BOARD OF DIRECTORS N. KRISHNA MOHAN Chairman R. SHIV … › bseplus › AnnualReport › ... · 2....

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BOARD OF DIRECTORS

N. KRISHNA MOHAN Chairman

R. SHIV KUMAR Executive Vice Chairman

K. VIJAY KUMAR Managing Director

K. V. NAGALALITHA Director

M. NARASIMHA RAO Director - Independent

K. V. PRASAD Director - Independent

CHIEF FINANCIAL OFFICERP. Ramamoorthy

COMPANY SECRETARY & COMPLIANCE OFFICERP. Rajendra Babu

AUDITORS REGISTRAR & SHARE TRANSFER AGENTSC.Ramachandram & Co, M/s Venture Capital & Corporate Chartered Accountants Investments Pvt. Limited,3-6-237,Unit 606, 12-10-134, (MIG-134), 2nd FloorLingapur la builde complexHimayath Nagar, Hyderabad. Hyderabad - 500 038. T.G.

Tel : 040-23818475/76, Fax:040-23868024Email ID : [email protected]

ADMINISTRATIVE OFFICE6-3-668/10/66

Durganagar Colony, PunjaguttaHyderabad -500082.

Tel : 040-23404708, Email : [email protected] : www.adityaspinners.net

FACTORY & REGD. OFFICEPerindesam Village, K.V.B. Puram Mandal

Near Srikalahasti, Chittoor Dist A.P.India - 517643

Bharath Nagar

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Notice is hereby given that the 25th Annual General Meeting of the members of

Aditya Spinners Limited will be held on Friday, the 22nd day of September, 2017 at

10.00 A.M. at Registered Office of the Company located at Perindesam Village, KVB Puram

Mandal, Near Srikalahasti, Chittoor District, Andhra Pradesh-517643, to transact the following

business

ORDINARY BUSINESS:

1. To receive consider and adopt the Audited Financial Statements of the Company for the

Financial year ended 31 March 2017 together with the Reports of the Board of Directors st

and Auditors thereon.

2. To appoint a Director in place of Sri N Krishna Mohan, Director, (DIN:00698772) Who retires

by rotation and being eligible offers himself for reappointment.

3. To Appoint Statutory Auditors & Fix their Remuneration and in this regard, to consider and if

thought fit, to pass the following resolution as on ordinary resolution :

“RESOLVED THAT pursuant to Section 139 and 142 and other applicable provisions of the

Companies Act, 2013 and Rules as amended to date, pursuant to recommendation of the

Audit Committee of the Company and pursuant to the proposal of the Audit Committee of

the Board and Recommendation of the Board, M/s. Lakshmi & Associates, Chartered

Accountants (ICAI Firm Registration Number: 012482S) be and is hereby appointed as the

Statutory Auditors of the Company, to hold office for a period of five consecutive years

commencing from the Financial Year 2017-18 i.e. from the conclusion of this 25 Annual th

General Meeting till the conclusion of the 30 Annual General Meeting of the Company to be th

held in the year 2022, subject to ratification by the Members at every Annual General

meeting hereafter, on a remuneration that may be determined by the Board in consultation

with the auditors.”

SPECIAL BUSINESS:

4. APPOINTMENT OF MR. K. SRIRAM AS DIRECTOR LIABLE TO RETIRE BY ROTATION:

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

“Resolved that pursuant to the provisions of Section 149, 150 and 152 read with Schedule

iV and all other applicable provisions of the Companies Act, 2013 read with the Companies

(Appointment and Qualification of Directors) Rules, 2014, SEBI Listing Regulations, 2015

and Articles of Association of the Company, Mr. K. Sriram who was appointed as an

Additional Director pursuant to the provisions of Section 161 of the Companies Act, 2013

and the Articles of Association of the Company and who holds office up to the date of this

Annual General Meeting and in respect of whom the company has received a notice in

writing under Section 160 of the Companies Act, 2013 from a member proposing his

candidature for the office of Director of the company liable to retire by rotation.”

5. APPOINTMENT OF MR. K. SRIRAM AS EXECUTIVE DIRECTOR OF THE COMPANY :

To consider and if thought fit, to pass with or without modification, the following resolution as

a Special Resolution:

NOTICE

By Order of the Board For ADITYA SPINNERS LIMITED

Place : HyderabadDate : 14.08.2017 K VIJAY KUMAR

Managing Director

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“RESOLVED THAT pursuant to the provisions of section 196, 197 and 198 of the

Companies Act, 2013 read with Part-II of Section-II to the Schedule-V of the said Act,

pursuant to the remuneration approved by the Nomination and Remuneration Committee

and pursuant to the Articles of Association of the Company, the consent and approval of the

Company be and is hereby accorded for the appointment of Sri. K. Sriram, as the

Executive Director of the company for a period of three years w.e.f. 14.08.2017 with a

remuneration of not more than Rs.2,50,000/-(Rupees Two Lakhs Fifty Thousand only) per

month during the said tenure.”

6 . APPOINTMENT OF MR. NEMANI GOPAL AS DIRECTOR :


“Resolved that pursuant to the provisions of Section 149, 150 and 152 read with Schedule

iV and all other applicable provisions of the Companies Act, 2013 read with the Companies

(Appointment and Qualification of Directors) Rules, 2014, SEBI Listing Regulations, 2015

and Articles of Association of the Company, Mr. Nemani Gopal, who was appointed as an

Additional Director pursuant to the provisions of Section 161 of the Companies Act, 2013

and the Articles of Association of the Company and who holds office up to the date of this

Annual General Meeting.

7. APPOINTMENT OF MR. NEMANI GOPAL AS INDEPENDENT DIRECTOR NOT LIABLE

TO RETIRE BY ROTATION:


“Resolved that pursuant to the provisions of section 149(6) and 152 and other applicable

provisions of the Companies Act, 2013 and the rules made thereunder, read with Schedule

IV to the Companies Act, 2013, Sri. Nemani Gopal, be and is hereby appointed as an

Independent Director of the Company, not liable to retire by rotation, to hold office for a term thof 5(five) consecutive years up to the conclusion of the 30 Annual General Meeting of the

Company.”

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NOTES :

1. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 relating

to Special Business to be transacted at the Annual General Meeting is annexed hereto.

2. A Member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead

of himself and the proxy need not be a Member. Proxies in order to be valid must be received

by the Company not less than 48 hours before the Commencement of the Meeting.

3. A person can act as proxy for only 50 members and holding in aggregate not more than 10

percent of the total Share Capital of the Company carrying voting rights Members holding

more than 10 percent of the total share capital of the Company carrying voting rights may

appoints a single person as proxy and such person shall not act as proxy for any other

Person of Shareholder.

4. Corporate member intending to send their authorised representative to attend the AGM are

requested to send a duly certified copy of their board resolution authorising their

representative to attend and vote at the AGM.

5. Member / Proxies / Authorised Representative should bring the enclosed Attendance Slip,

duly filled in, for attending the Meeting. Copies of the Annual Report or Attendance Slips will

not be distributed at the Meeting.

6. The Register of Members and Share Transfer Books of the Company shall remain closed on

Thursday the 21st day of September, 2017 for the purpose of the Annual General Meeting.

7. The Securities Exchange Board of India (SEBI) has mandated the submission of

Permanent Account Number (PAN) by every participant in the securities market, members

holding shares in electronic form are, therefore, requested to submit their PAN to the

Depository Participants with whom they maintain their demat accounts, Members holding

shares in physical form should submit their PAN to the Company / Registrar.

8. Pursuant to Section 72 of the Companies Act, 2013, members holding shares in physical

form are advised to file nominations in the prescribed Form SH-13 with the Company's

share transfer agent. In respect of shares held in electronic / demat form, the members may

please contact their respective depository participant.

9. Notices/ documents including the Annual Report are now being sent by electronic mode to

the shareholders whose e-mail address has been registered with the Company. Members

who would like to receive such notices/documents in electronic mode in lieu of physical

copy and who have not registered their e-mail addresses so far or who would like to update

their e-mail addresses already registered, are requested to register/update their e-mail

address.

- In respect of electronic shareholding – through their respective Depository Participants.

