To The Members
Your Directors have pleasure in presenting the 31st Annual Report of the
company together with the Audited statement of Accounts for the year ended 31st
March 2023.
FINANCIAL RESULTS:
(Rs. in Lakhs)
| SL.NO |
PARTICULARS |
2022-23 |
2021-22 |
| 01 |
Gross Income |
6947.87 |
6443.40 |
| 02 |
Finance Charges |
164.09 |
180.12 |
| 03 |
Provision for Depreciation |
228.10 |
202.08 |
| 04 |
Net Profit before Tax |
384.15 |
348.01 |
| 05 |
Provision for Tax |
(17.44) |
7.67 |
| 06 |
Net Profit after Tax |
401.59 |
340.34 |
| 07 |
Total Comprehensive Income |
1948.45 |
316.11 |
STATE OF COMPANYS AFFAIRS:
During the year under review, the Company had achieved a sales turnover of Rs 6889.37
lakhs as against Rs 6401.00 lakhs made during the previous year. For the year 2022-23 the
company earned a net profit after Tax of Rs 401.59 lakhs (Includes Deferred Tax income of
Rs. 17.44 lakhs) as against the net profit after Tax of Rs. 340.34 lakhs made during the
previous year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Act and Articles of Association of the Company
the Board is duly constituted. During the financial year under review, Sri R Siva Kumar
(DIN: 01791576) and Smt K V Naga Lalitha (DIN: 02223430), Directors retired by rotation
and being eligible were reappointed.
Sri Vijayulu Reddy Kaliki (DIN: 03154329), who was appointed as an Additional Director
(Independent Category) w.e.f. 9th November, 2021 was regularised in the
previous Annual general Meeting.
Sri N Gopal has been on the Board for one term of 5 years as an Independent Director
and ceased to be Director on completion of first term at the 30th Annual
General Meeting held on 6th September, 2022. He was then re-appointed as an
Additional Director to act as an Independent Director for a period of 5 (Five) years
effective from 29th November, 2022 by Board and subsequently
regularized/approved by the members by way of Postal Ballot.
Sri K Vijay Kumar (DIN: 00769568) & Sri K Sriram (DIN:05103429), Directors are
subject to retirement by rotation at the ensuing Annual General Meeting and being eligible
offered themselves for reappointment and the same is placed before the members for
approval.
Sri. Venkatasubba Rao has resigned as the Company Secretary & Compliance Officer of
the Company w.e.f 15.07.2022. Consequently, the Board at its meeting held on 6th
August, 2022 has appointed Ms. Priyanka Baldewa as the Company Secretary & Compliance
Officer u/s 203 of the Companies Act, 2013 w.e.f 06.08.2022.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to section 134(3) (c) of the Companies Act, 2013, the Directors confirm that:
In the preparation of Annual Accounts, the applicable Indian accounting standards had
been followed and there are no material departures from the same. The Directors have
selected such accounting policies and applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give true and fair view of the state of
affairs of the company at the end of the financial year and the profit and loss of the
company for that period. 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.
Annual accounts were prepared on a going concern basis., and Directors had laid down
internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively. The proper system was devised to
ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received the necessary declaration from all Independent Directors under
section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid
down in section 149(6) of the Companies Act, 2013.
BOARD MEETINGS:
The Board met four times during the year under review and the particulars of meeting
held and attended by each Director are detailed in the Corporate Governance Report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Companys policy lays down the criteria for determining qualifications, positive
attributes, Independence of a director and other matter as provided under sub-section (s)
of section 178 of the Companies Act, 2013.
The current policy is to have an appropriate mix of executive and Independent Directors
to maintain the independence of the Board in terms of the provisions of Section 178 of the
Companies Act, 2013. The Board consists of one Executive Director and four Non-Executive,
Non-Independent Directors in addition to four independent Directors as on the closure of
financial year. We affirm that the remuneration paid to the directors is as per the terms
laid out in the nomination and remuneration policy of the Company.
AUDIT COMMITTEE:
Pursuant to the provisions of Section 177 of the Companies Act, 2013 the Company
constituted the Audit Committee with the following directors. Sri K. Vijayulu Reddy,
Independent Director & Chairman. Sri K. V. Prasad, Independent Director Smt K V Naga
Lalitha, Non-Executive Director.
AUDITORS:
Statutory Auditors: At the 30th Annual General Meeting held on 6th day of
September 2022, M/s T Mohan & Associates (formerly Known as Lakshmi & Associates),
Chartered Accountants were reappointed as Statutory Auditors of the Company to hold office
for a period of five consecutive years commencing from the financial year 2022-23. In this
regard, the Company has received a certificate from the auditors to the effect that if
they are reappointed, it would be in accordance with the provisions of section 141 of the
Companies Act, 2013. Their term expires at the ensuing Annual General Meeting and their
re-appointment is placed for approval of members at ensuing Annual General Meeting.
