |
3 |
| 3. |
13/08/2022 |
3 |
| 4. |
14/11/2022 |
3 |
| 5. |
08/02/2023 |
3 |
NOMINATION & REMUNERATION COMMITTEE
As on March 31, 2023, the Nomination & Remuneration Committee consisted of Mrs.
Sushma Gupta, Mr. Uttam Gupta and Mr. Manish Gupta. All the recommendations made by the
Committee were accepted by the Board. The Committee met 3 (three) times during the
financial year. Details of no. of Nomination & Remuneration Committee meeting and
members attendance at meetings given below:-
| Sr.No. |
Date of Meeting |
No. of Members present at meeting |
| 1. |
30/05/2022 |
3 |
| 2. |
13/08/2022 |
3 |
| 3. |
18/11/2022 |
3 |
STAKEHOLDERS RELATIONSHIP COMMITTEE
Your company has constituted a Stakeholders Relationship Committee to specifically
look into the mechanism of redressal of grievances of shareholders and other security
holders.
As on March 31, 2023, the Stakeholders Relationship Committee of the Board of
Directors consisted of Mr. Devender Kumar Agarwal, Mr. Uttam Gupta and Mr. Manish Gupta.
The Committee met four times during the financial year. Details of no. of Stakeholders
Relationship Committee meeting and members attendance at meetings given below:-
| Sr.No. |
Date of Meeting |
No. of Members present at meeting |
| 1. |
07/04/2022 |
3 |
| 2. |
12/07/2022 |
3 |
| 3. |
05/10/2022 |
3 |
| 4. |
17/01/2023 |
3 |
SEPARATE MEETING OF INDEPENDENT DIRECTOR
During the year under review, a separate meeting of Independent Directors was held on
08th February 2023 wherein the performance of Chairman, Board and Executive Directors was
evaluated and all Independent Directors were present at the meeting.
20
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Act, your Directors state that: a. Applicable
accounting standards have been followed in the preparation of the annual accounts; b.
Accounting policies have been selected and applied consistently. Judgments and estimates
made are reasonable and prudent, so as to give a true and fair view of the state of
affairs of the Company at the end of FY2023 and of the profit of the Company for that
period; c. Proper and sufficient care has been taken to maintain adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities d. Annual accounts
have been prepared on a going concern basis; e. Adequate internal financial controls for
the Company to follow have been laid down and these are operating effectively; and f.
Proper and adequate systems have been devised to ensure compliance with the provisions of
all applicable laws and these systems are operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEMS
The Company has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Companys policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of reliable
financial information.
The Company has in place adequate internal financial controls with reference to
financial statements. The Companys internal control systems, including internal financial
controls, are commensurate with the nature of its business and the size and complexity of
its operations and the same are adequate and operating effectively. These systems are
periodically tested and no reportable material weakness in the design or operation was
observed. The internal auditors of the company conduct audit on regular basis and the
Audit Committee reviews adequacy and effectiveness of the Companys internal control
system including internal financial controls.
RISK MANAGEMENT
The Company recognizes that risk is an integral and unavoidable component of business
and is committed to managing the risk in a proactive and efficient manner. The Company as
part of business strategy has in place a mechanism to identify, assess, monitor risks and
mitigate various risks with timely action.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arms length basis and were in the ordinary course of business. Your Company did not
enter into any material related party transactions with Promoters, Directors, Key
Managerial Personnel or other designated persons during the financial year under review.
Hence, the form AOC-2 is not required to be attached to this report separately
VIGIL MECHANISM/ WHISTLE-BLOWER
The Company has a ‘Whistle Blower Policy/‘Vigil Mechanism in place. The
objective of the Vigil Mechanism is to provide the employees, Directors, customers,
contractors and other stakeholders of the Company an impartial and fair avenue to raise
concerns and seek their redressal, in line with the Companys commitment to the highest
possible standards of ethical, moral and legal business conduct and fair dealings with all
its stakeholders and constituents and its commitment to open communication channels. The
Company is also committed to provide requisite safeguards for the protection of the
persons who raise such concerns from reprisals or victimization, for whistle blowing in
good faith. The Board of Directors affirms and confirms that no personnel have been denied
access to the Audit Committee. The Policy contains the provision for direct access to the
Chairman of the Audit Committee in appropriate or exceptional cases.
The Policy on vigil mechanism cum Whistle Blower may be accessed on the Companys
website at the link: https://www. aanandalakshmi.com there were no complaints received
during the year 2022-23.
STATUTORY AUDITORS
M/s K.S. Rao & Co., Chartered Accountants, Hyderabad (ICAI Firm Registration
No.003109S) were appointed as Statutory Auditorsin the AGM held on 29th September 2017 for
a period of 5 years until the conclusion of 9th AGM. The Company reappointed M/s K.S.Rao
& Co., Chartered Accountants as Statutory Auditor for second term of Five years in the
9th AGM held on 30th September 2022 until the conclusion of 14th AGM
of the company.
EXPLANATION TO AUDITORS QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS OR DISCLAIMERS
Following are the replies / clarifications in respect of the observations made by the
statutory auditor in their audit report.