- In respect of physical shareholding – by sending a request to the Company's Share

Transfer Agent at M/s Venture Capital & Corporate Investments Limited, 12-10-167,

(MIG-134), 2 Floor, Bharatnagar Colony, Hyderabad-500018, Tel No.040-23818475/76, nd

Email ID: , mentioning therein the Company's name i.e., [email protected]

Aditya Spinners Limited, their folio number and e-mail address.

mailto:[email protected]

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10. The Annual Report 2016-17 as circulated to the members of the Company is also

available on the website of the Company net.www.adityaspinners.

11 . Voting Options:-

I. VOTING THROUGH ELECTRONIC MEANS

The instructions for shareholders voting electronically are as under:

(I) The voting period begins on Tuesday, the 19 day of September, 2017 at 10.00 th

a.m. and ends on Thursday, the 21st day of September, 2017 at 5.00 p.m. During

this period shareholders' of the Company, holding shares either in physical form or

in dematerialised form, as on the cut-off date of September, 2017, may cast their th15

vote electronically, the e-voting module shall be disabled by CDSL for voting

thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on Shareholders.

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number

registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

http://www.sampreltd.com

https://www.evotingindia.com




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(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant <Company Name> on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii) If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system

(xviii) Note for Non – Individual Shareholders and Custodians

Ÿ Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

Ÿ A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

Ÿ After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

Ÿ The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

Ÿ A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.




http://www.evotingindia.com


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(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evot ing ind ia .com, under he lp sec t ion or wr i te an emai l to [email protected].

II. VOTING THROUGH BALLOT :-

The company is providing the facility of ballot form in terms of Regulation 44(1) and (2) of

the Listing Regulations, 2015, to those shareholders, who do not have access to e-voting

facility to send their assent or dissent in writing in respect of the resolutions as set out in this

Notice. The Ballot form is enclosed along with the Annual Report. The last date for

receiving the duly filled and signed ballot form will be Thursday, the 21st day of September,

2017 at 5.00 p.m. Ballot forms received after this date shall not be considered.

III. VOTING AT AGM :-

The members who have not cast their votes either electronically or through Ballot Form,

can exercise their voting rights at the AGM.

Other Instructions

1. A member can opt for only one mode of voting i.e. either in person or through proxy at the

meeting or through e-voting or by ballot. If a member casts vote by all the three modes, then

voting done through e-voting shall prevail and voting through other modes shall be treated

as invalid.

2. The Company has appointed M/s. K. Swamy& Co., Practicing Company Secretary, to act

as the Scrutinizer. The Scrutinizer shall first count the votes cast at the meeting, thereafter

unblock the votes cast through remote e-voting in the present of at lest two witnesses not in

the employment of the company and make, not later than three (3) days of conclusion of

the meeting, a consolidated scrutinizer report of the total votes cast in favour or against, if

any, to the Chairman or a person authorised by him in writing who shall countersign the

same.

3. The Chairman or a person authorised by him in writing shall declare the result of the voting

forthwith. The results declared along with the report of the scrutinizer shall be placed on the

website of the company immediately after the result is declared by the Chairman and the

company shall simultaneously forward the results to the concerned stock exchange where

its equity shares are listed.

12. The Register of Directors' and Key Managerial Personnel and their shareholding

maintained under Section 170 of the Companies Act, 2013, the Register of contracts or

arrangements in which the Directors are interested under Section 189 of the Companies

Act, 2013 will be available for inspection at the AGM.

13. Members desiring any information relating to the accounts are requested to write to the

Company well in advance so as to enable the management to keep the information ready.

14. Details of reappointment of director retired by rotation as per the item No.2 of the Notice of

the meeting are furnished in a separate annexure to the notice as required under Listing

Regulations.





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EXPLANATORY STATEMENT TO THE NOTICE UNDER SECTION 102(1):

Item No. 4 and 5 of the Notice:

The Board of Directors of the company at their meeting held on 14.08.2017 have approved the

appointment of Mr.. K. Sriram as the Additional Director of the company with effect from that

date and also appointed him as Executive Director with effect from 14.08.2017 for term of three

years with a monthly remuneration of Rs.2,50,000/- pursuant to the provisions of section 196,

197 and 198 of the Companies Act, 2013 read with Part-II of Section-II to the Schedule-V of the

said Act and also pursuant to the remuneration approved by the Nomination and Remuneration

Committee and pursuant to the Articles of Association of the company. The board

recommends for the consent and approval of the members of the company for the appointment

of Mr. K. Sriram as Director of the Company and also as the Executive Director of the

Company for a period of three years w.e.f. 14.08.2017 with a remuneration of not more than

Rs.2,50,000/-(Rupees Two Lakhs Fifty Thousand only) per month during the said tenure.

Your Directors recommend the resolution for approval.

None of the Directors, Key Managerial Personnel and their Relatives thereof is concerned or

interested in the above resolution except Sri N Krishna Mohan, Smt. KV.Nagalalitha, and

Sri. K. Vijay Kumar.

Item No.6 and 7 of the Notice:

The board of directors of the Company appointed Sri. Nemani Gopal as Additional Director at its

meeting held on 14.08.2017 who holds office till the conclusion of the ensuing annual general

meeting of the Company. The Company Board recommends for his appointment as director at

the ensuing Annual General Meeting and in respect of whom the Company has received a

notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his

candidature for the office of Director of the Company liable to retire by rotation.

The Company board further recommended to appoint Sri. Nemani Gopal as Independent

Director of the Company for a period of five years from the conclusion of the ensuing Annual

General Meeting and accordingly, the Board recommended his candidature as Independent

Director of the Company for approval of the shareholders to hold office till the conclusion of the th30 Annual General Meeting pursuant to the provisions of Section 149(6) of the Companies Act,

2013 and the Rules made thereunder.

None of the directors of the Company is interested or concerned in the resolution.


Place : Hyderabad,Date : 14.08.2017 K VIJAY KUMAR

Managing Director

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DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING

(Pursuant to Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations,

2015, the brief profile of Directors eligible for re-appointment vide item no. 2 is as follows:)

Name of the Director N KRISHNA MOHAN

Date of Birth 01/07/1940

Nationality INDIAN

Date of Appointment on the Board 28/09/2011

Qualifications Commerce Graduate, Professional Qualifications viz., ACMA and ACS

Expertise in specific functional area He has about more than four decades of experience in the management of the affairs of the company.

Number of shares held in the company

Nil

List of the directorships held in other companies

1. M/s Sri Chakra Cement Limited

2. M/s Envean Leasing and Investments Limited

3. M/s South India Cements Limited

4. M/s Krishnarama Industrial Investment Limited

5. M/s Saketh IT Solutions Private Limited

6. M/s Jitharam Finance and investments Limited

7. Sri Narasimha Cements and Power Limited

Chairman / Member in the committees of the Boards of companies in which he is Director

Nil

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DIRECTORS' REPORT

To The Members

thYour Directors have pleasure in presenting the 25 Annual Report of the Company together with stthe Audited Statements of Accounts for the year ended 31 March, 2017.

(1) FINANCIAL RESULTS: (Rs. In Lakhs)

(2) State of Company's Affairs :

During the year under review, the Company had achieved a sales turnover of Rs 5452.76

lakhs as against Rs.4739.83 lakhs made during the previous year. For the year 2016-17, the

company earned a net profit of Rs.68.76 lakhs as against the net profit of Rs.126.03 lakhs

made during the previous year.

(3) DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Details of directors as per Section 152 read with section 149 of the Companies Act, 2013 and

particulars of key managerial personnel as per Section 203 of the Act read with the Listing

Regulations, the Board is duly constituted and balanced as required under the Companies

Act, 2013 and the Listing Agreement. During the year under review, Sri. N. Krishna Mohan,

Director of the company will retire by rotation and being eligible, offers himself for

reappointment at the ensuing annual general meeting. Smt. K. V. Nagalalitha resigned as

Executive Director and continued to be as Director of the company. Mr. K. Sriram was

appointed as Additional Director of the company and the board recommended for his

appointment as director at the ensuing annual general meeting. The Board appointed

Mr. K. Sriram as Executive Director of the company subject to the approval of the

shareholders at the ensuing annual general meeting.

