Aditya Spinners Ltd Directors Report

To The Members

Your Directors have pleasure in presenting the 32^nd Annual Report of the company together with the Audited statement of Accounts for the year ended 31^st March 2024.

FINANCIAL RESULTS:

SL.NO PARTICULARS	2023-24	2022-23
01 Gross Income	6291.82	6947.87
02 Finance Charges	162.47	164.09
03 Provision for Depreciation	258.54	228.10
04 Net Profit before Tax	186.67	384.15
05 Provision for Tax	1.17	163.18
06 Net Profit after Tax	185.50	220.97
07 Total Comprehensive Income	206.34	1767.83

STATE OF COMPANYS AFFAIRS:

During the year under review, the Company had achieved a sales turnover of Rs 6125.75 lakhs as against Rs 6889.37 lakhs made during the previous year. For the year 2023-24 the company earned a net profit after Tax of Rs 185.50 Lakhs as against the net profit after Tax of Rs. 220.97 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 K Vijay Kumar (DIN: 00769568) & Sri K Sriram (DIN: 05103429), Directors retired by rotation and being eligible were reappointed.

Sri R Siva Kumar (DIN: 01791576) and Smt. K V Naga Lalitha (DIN: 02223430), Directors are subject to retirement by rotation at the ensuing Annual General Meeting and being eligible offered themselves for re-appointment and the same is placed before the members for approval.

The members have approved the continuation of directorship of Sri R Siva Kumar (DIN: 01791576), Non-Executive Director on attainment of age of 75 years of age.

There are no other changes to the composition of the Board.

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 6^th day of September 2022, M/s T Mohan & Associates, Chartered Accountants were re-appointed 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. 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 2023-24 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 8^th June, 2018 & 30^th November, 2018 mandated that Share transfer shall be mandatorily carried out in dematerialized form only w.e.f. from 1^st 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, 2024 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 is 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, 2024 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 2023-24 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 31^st March 2024 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: 27.05.2024