1. The management would like to inform that the interest payable on statutory dues
would be verified with individual statutory authorities and all the provisions relating to
the same shall be made in the financial year 2022-23.
2. The management has agreed with the directors that keeping in mind the financial
position and future operations of the company, interest will not be provided on the
unsecured loans.
3. The management would like to inform that in an attempt to obtain confirmation from,
company has written and sent intimations to all the debtors and creditors, most of them
have not yet responded and hence the workings for financials have been completed as per
the available balances in the companys books.
4. Though company has not obtained any formal quotes from third parties but the company
based on the prevailing market prices has paid or received the payments with the
transactions carried out with related parties.
REPORTING OF FRAUD BY STATUTORY AUDITORS
There was no fraud in the Company, which was required to be reported by statutory
auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.
SECRETARIAL AUDITOR
During the year, the Company has appointed M/s Harikshit and Associates, Practicing
Company Secretaries as Secretarial Auditor in compliance with the provision of Section 204
of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, The Secretarial Audit report in form MR-3 for the
financial year ended 31st March 2023 is annexed herewith as Annexure I
to this Report. The Secretarial Audit Report does not contain any qualification or adverse
remark.
INTERNAL AUDITOR
In compliance with the provisions of Section 138 of the Act read with Rule 13(1)(a) of
Companies (Accounts) Rules, 2014. The Board of Directors of the Company has appointed M/s.
LANS & Co., Chartered Accountant as Internal Auditors to conduct Internal Audit of the
Company for the Financial Year 2023-24.
COST AUDITOR
The Company is not required to maintain cost records under Section 148(1) of the
Companies Act, 2013.
SECRETARIAL STANDARDS
The Company has complied with all the applicable Secretarial Standards issued by The
Institute of Company Secretaries of India and notified by the Central Government
SIGNIFICANT/ MATERIAL ORDERS PASSED BY COURTS/ REGULATORS/ TRIBUNALS
During the financial Year, no significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going concern status and Companys
operations in future.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013
The Company has in place a policy on Prevention of Sexual Harassment of Employees at
workplace in accordance with The Sexual harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Compliant Committee has been set to redress
complaints received regarding sexual harassment.
During the year under review, the Company has not received any complaints pertaining to
sexual harassment.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required pursuant to Section 197(12) of Companies Act, 2013 read with
Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of the employees of the Company, will be provided upon
request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the
members and others entitled thereto, excluding the information on employees particulars
which is available for inspection by the members at the Registered Office of the Company
during business hours on working days of the Company up to the date of the ensuing Annual
General Meeting. If any member is interested in obtaining a copy thereof, such member may
write to the Company Secretary in this regard.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo required to be given pursuant to the provisions of Section 134
of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 is annexed hereto
and marked Annexure II and forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements), 2015 is presented in a separate section forming part of the Annual Report
as Annexure – III.
ENVIRONMENT AND POLLUTION CONTROL
The manufacturing facility has obtained environmental clearance from the Pollution
Control Board concerned and is in compliance with all current environmental legislation.
As an integral part of its environment protection drive, the Company ensures the very
minimum quantity of generation of waste, low emission levels and low noise pollution
levels during operations of its manufacturing facility.
ANNUAL RETURN
The Annual Return of the Company as on March 31, 2023, in terms of the provisions of
Section 134(3)(a) of the Act, is available on the Companys website:www.aanandalakshmi.com
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
The Company has no subsidiaries, joint ventures or associate companies.
During the year under review the Company has not given loan to any employee for
purchase of its own shares as per section 67(3) (c) of Companies Act, 2013.
The Company has not issued shares under employees stock options scheme pursuant to
provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture)
Rules, 2014.
The Company has not issued sweat equity shares pursuant to provisions of Section 54
read with Rule 8 of Companies
(Share Capital and Debenture) Rules, 2014 & SEBI (issue of sweat equity)
Regulations, 2002 during the Financial Year.
The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI
(Listing Obligations & Disclosure
Requirements) Regulations, 2015, is not applicable to your Company for the financial
year ending March 31, 2022.
Details in respect of frauds reported by the Auditors under section 143(12) other than
those which are reportable to the Central Government, as there were no such frauds
reported by the Auditors.
There was no application made / proceeding pending under the Insolvency and Bankruptcy
Code, 2016.
During the financial year the company had settled the One time settlement with Union
Bank of India (formerly
Andhra Bank) by paying the outstanding amount on 30th June, 2022 and has also received
the No dues certificate to the effect.
ACKNOWLEDGMENT
Your directors place on record their sincere appreciation for the significant
contribution made by your Companys employees through their dedication, hard work and
commitment. The Board of Directors is pleased to place on record their appreciation for
the co-operation and support extended by All Financial Institutions, Banks and various
State and Central Government Agencies. The Board would also like to thank the Companys
shareholders, customers, suppliers for the support and the confidence which they have
reposed in the management.
By the order of Board of Directors Aanandalakshmi Spinning Mills Limited
Devender Kumar Agarwal Managing Director & CFO
DIN: 00042156
|
Manish Gupta |
| Date: 12.08.2023 |
Director |
| Place: Secunderabad |
DIN:00526638 |
+91-9892691696