(4) DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (C) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of annual accounts, the applicable accounting standards had been

followed and there are no material departures from the same.

(b) 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 a

true and fairview 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.

Sl.No. Particulars 2016-17 2015-16

01. Gross Income 5452.76 4739.83

02. Profit Before Interest and Depreciation 390.98 329.40

03. Finance Charges 168.83 89.23

04. Gross Profit 222.15 240.17

05. Provision for Depreciation 139.44 108.57

06. Net Profit before tax 82.71 131.60

07. Provision for tax 13.95 5.57

08. Net profit after tax 68.76 126.03

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(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 financial controls to be followed 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 laws 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 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.

(6) BOARD MEETINGS:

The Board met four times during the year under review the details of which are given in the

Corporate Governance Report that forms part of this Report.

(7) POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

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

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. The board

consists of three executive directors and one non executive directors with two independent

directors. 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.

(8) AUDIT COMMITTEE:

Pursuant to the provisions of section 177 of the Companies Act, 2013, the company board

constituted the audit committee with the following directors:

(I) Sri. M. Narasimha Rao, Independent Director as Chairman

(ii) Sri. K.V. Prasad, Independent Director

(iii) Smt. K.V. Nagalalitha, Non- Executive Director

(9) AUDITORS:st(a) Statutory Auditors: At the Annual General Meeting held on 21 day of September, 2016,

M/s C. Ramachandram & Co., Chartered Accountants were appointed as statutory

auditors of the company to hold office till the conclusion of the Annual General Meeting

to be held in the calendar year 2017 and thereby they would be completing their term of

office and being not eligible for reappointment. In terms of the second proviso to

Section 139 of the Companies Act, 2013, the appointment of the new auditors viz.,

M/s. Lakshmi & Associates for a term of five years shall be placed for approval of the

shareholders at the ensuing Annual General Meeting subject to ratification at every

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subsequent annual general meeting of the shareholders of the company. Accordingly,

M/s. Lakshmi & Associates, Chartered Accountants as statutory auditors of the

company, is placed for approval by the shareholders. 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.

(b) Secretarial Auditor: K. Swamy & Co., Company Secretaries are the Secretarial

Auditors appointed by the board of directors of the company for the year 2016-17 and

the Report is attached to this Directors' Report vide Annexure-1.

(10) 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.

(11) 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.

(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 related 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. Form for Disclosure of particulars of

contracts/arrangements entered into by the company with related parties referred to in sub

section (1) of section 188 of the Companies Act, 2013 including certain arms length

transaction under third proviso is given under Annexure-2

(13) REMUNERATION OF DIRECTORS, KMP'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) 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-3:

Particulars of employees as per the Rule-5(2) of The Companies (Appointment and

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)(m) of the Companies Act, 2013 read with Rule 8 of

the Companies (Accounts) Rules, 2014, is given in the Annexure-4 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 management is set out in the Management Discussion and Analysis

which forms part of this report.

(16) 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 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 herewith as

Annexure-5.

(18) 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-6.

(19) CORPORATE GOVERNANCE REPORT :

Your Company has taken adequate steps to adhere to all the stipulations laid down in 27 of

the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. A report on

Corporate Governance is included as a part of this Annual Report. Certificate from the

Statutory Auditors of the company M/s. C Ramachandram and Co., Chartered Accountants,

confirming the compliance with the conditions of Corporate Governance as stipulated under

above regulation is included as a part of this report vide Annexure-7.

Your Directors state that no disclosure or reporting is required in respect of the following items

as they are not apprised there were no transaction on these items during the year under

review:

1. Details relating to deposits covered under chapter 5 of the Act.

2. No significant or material orders were passed by the Regulators or courts or tribunal

which impact two going concern status and the companies operations in future.

3. No cases were filed pursuant to the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013.

4. No Dividend was recommended by the Board.

5. Issue of Equity shares with differential rights as to Dividend, voting or otherwise.

6. Issue of shares to Employees of the Company under any revenue.

7. Corporates Social Responsibility policy not applicable for the year under report.

8. There is no change in the nature of business of the company during the year under

report.

9. there were no such companies which have come or ceased to be the company's

Subsidiaries, joint ventures or associate companies during the year.

10. there were no significant material events occurred between the closure of the books of

account for the year 2016-17 and the date of this report.

11. The company has adequate internal financial controls system over financial reporting

and such internal financial controls over financial reporting were operating effectively as stat 31 March, 2017 based on the internal controls over financial reporting.

13

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ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere appreciation for the affiliate and co-

operation 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 by the

company's Executives, staff and workers.


Place : Hyderabad,Date : 14.08.2017 K VIJAY KUMAR

Managing Director

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ANNEXURE –1

Secretarial Audit Report[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

STFOR THE FINANCIAL YEAR ENDED 31 MARCH, 2017

To The Members ofM/s Aditya Spinners Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and

the adherence to good corporate governance practice by M/s Aditya Spinners Limited (hereinafter

called “the Company”). Secretarial Audit was conducted in manner that provided us a reasonable

basis for evaluating the corporate conducts / statutory compliances and expressing our opinion

thereon.

Based on our verification of the Company's Books, Papers, Minutes Books, Forms and Returns

filed and other Records maintained by the Company and also the information provided by the

Company, its officers, agents and authorised representatives during the conduct of secretarial

audit, we hereby report that in our opinion, the Company has, during the financial year st stcommencing from 1 April, 2016 and ended 31 March, 2017, complied with the statutory

provisions listed hereunder and also that the Company has proper Board process and compliance

mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. We have examined the books, papers, minute books, forms and returns filed and other

records maintained by M/s Aditya Spinners Limited (“The Company”) for the financial year stended on 31 March, 2017, according to the provisions of:

I. The Companies Act, 2013 (the Act) and the Rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made

thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the Rules and Regulations made

thereunder to the extent of Foreign Direct Investment(FDI) and Overseas Direct

Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under The Securities and

Exchange Board of India Act, 1992 ('SEBI Act'):-

a. The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015;

b. The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011

2. Provisions of the following Regulations and Guidelines prescribed under the Securities and

Exchange Board of India Act, 1992 ('SEBI Act') were not applicable to the Company under the

financial year under report:-

16

I. The Securities and Exchange Board of India(Issue of Capital and Disclosures

Requirements) Regulations, 2009;

ii. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,

2009; and

iii. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

iv. The Securities and Exchange Board of India (Registrars to a Issue and Share Transfer

Agents) Regulations, 1993, regarding the Companies Act and dealing with client;

v. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008

vi. The Securities and Exchange Board of India (Share Based Employee Benefits)

Guidelines, 2014;

3. We have also examined compliances with the applicable clauses of the following:

I. Secretarial Standards issued by the Institute of Company Secretaries of India under the

provisions of Companies Act, 1956; and

ii. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

iii. Applicable laws specifically to the company:

(a) National Textile Policy, 2000, (b) The Textile Committee Act, 1963 (c) The Textile

Undertakings Act, 1995 (d) Textiles (Development and Regulation) Oder, 2001.

4. During the financial year under report, the Company has complied with the provisions of the

Acts to the extent applicable and the Rules, Regulations, Guidelines, Standards, etc.,

mentioned above subject to the following observations:

DURING THE PERIOD UNDER REORT, IT IS OBSERVED THAT:

(a) As per the information and explanations provided by the company, its officers, agents

and authorized representatives during the conduct of secretarial audit, we report that the

provisions of the Foreign Exchange Management Act, 1999 and the Rules and

Regulations made thereunder to the extent of:

(I) External Commercial Borrowings were not attracted to the Company under the

financial year under report;

(ii) Foreign Direct Investment (FDI) were not attracted to the company under the

financial year under report;

(iii) Overseas Direct Investment by Residents in Joint Venture/ Wholly Owned

Subsidiary abroad were not attracted to the company under the financial year

under report.

(b) As per the information and explanations provided by the company, its officers, agents

and authorized representatives during the conduct of secretarial audit, we report that the

Company has not made any GDRs/ADRs or any Commercial Instrument under the

financial year under Report.