Secretarial Auditors: M/s Puttaparthi Jagannatham & Co., Company Secretaries,
Hyderabad, are the Secretarial Auditors appointed by the Board of Directors of the Company
for the year 2022-23 and the report is attached to this Directors Report vide ANNEXURE-1.
VIGIL MECHANISM:
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a
Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Company has not denied access to any personnel to approach the management
on any issue.
LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186:
Details of Loans, Guarantees and investments covered under the provisions of section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All transactions with related parties were in the ordinary course and arms length
basis. There are no material transactions; hence disclosure under Form AOC-2 is not
required.
PARTICULARS OF EMPLOYEES AS PER THE RULE-5(2) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULE, 2014.
There is no employee who was in receipt of remuneration in excess of the limits
specified.
The information required pursuant to section 197 of the of the Companies Act, 2013 read
with Rule 5(1) of the companies (Appointment and Remuneration of Managing personnel)
Rules, 2014 and companies (particulars of employees) Rules, 1975, in respect of employees
of the company and Director is given in a separate annexure to this report vide
ANNEXURE-2.
CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information required under section 134(3) (m) of the of the Companies Act, 2013 read
with Rule 8 of the companies (Accounts) Rules, 2014 is given in ANNEXURE-3.
RISK MANAGEMENT POLICY:
The Company has been addressing various risks impacting the company and the policy of
the Company on risk management is set out in the Management Discussion and Analysis which
forms part of this report.
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 8th June, 2018 & 30th November, 2018
mandated that Share transfer shall be mandatorily carried out in dematerialized form only
w.e.f. from 1st April, 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.
BOARD EVALUATION:
The evaluation of all the directors and the 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 reappointment.
ANNUAL RETURN:
The Annual Return of the company has been placed at the website of the company and can
be accessed at http://adityaspinners.net/
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under the Listing Regulations a statement on the Management Discussion and
Analysis Report is attached to this Report vide ANNEXURE-4.
CORPORATE GOVERNANCE REPORT:
Your Company has taken adequate steps to adhere to all the stipulations laid down in 27
of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. A report
on the Corporate Governance is included as a part of this report. Certificate from the
Secretarial Auditors of the company M/s. Puttaparthi Jagannatham & Co, Company
Secretaries, Hyderabad, confirming the compliance with the conditions of Corporate
Governance as stipulated under above regulations is included as parts of this report vide
ANNEXURE-5.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
The aforementioned clause is not applicable to the Company during the financial year
ended as on 31st March, 2023 as the Company has not taken any loan from the banks or
financial institutions under the above-mentioned scheme and accordingly there is no
instance of one time settlement.
Your Directors state that no disclosure or reporting is required in respect of the
following items as they are not apprised there were no transactions on these items during
the year under review.
Details relating to deposits covered under chapter 5 of the Act.
No significant or material orders were passed by the Regulators or courts or tribunal
which impact two going concern status and the companys operations in future. There are no
such instances of frauds reported by Auditors under Section 143(12) and hence the
reporting clause is not applicable to the Company. No cases were filed pursuant to the
sexual harassment of women at workplace (prevention, prohibition and Redressal) Act, 2013
as per the internal complaints committee (ICC). No Dividend was recommended by the Board.
Your Directors do not propose to carry any amount to General Reserve Account. No Issue of
equity shares with differential rights as to Dividend, voting or otherwise. No Issue of
shares to employees of the company under any revenue. Corporate social responsibility
policy not applicable for the year under report. 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 The Company has maintained cost records under
Section 148(1) of the Companies Act, 2013. However, Cost Audit is not applicable 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, 2023 There is no change in the nature of
the business of the company during the year under report. There were no such companies
which have come or ceased to be the companys subsidiaries, joint ventures or associate
companies during the year. There were no significant material events occurred between the
closure of the books of accounts for the year 2022-23 and the date of this report. The
company has adequate internal financial controls system over financial reporting and such
internal financial controls over financial reporting were operating effectively as at 31st
March 2023 based on the internal controls over financial reporting. During the period
under review, there was no application made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016
ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their sincere appreciation for the
support and cooperation received from the various departments of the Government, Bankers,
suppliers, customers and shareholders. The Directors also wish to place on record, their
appreciation for the committed services of the companys employees. For and on behalf of
the board For ADITYA SPINNERS LIMITED
|
Sd/- |
Sd/- |
|
K Vijay Kumar |
K Sriram |
|
Managing Director |
Director |
|
DIN: 00769568 |
DIN: 05103429 |
| Place: Hyderabad |
|
|
| Date: 26.05.2023 |
|
|
+91-9892691696