5. We have relied on the information and representation made by the Company and its Officers

for systems and mechanism formed by the Company for compliances under other applicable

Acts, Laws and Regulations to the Company as stated under para-3 above.

17

6. We further report that:

(a) The Board of Directors of the Company is duly constituted with proper balance of

Executive Directors, Non-Executive Directors and Independent Directors. The changes

in the composition of the Board of Directors that took place during the year under review

were carried out in compliance with the provisions of the Companies Act, 2013.

(b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and

detailed notes on agenda were sent at least seven days in advance, and a system exists

for seeking and obtaining further information and clarifications on the agenda items

before the meeting and for meaningful participation of the meeting.

(c ) Majority decision is carried through while the dissenting members' views, if any, are

captured and recorded as part of the minutes.

7. We further report that there are adequate systems and processes in the Company with the

size and operation of the Company to monitor and ensure compliance with applicable laws,

rules, regulations and guidelines.

For K. SWAMY AND CO., Company Secretaries Place : Secunderabad,

thDate : 14 August, 2017.

(K. SWAMY) M.No. F3743 CP.No. 2013

(This Report is to be read with our letter of even date which forms an integral part of this Report)

18

To,The MembersAditya Spinners LimitedHyderabad.

Our Secretarial Audit Report of even date is to be read along with this letter.

1. REPORT ON THE SECRETARIAL AUDIT:(a) We have audited the statutory and company secretarial books, papers, minutes books,

forms and returns and other records maintained by M/s Aditya Spinners Limited (the stCompany) for the year ended 31 March, 2017 pursuant to the various Acts, Rules,

Regulations and Guidelines applicable to the company as specified in our Report accompanying this letter.

2. MANAGEMENT'S RESPONSIBILITY:(b) The Company's Management is the responsible to maintain and keep various statutory

and secretarial books, records and registers as stated under the provisions of Section 85(1), 88(1), 94(1), 118(1), 119(1), 128(1) to 128 (5), 170(1), 186(9) and (10), 189(1) and 190 (1) of the Companies Act, 2013 and the relevant Rules made thereunder and further in accordance with the Secretarial Standards issued by the Institute of Company Secretaries of India as notified under the Companies Act, 2013. It is the responsibility of the management of the company to ensure proper compliance with the provisions of all applicable laws, rules, guidelines and regulations.

3. AUDITOR'S RESPONSIBILITY:© ) We have followed the audit practices and processes as were appropriate to obtain

reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

(d) Our Responsibility is to express an opinion on these Secretarial records, standards and procedure followed by the company with respect to the secretarial compliances.

(e) We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

(f) Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

(g) We believe that audit evidence and information provided by the company's management is adequate and appropriate for us to provide a basis for our opinion.

4. DISCLAIMER: (h) The accompanying Secretarial Audit Report is neither an assurance as to the futures

viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Place : Secunderabad,thDate : 14 August, 2017.

For K. Swamy and Co.,Company Secretaries

(K. Swamy)ProprietorFCS No.: 3743CP No.2013

19

Annexure-2FORM NO. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with

related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including

certain arms length transaction under third proviso is given below :

1. Details of contracts or arrangements or transactions not at Arm's length basis :

2. Contracts / arrangements entered into by the company with the related parties referred to in

Sub-section (1) of the Section 188 of the Companies Act, 2013 which were at arms' length

basis: NIL

20

ANNEXURE-3

Statement of Disclosure of Remuneration under section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014.

I. Ratio of remuneration of each Executive Director to the median remuneration of the

Employees of the company for the financial year 2016-17, the percentage increase in

remuneration of Chief Executive Officer, Chief Financial Officer and other Executive Director

and Company Secretary during the financial year 2016-17.

Note:

a) The Non-Executive Directors of the Company are entitled for sitting fee and commission

as per the statutory provisions and within the limits approved by the shareholders. The

details of remuneration of Non-Executive Directors are provided in the Corporate

Governance Report and is governed by the Differential Remuneration Policy as detailed

in the said report. the ratio of remuneration and percentage increase for Non-Executive

Directors Remuneration is therefore not considered for the purpose above.

b) Percentage increase in remuneration indicates annual target total compensation

increases, as approved by the Nomination and Remuneration committee of the

Company during the financial year 2016-17.

c) Employees for the purpose above includes all employees excluding employees

governed under collective bargaining.

ii. The percentage increase in the median remuneration of Employees for the financial year

was 10%stiii. The company has 260 permanent Employees on the rolls of Company as on 31 March,

2017.

iv. Relationship between average increase in remuneration and company's performance:

Every year, the salary increase for the Company are decided on the basis of a bench marking

exercise that is undertaken with similar profile organisations. The final salary increases

given are a function of Company's market competitiveness in this comparator group as well

as overall business affordability. During the year, similar approach was followed to establish

the remuneration increases to the Employees Variable compensation is an integral part of

our total reward package and is directly linked to an individual performance rating and

business performance. Salary increase during the year was in line with Company's

performance as well as pre Company's market competitiveness.

1:1.3

1:1.3

21

v. Comparison of the remuneration of the Key Managerial Personnel against the performance

of the Company:

In line with Company's reward philosophy, merit increase and annual bonus pay-outs of its

Employees including Key Managerial Personnel are directly linked to individual

performance as well as that of the business. Given the superior business performance and

the performance rating of the Key Managerial Personnel, appropriate reward by way of merit

increase or variable pay have been awarded to the Key managerial Personnel for the current

year. This was duly reviewed and approved by the Nomination and Remuneration

Committee of the Company. stvi. The Market Capitalisation of the Company as on 31 March, 2017 was Rs. 1496 lakhs as

stcompared to Rs.1356 lakhs on 31 March, 2016.

vii. Average percentage increase made in the salaries of Employees other than the managerial

personnel in the financial year was 10% whereas the increase in the managerial personnel

remuneration was NIL the average increases every year is an outcome of Company's

market competitiveness as against its peer group companies.

viii. The key parameters for any variable component of remuneration:

Package for all Employees including Executive Directors, Annual Bonus is directly linked to

an individual performance rating and business performance. At the start of the year, every

Employee (including Executive Directors), have key targets assigned for the year in addition

to their job fundamentals. These are drawn from the organisational strategic plan and are

then reviewed for consistency and stretch, Business targets are a combination of goals such

as Underlying Volume Growth, Underlying Sales Growth, Core Operating Margin etc.

ix. The ratio of the remuneration of the highest and Director to that of the Employees who are

not Directors but receive remuneration in excess of the highest paid Director during the year

is not applicable.

x. It is hereby affirmed that the remuneration paid during the year is as per the Remuneration

Policy of the Company.

22

ANNEXURE –4

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO ETC.

Information conservation of Energy, Technology absorption, Foreign Exchange earnings and

outgo required to be disclosed under section 134 (3)(m) of the Companies Act, 2013 read with

Rule 8 of the Companies (Accounts) Rules, 2014, are given in the Annexure B to this report.

I. Conservation of Energy:

I. Energy Conservation Measures taken regular energy audits are being internally

conducted and efforts to improve the DG sets performance and being undertaken with

help of suitable additives.

ii. Additional investment and proposals, if any, being implemented for reduction in

consumption of energy:- Nil-

iii. Impact of measures of (a) and (b) above for reduction in energy consumption and

consequent impact on the cost of production of goods: Being studied.

iv. Total energy consumption and energy consumption per unit of production as per Form

A of the Annexure to the Rules in respect of industries specified in the schedule

thereto:

FORM – A

II. TECHNOLOGY ABSORPTION:

Efforts made to Technology absorption as per Form B of the Annexure to the Rules:

III. FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL

Particulars Current Year

ended 31.03.2017 Previous Year

ended 31.03.2016

A. Power and Fuel Consumption: Electric ity:

a) Purchases (Units in Lakhs) 136.58 128.10 Total Amount (Rs. In Lakhs) 850.28 822.21

Rate per Unit in (Rs.) 6.22 6.42 b) Own Captive Generation: - -

i. Through Diesel Generator (Units in lacks)

- -

Unit per litre of diesel - - Cost/Unit (Rs.) - -

i i. Through steam Turbian/Generator - -

Unit (Nos) - -

Units per Ltr. of Fuel Oil - - Gas - - Cost/Unit (Rs.) - -

B. Consumption per unit of production: Yarn production (in MTS.) 2198.57 1833.33

Energy consumption (KWH) per kg. of yarn 6.21 6.99

23

ANNEXURE –5

EXTRACT OF ANNUAL RETURNFORM MGT 9

(Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Company (Management & Administration) Rules, 2014)

Financial Year ended on 31.03.2017

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the company

shall be stated

SI. No Name & Description of main

products/services

NIC Code of the

Product / Service

% to total

turnover of the

Company

1. Synthetic Yarn products 17303 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES: NIL

26

(iii) CHANGE IN PROMOTERS' SHAREHOLDING (SPECIFY IF THERE IS NO CHANGE):

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters &

Holders of GDRs & ADRs):

27

(v) Shareholding of Directors and Key Managerial Personnel:

V. INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accrued but not due

for payment

28

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (A) Remuneration to Managing Director, Whole-time Director and/or Manager:

(B) Remuneration to Key Managerial Personnel other than MD/WTD:

29

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

For and on behalf the Board

Place : Hyderabad N . Krishna Mohan K. Vijay Kumar Date : 14.08.2017 Chairman Managing Director

30

ANNEXURE - 6

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Textile Industry is one of the oldest Industry in the country and plays a important role in

the country's economy in terms of Industrial Production, Employment and foreign exchange

earnings. The Textile Industry has achieved a good growth in last two decades in terms of

installed spindles and yarn production and India's installed spindles were expanded to 50

million as on January, 2015, accounting for 20 per cent of world's spindleage. This could

happen due to buoyant domestic and international demand, conducive Government

Policies. Indian Textile sector contributes to 4% to the country's Gross Domestic Product

(GDP), accounting for 14% of Industrial Production, 17% to the country's exports and also

employs about 3.5 crores workers directly. In addition, this industry provides indirect

employment to large number of workforce and also helps to develop many related ancillaries

which generates further employment. It is the second largest employment provider after the

agricultural sector.

The Indian Textile Industry faced a difficult period from April 2007 to December 2009 due to

global recession and economic conditions leading to a sharp fall in consumer demand for

textile products. However, the markets became buoyant during 2010-11 on account of strong

export and domestic demand arising from favourable demographic factor and rapid changes

in the lifestyle of consumers.

It is hoped that textile industry may perform better in the years to come provided the raw

material prices are stable. In addition, the continuation of TUF Scheme till 31-03-2017 and

higher realization on exports due to stable Government and stability of the Rupee. These

are favourable indicators for the reasonable growth of textile industry in the country.

MARKETING :

India is a large supplier of yarn in world market. Due to recession from 2009 in global markets,

volume and value of export have come down significantly. Your Company is also constantly

focussing its efforts to cater to high end users. The company has got excellent relations with

all its customers which have been dealing with the Company over the years, by adhering to

quality standards, delivery schedules and competitive prices. The demand in domestic as

well as export market is improving gradually.

2. STRENGTHS, OPPORTUNITIES, WEAKNESS AND THREATS:

STRENGTH:

- Continuous raw material availability that help industry to control costs and reduce the lead

times across the operation.

- Availability of Skilled Manpower provides competitive advantage to industry.

- Large and diversified segments in this industry that provide wide variety of products

OPPORTUNITIES:

- The cultural diversity and rich heritage of the country offers good inspiration base for

designs and thus ensuing value addition in the proud range.

31

- Natural demand drivers including rising income levels, increasing urbanisation and

growth of the purchasing population drive domestic demand.

WEAKNESSES:

- Large domestic market, enabling manufacturers to spread out risks.

- Fragmented Industry restricts the scope of enlarging base and emergence as global

leaders.

- Lack of desirable levels of Technological Development affect the productivity and other

activities in whole value chain.

- Continuous Quality Improvement is need of the hour as there are different demand

patterns all over the world.

THREATS:

- There has been an increase in seasons per year which has resulted in shortening of the

fashion cycle.

- Change in Government policies may affect the industry.

3. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE:

The company is mainly engaged in the business of manufacturer of blended yarn and

accordingly this is the only Single Reportable Segment.

4. OUTLOOK:

The Company continuous to be an important player in the field of blended yarn in medium and

fined count segment with specialised products. There are good prospects for increasing

exports of yarn to European Countries. The company is making all efforts to explore new

markets apart from current markets.

5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Management has put in place effective Internal Control Systems to provide reasonable

assurance for:

Ÿ Safeguarding Assets and their usage.

Ÿ Maintenance of Proper Accounting Records and

Ÿ Adequacy and Reliability of the information used for carrying on Business Operations.

Key elements of the Internal Control Systems are as follows:

(I) Existence of Authority Manuals and periodical updating of the same for all Functions.

(ii) Existence of clearly defined organisational structure and authority.

(iii) Existence of corporate policies for Financial Reporting and Accounting.

(iv) Existence of Management information system updated from time to time as may be

required.

(v) Existence of Annual Budgets and Long Term Business Plans.

(vi) Existence of Internal Audit System.

(vii) Periodical review of opportunities and risk factors depending on the Global / Domestic

32

Scenario and to undertake measures as may be necessary.

The Audit Committee is regularly reviewing the Internal Audit Reports for the auditing carried out

in All the key areas of the operations. Additionally the Audit Committee approves all the audit

plans and reports for significant issues raised by the Internal and External Auditors. Regular

reports on the business development, future plans and projections are given to the Board of

Directors. Internal Audit Reports are regularly circulated for perusal of Senior Management for

appropriate action as required.

Nominal foreseeable risks of the Company's assets are adequately covered by comprehensive

insurance. Risk assessments, inspections and safety audits are carried out periodically.

6. FINANCIAL AND OPERATIONAL PERFORMANCE:

Please refer Director's Report on performance review.

7. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS:

The Company has constituted an Internal Complaint Committee (ICC) in pursuant to the

provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013 for prevention, prohibition and Redressal of complaints / grievances

on sexual harassment of women at work places.

The Company continued the welfare activities for the employees, which include Medical

Care, Group Insurance, and Canteen Facility. To enrich the skills of employees and enrich

their experience, the Company arranges Practical Training Courses by Internal and External

Faculty.

8. CAUTIONARY STATEMENT:

Statements made in this report describing the Company's projections, estimates,

expectations or predictions may be 'forward looking predictions within the meaning of

applicable securities laws and regulations. Actual results may differ from such estimates,

projections, etc. whether expressed or implied. Factors which would make a significant

difference to the Company's operations include availability of quality raw materials, market

prices in the domestic and overseas markets, changes in Govt. Regulations and tax laws,

economic conditions affecting demand/ supplies and other environmental factors over which

the Company does not have any control.


Place : Hyderabad N. Krishna Mohan K. Vijay Kumar Date : 14.08.2017 Chairman Managing Director

33

ANNEXURE - 7REPORT ON CORPORATE GOVERNANCE

In accordance with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 on Corporate Governance, your Company is complying with the guidelines.

The report for current year is as follows:

1. COMPANYS' PHILOSOPHY:

The company's policies, practices and philosophy adopted since inception are in line with

Corporate Governance. These policies, practices are required periodically to ensure its

effective compliance. The composition of company board is well balanced with a view to

manage the affairs of the company efficiently and professionally. The management believes

that corporate growth, goals, transparency and enhanced shareholder value are to be

achieved only through good corporate governance.

2. BOARD OF DIRECTORS:

The Board of Directors of the Company have an optimum combination of Executive, Non-

Executive and Independent Directors, who have in-depth of business knowledge of

business, in addition to the expertise in their areas of specialisation . The Board of the

Company comprises six Directors that includes one Women Director.st(I) The composition and category of Directors as on 31 March, 2017 are follows:

(ii) Number and date of board meetings held and attendance of each Director at the

Board Meetings and at the last AGM:

During the year 2016-17 the Board met four times held on 19.05.2016, 22.07.2016,

04.11.2016 and 13.02.2017. The following table shows details of Directors attendance at

the board meeting and at the last annual general meeting, number of membership held

by the directors in the board committees of various other companies.

(iii) Particulars of Directorships of other Companies

Name of the Director No. of Board Meetings

attended Last AGM attended

Yes/No Sri. N. Krishna Mohan 04 No

Sri. R. Shiv Kumar 04 Yes Sri. K. Vijay Kumar 04 Yes

Smt. K. V. Nagalalitha 03 No Sri. K. V. Prasad 04 No

Sri. M. Narasimha Rao 04 Yes

Category

Name of Director

Designation

Non promoter Director Sri. N. Krishna Mohan Chairman

Promoter and Executive Directors

Smt. K. V.Nagalalitha Executive Director

Sri. R. Shiv Kumar Executive Vice Chairman

Sri. K. Vijay Kumar Managing Director

Independent and Non-Executive Director

Sri. K. V. Prasad Director

Sri. M. Narasimha Rao Director

34

OTHER DIRECTORSHIPS

(iv) No. of other Board Committees they are members/Chairman:

3. INDEPENDENT DIRECTORS:

(a) Confirmation and Declarations:

The Company has complied with the definition of Independence as per Regulation 16

of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and

according to the Provisions of section 149(6) Companies Act, 2013. The company has

also obtained declarations from all the Independent Directors pursuant to section 149

(7) of the Companies Act, 2013.

(b) Training of Independent directors:

Whenever new Non-executive and Independent Directors are inducted in the Board

they are introduced to our Company's culture through appropriate orientation session

and they are also introduced to our organisation structure, our business, constitution,

board procedures, our major risks and management strategy.

© Performance Evaluation of non-executive and Independent Directors

The Board evaluates the performance of Non-executive and Independent Directors

every year. All the Non-executive and Independent Directors are eminent personalities

having wide experience in the field of business, industry and administration. Their

presence on the Board is advantageous and fruitful in taking business decisions.

35

(d) Separate Meeting of the Independent Directors:st The Independent Directors held a meeting on 31 March, 2017, without the attendance

of Non-Independent Directors and members of Management. All the Independent

Directors were present at the meeting. The following issues were discussed in detail:

1) Renewed the performance of non-Independent directors and the Board as a

whole.

2) Reviewed the performance of the Chairperson of the Company, taking into

account the views of Executive Directors and Non-Executive Directors.

3) Assessed the quality, quantity and timeliness of flow of information between the

Company Management and the Board that is necessary for the Board to

effectively and reasonably perform their duties.

4. AUDIT COMMITTEE:

i) Terms of reference:

The Audit Committee reviews the audit reports submitted by the Internal Auditors and

Statutory Auditors, financial results, effectiveness of internal audit processes and the

Company's risk management strategy. It reviews the Company's established systems

and the Committee is governed by a Charter which is in line with the regulatory

requirements mandated by the Companies Act, 2013 and Regulation 18 read with Part

C of Schedule II of Listing Regulations, 2015.

ii) Composition:

The Audit Committee of the Company consists of two Independent Directors and one

Non- Executive Director . The Chairman of the Audit committee is financially literate

and majority of them having accounting or related financial management experience.

Representative of Statutory Auditor is permanent invitee. Company Secretary acts as

Secretary to the Committee.

iii) No. of Meetings held during the year:

During the year the Committee had four Meetings held on 19.05.2016, 22.07.2016,

04.11.2016 and 13.02.2017.

iv) Composition, name of Members and attendance during the year:

The chairman of the Audit Committee was present at the last Annual General Meeting.

Name of the Director Position No. of Meetings

held No. of Meetings

Attended

Sri. M. Narasimha Rao Chairman 04 04

Sri. K. V. Prasad Member 04 04

Smt.K.V.Nagalalitha Member 04 03

36

5. NOMINATION AND REMUNERATION COMMITTEE:

I) Terms of reference:

This Committee shall identify the persons who are qualified to become Directors of the

Company / who may be appointed in Senior Management in accordance with the criteria

laid down, recommend to the Board their appointment and removal and also shall carry

out evaluation of every director's performance. Committee shall also formulate the

criteria for determining qualifications, positive attributes, Independent of the Directors

and recommend to the Board a policy, relating to the remuneration for the Directors, Key

Managerial Personnel and other employees.

ii) Composition:

The Nomination and Remuneration Committee of the Company consists of one

independent director and two non-executive directors.


During the year the committee had one meeting held on 04.11.2016


6. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:


This Committee formulate and recommend to the Board, a CSR Policy and recommend

the amount of expenditure to be incurred on CSR activities. Committee framed a

transparent monitoring mechanism for implementation of CSR projects or programs or

activities undertaken by the Company and also monitor CSR policy from time to time.

ii) Composition:

The CSR Committee of the Company consists of one independent directors and one

executive and one non-executive directors.


During the year the committee had a meeting held on 13.02.2017


Name of the Director Position No. of Meetings held No. of Meetings

Attended

Sri.M. Narasimharao, Chairman 01 01

Sri.N. Krishna Mohan, Member 01 01

Sri. K.V.Prasad, Member 01 01



Attended

Sri.N. Krishna Mohan, Chairman 01 01


Sri. M.Narasimharao, Member 01 01

37

7. STAKEHOLDERS' RELATIONSHIP COMMITTEE:


This Committee focuses primarily on monitoring expeditious Redressal of investors /

stakeholders grievances and also function in an efficient manner that all issues / concerns

stakeholders are addressed / resolved promptly.

ii) Composition:

The Nomination and Remuneration Committee of the Company consists of one

independent director and two non-executive directors.


During the year the committee had two meetings held on 04.11.2016 and 13.02.2017




Attended

Sri.N. Krishna Mohan Chairman 02 02


Sri. M.Narasimharao, Member 02 02

8. SHARE TRANSFER COMMITTEE:


This Committee approves share transfers, issue of duplicate certificates, share

transmission, share transposition and related matters.

ii) Composition:

The Nomination and Remuneration Committee of the Company consists of one executive

director and one non-executive director.


During the year the committee had 11 meetings held on 25-04-2016, 29-06-2016,

26-07-2017, 03-08-2016, 22-08-2016, 09-11-2016, 23-01-2017, 07-02-2017,

27-07-2017, 09-03-2017, 18-03-2017,


iv) Name and Designation of Compliance Officer:

Mr. P. Rajendra Babu, Company Secretary and Compliance Officer. Shareholder's Services:

Name of the Director Position No. of Meetings held

No. of Meetings Attended

Sri.K. Vijay Kumar Chairman 11 11


38

9. GENERAL BODY MEETINGS:

The last three Annual General meetings of the Company were held as under:

Note: No postal ballots were used /invited for voting at these meetings in respect of special

resolution passed as there were no requirements for compliance at the time.

10. DISCLOSURES:

(a) There are no materially significant related party transactions that have potential conflict

with the interests of the company at large. Suitable disclosure as required by the

Accounting Standard (AS-18) Related party transactions, have been made in the Annual

Report.

(b) Details of non compliance by the company, penalties, strictures imposed on the

company by Stock Exchange or SEBI or any statutory authority on any matter related to

capital markets, during the last three years are nil

(c) Pecuniary Transaction with Non-Executive Directors: NIL

I. Related Party transactions during the year 2016-17 are nil.

ii. The Company does not have any related party transactions, which may have potential conflict

with its interest at large.

iii. Cases of Non-Compliance:

There has been no instances of non-compliance by the Company on any matter related to

capital markets.

39

11. MEANS OF COMMUNICATION:

(a) In compliance with the requirements of the Listing Regulations, 2015, the company

regularly intimates un audited as well as audited financial results to the Stock Exchange

immediately after they are taken on record by the Board.

(b) The financial results are generally published in the daily newspapers viz., Indian

Express and Surya.

(c ) Management Discussion and Analysis forms part of the annual report is posted to the

shareholders of the company.

The results and official news releases of the Company are also made available on the

Company's website i.e. www.adityaspinners.net

12. SEBI COMPLAINTS REDRESSAL SYSTEM (SCORES)

SEBI has initiated SCORES processing the investor complaints in a centralised web

redress system and online Redressal of all the shareholders complaints. The company is in

compliance with the SCORES and Redressed the shareholders complaints well within the

stipulated time.

13. GENERAL SHAREHOLDER INFORMATION:

(a) Annual General Meeting nd Day and Date : Friday, 22 Sept.,2017

Time : 10.00 A.M. : Registered Office Perindesam Village, K.V.B.PuramMandal, Near Srikalahasti, Chittoor District, A.P. (b) Financial Calendar – 2017-18 Reporting of financial (Provisional) Results for quarter ending 30.06.2017 : Due on 14.08.2017 Results for quarter ending 30.09.2017 : Due on 14.11.2017 Results for quarter ending 31.12.2017 : Due on 14.02.2018 Results for quarter ending 31.03.2018 : Due on 14.05.2018 Annual General Meeting for the year Ending 31.03.2018 : Last week of Sep 2018 (c) Book Closure Date : minimum one day including the date of AGM (d) Dividend payment date : Not applicable (e) ISIN : IN8122D01017

14. LISTING OF SHARES : The equity shares of the company are Listed on the following stock exchanges : The Bombay Stock Exchange

Ltd., Mumbai

15. REGISTRAR AND TRANSFER AGENTS:

Demat and Physical Transfer Agents:

M/s. Venture Capital & Corporate Investments Limited,

12-10-134, (MIG-134), Bharat Nagar Colony, Hyderabad- 500 038.

Tel.No040-23818475/76, Fax No.04023868024 Email ID: [email protected]

http://www.adityaspinners.net

mailto:[email protected]

40

16. SHARE TRANSFER SYSTEM:

Presently, the share transfers which are received in physical form are processed and the share certificates returned with in a period of 15 days from the date of receipt, subject to the valid and complete in all respects of the documents. The company has, as per SEBI notification dematerialised its shares and then offering the facility of transfer cum demat. Under the said system, after the share transfer is effected, an option letter is sent to the transferee indicating the details of the transferred shares and requesting him in case he wishes to demat the shares, to approach their Depository Participant (DP) with the opinion letter. The DP based on the option letter, generates a demat request and sends the same to the company along with the opinion letter issued by the company. On receipt of the same, the company dematerialise the shares. In case the transferee does not wish to dematerialize the shares, he need not exercise the option and the company will dispatch the share certificates after 15 days from the date of such option letter.

The transactions of the shares held in Demat and Physical form are handled by the Company's Depository Regulator, Venture Capital & Corporate Investments Private Limited.

17. DEMATERIALISATION OF SHARES:

The shares of the company are in compulsory demat segment. The company has signed agreements with both the depositories i.e. National Securities Depository Limited and

stCentral Depository Services (India) Limited. As on 31 March, 2017 approximately 12967225 shares are dematerialised representing 77.46% of the total issued capital.

ST18. SHAREHOLDING PATTERN AS ON 31 MARCH, 2017:

Particulars 2016-17

Shares Transferred 8720

Total No. of shares as on 31st March, 2017 16740888

% of Share Capital 0.05

ST19. DISTRIBUTION OF SHAREHOLDING AS ON 31 MARCH, 2017:

41

20. Shareholding Profile:

21. Outstanding GDRs/ADRs/Warrants or any convertible Instruments, conversion date

and likely impact on equity

We have no GDRs/ADRs or any commercial instruments.

22. PLANT LOCATION : Perindesam Village, K. V. B. Puram Mandal, Near Srikalahasti, Chittoor District, Andhra Pradesh.

23. ADDRESS FOR CORRESPONDENCE : 12-10-134, (mig-134),nd 2 Floor, Bharat Nagar Colony,

Hyderabad – 500 038. Tel:040-23818475/76 Fax:040-23868024 Email ID:[email protected] 24. CODE OF CONDUCT :

DECLARATION

A Code of Conduct for the Directors and Senior Management Personnel had already been

approved by the Board of Directors of the Company. As stipulated under the provisions of

Regulation 17(5) read with Schedule V(Part D) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, all the Directors and the designated personnel in the Senior

Management of the Company have affirmed compliance with the said code for the financial year stended 31 March, 2017.

Place : Hyderabad, K. VIJAY KUMARDate : 14.08.2017 Managing Director

25. RISK MANAGEMENT:

The company has been addressing various risks impacting the company and the policy of

the company on risk management is provided in this annual report in Management

Discussion and Analysis.

26. PREVENTION OF INSIDER TRADING:

In accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations,

1992, the company has instituted a code of conduct for prohibition of insider trading in the

company's shares.

27. RECONCILIATION OF SHARE CAPITAL AUDIT;

As stipulated by SEBI, a qualified Company Secretary carries out the Reconciliation of

Share Capital Audit to reconcile the total admitted capital with National Securities

42

Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSIL) and

the total issued and paid-up capital. This audit is carried out every quarter and the report

thereon is submitted to the stock exchanges and is placed before the board of directors of

the Company. The audit, inter alia, confirms that the listed and paid up capital of the

company is in agreement with the aggregating of the total number of shares in

dematerialised form held with NSDL and CDSIL and the total number of shares in physical

form.st The SEBI vide its circular No.D&CC/FITTC/CIR-16/2002 dated 31 December, 2002 has

made it mandatory that a secretarial audit by a practicing Company Secretary be carried out

to reconcile the total admitted capital with NSDL and CDSL and the same are taken note by

the Board of Directors at their respective meetings held during 2016-17 as mentioned here

in above.

28. CORPORATE IDENTITY NUMBER:

Corporate Identity Number (CIN) of the company, allotted by Ministry Corporate Affairs,

Government of India is L40300AP1991PLC012337.

29. CEO CERTIFICATION:

As required by Regulation-17(8) read with Part B of Schedule II of SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015, the CEO Certification is provided in this

Annual Report.

30. GREEN INITIATIVE IN THE CORPORATE GOVERNANCE:

As part of the green initiative process, the company has taken an initiative of sending

documents like notice calling Annual General Meeting, Corporate Governance Report,

Directors Report, audited Financial Statements, Auditors Report etc., by email. Physical

copies are sent only to those shareholders whose email addresses re not registered with the

company and for the bounced-mail cases. Shareholders are requested to send the

documents in electronic form or inform the company in case they wish t receive the above

documents in paper mode.


Place : Hyderabad N. Krishna Mohan K. Vijay Kumar Date : 14.08.2017 Chairman Managing Director

43

CEO AND CFO CERTIFICATION (Pursuant to Regulation 17(8) of Listing Regulations, 2015)

We, K. Vijay Kumar, Managing Director and P. Ramamoorthy, Chief Financial Officer responsible

for the finance function and certify that:st(a) We have reviewed financial statements and the cash flow statement for the year ended 31

March, 2017 and that to the best of our knowledge and behalf.

(i) These statements do not contain any materially untrue statement or omit any material

fact or contain statements that might be misleading.

(ii) These statements together present a true and fair view of the Company's affairs and are

in compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the

company during the year which are fraudulent, illegal or violative of the Company's code of

conduct.

(c ) We accept responsibility for establishing and maintaining internal controls for financial

reporting and we have evaluated the effectiveness of the internal control systems of the

Company pertaining to financial reporting and we have disclosed to the Auditors and Audit

Committee deficiencies in the design or operation of internal controls, if any, of which they

are aware and the steps they have taken or propose to take to rectify these deficiencies.

(d) We have indicated to the Auditors and the “Audit Committee”

(i) There has not been any significant change in internal control over financial reporting

during the year under reference.

(ii) There has not been any significant Changes in accounting policies during the year

requiring disclosure in the notes to the financial statements and

(iii) We are not aware of any instance during the year of significant fraud with involvement

there in, if any, of the Management or an Employee having a significant role in the

Company's internal control system over financial reporting.


Place : Hyderabad K. Vijay Kumar P. Ramamoorthy Date : 14.08.2017 Managing Director Chief Financial Officer

44

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE(Pursuant to Chapter IV of the Listing Regulations, 2015)

To The Members ofM/s. Aditya Spinners Limited.

We have examined the compliance of the conditions of Corporate Governance by stM/s. Aditya Spinners Limited for the year ended 31 March, 2017 as stipulated in Chapter IV of

the Listing Regulations, 2015 of the said Company, with the Stock Exchange.

The Compliance of the conditions of corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring compliance of the conditions of Corporate Governance. It is neither on audit nor an expression of opinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanations given to us. We certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

stWe state that in respect of investor grievances received during the year ended 31 March, 2017, no investor grievances are pending for a period exceeding one month against the Company as per the records maintained by the Shareholders Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the company.

For C. RAMACHNADRAM & CO.Chartered Accountant

C. RAMACHANDRAMPartner

Place : HyderabadDate : 14.08.2017

45

INDEPENDENT AUDITORS' REPORT

ToThe Members of Aditya Spinners Limited

Report on the Financial Statements

We have audited the accompanying financial statements of M/s. Aditya Spinners Limited, (“the

Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and

Loss, the Cash Flow Statement for the year then ended, and a summary of the significant

accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the

Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that

give a true and fair view of the financial position, financial performance and cash flows of the

Company in accordance with the accounting principles generally accepted in India, including the

Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies

(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting

records in accordance with the provisions of the Act for safeguarding of the assets of the

Company and for preventing and detecting frauds and other irregularities; selection and

application of appropriate accounting policies; making judgments and estimates that are

reasonable and prudent; and design, implementation and maintenance of adequate internal

financial controls, that were operating effectively for ensuring the accuracy and completeness of

the accounting records, relevant to the preparation and presentation of the financial statements

that give a true and fair view and are free from material misstatement, whether due to fraud or

error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and

matters which are required to be included in the audit report under the provisions of the Act and

the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section

143(10) of the Act. Those Standards require that we comply with ethical requirements and plan

and perform the audit to obtain reasonable assurance about whether the financial statements are

free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the

disclosures in the financial statements. The procedures selected depend on the auditor's

judgment, including the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error. In making those risk assessments, the auditor

considers internal financial control relevant to the Company's preparation of the financial

statements that give a true and fair view in order to design audit procedures that are appropriate

in the circumstances. An audit also includes evaluating the appropriateness of the accounting

policies used and the reasonableness of the accounting estimates made by the Company's

Directors, as well as evaluating the overall presentation of the financial statements.

46

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid financial statements give the information required by the Act in the manner so required

and give a true and fair view in conformity with the accounting principles generally accepted in

India,

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2017;

(b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year

ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended

on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2017, (“the Order”) issued by the

Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act,

2013, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the

Order, to the extent applicable.

As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company

so far as it appears from our examination of those books

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt

with in this report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,

2014.

(e) Based on the Written Representation received from the directors as on March 31, 2017, and

taken on record by the Board of Directors, we report that none of the directors are

disqualified as on March 31, 2017 from being appointed as a director in terms of Sub-section

2 of Section 164 of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the

Company and the operating effectiveness of such controls, refer to our separate report in

“Annexure B”; and

(g) With respect to the other matters to be included in the Auditor's Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of

our information and according to the explanations given to us:

I. The Company does not have any pending litigations which would impact its financial

position;

47

ii. There is no requirement for any provision as required by any act or Accounting

Standards for material foreseeable losses, if any, on long term contracts including

derivative contracts;

iii. There are no amounts which are required to be transferred to Investor Education and

protection fund.

iv. The Company has provided requisite disclosures in the financial statements as to thholdings as well as dealings in specified Bank during the period from 8 November,

th2016 to 30 December, 2016. Based on audit procedures and relying on the

management representation we report that the disclosures are in accordance with

books of account maintained by the Company ad as produced to us by the

Management.

For C.RAMACHANDRAM & CO.,Chartered accountants,Firm Registration No. 002864S

C. RAMACHANDRAMPartnerM.No:025834

Place: HyderabadDate: 27.05.2017

48

Annexure A to the Auditors' Report

Annexure referred to in paragraph under 'Report on Other Legal and Regulatory Requirements'

section of our report of the Independent Auditors' Report of even date of Aditya Spinners Limited,

on the ̀ financial statements for the year ended March 31, 2017

In terms of the information and explanations sought by us and given by the company and the

books and records examined by us in the normal course of audit and to the best of our knowledge

and belief, we state the following:

i. (a) The Company is maintaining proper records showing full particulars, including

quantitative details and situation of fixed assets.

(b) The Company has verified fixed assets at regular intervals. There are no material

discrepancies were noticed on such verification.

(c) According to information and explanation given to us, title deeds of immovable

Properties are held in the name of the company.

ii. Physical verification of inventory has been conducted at reasonable intervals by the

management. Material discrepancies noticed were properly dealt in books of account of

the company.

iii. The company has not granted any loans, secured or unsecured to Companies, Firms,

Limited Liability Partnerships or other parties covered in the register maintained under

section 189 of the Companies Act, 2013. Thus, paragraph 3(iii) of the Order is not

applicable to the company. However the company has given advances to the company

covered in the register maintained under section 189 of the Act, and in our opinion and to

the best of our examination, the terms are not prejudicial to the interests of the company.

iv. The Company has not made any transactions in the nature of loans, investments,

guarantees, and security, where provisions of section 185 and 186 of the Companies Act,

2013 are applicable. Thus, paragraph 3(iv) of the Order is not applicable to the Company.

v. The company has not accepted any deposits, within the meaning of provisions of Sections

73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed

there under. Thus, paragraph 3(v) of the Order is not applicable to the company.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the

Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the

Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and

are of the opinion that, prima facie, the prescribed cost records have been made and

maintained. We have, however not, made a detailed examination of the records with a view

to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and the records of the

Company examined by us, in our opinion, the Company is regular in depositing the

undisputed statutory dues including provident fund, income tax, and other material

statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the

Company examined by us, there are no dues of income tax, and other material

statutory dues as applicable which have not been deposited on account of any

dispute.

49

viii. In our opinion and according to information and explanations given to us, the company

has not defaulted in repayment of loans or borrowings due to any financial institution, bank,

Government or dues to its debenture holders as on the date of balance sheet.

ix. The company has not raised any moneys by way of initial public offer or further public offer

(including debt instruments) during the reporting period. Term loans availed during the

reporting period was applied for the purposes for which those were raised.

x. According to the information and explanations given to us, no material fraud by the

company or on the company by its officers or employees has been noticed or reported

during the course of our audit.

xi. According to information and explanation given to us, the company has provided

managerial remuneration in accordance with Section 197 read with schedule V to the

Companies Act, 2013

xii. In our opinion, the company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the

Order is not applicable for the company.

xiii. In our opinion and according to information and explanations given to us, all transactions

with the related parties are in compliance with Sections 177 and 188 of Companies Act,

2013 and the details of such transactions have been disclosed in the Financial statements

of the company as required by applicable Accounting Standards.

xiv. According to information and explanation given to us, the company has not made any

preferential allotment or private placement of shares or fully or partly convertible

debentures during the year.

xv. According to information and explanation given to us, the company has not entered into

non cash transactions with directors or any persons connected with him. Thus, paragraph

3(xv) of the Order is not applicable to the company.

xvi. In our opinion, the company is not required to be registered under section 45IA of Reserve

Bank of India Act 1934. Thus, paragraph 3(xvi) of the Order is not applicable to the

company.

For C.RAMACHANDRAM & CO.,Chartered accountants,Firm registration No. 002864S

C.RAMACHANDRAMPartnerM.No:025834


50

Annexure - B to the Auditors' Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of M/s. Aditya Spinners

Limited (“the Company”) as of March 31, 2017 in conjunction with our audit of the financial

statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial

controls based on the internal control over financial reporting criteria established by the

Company considering the essential components of internal control stated in the Guidance Note

on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of

Chartered Accountants of India ('ICAI'). These responsibilities include the design,

implementation and maintenance of adequate internal financial controls that were operating

effectively for ensuring the orderly and efficient conduct of its business, including adherence to

company's 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, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over

financial reporting based on our audit. We conducted our audit in accordance with the Guidance

Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and

the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of

the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both

applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered

Accountants of India. Those Standards and the Guidance Note require that we comply with

ethical requirements and plan and perform the audit to obtain reasonable assurance about

whether adequate internal financial controls over financial reporting was established and

maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the

internal financial controls system over financial reporting and their operating effectiveness. Our

audit of internal financial controls over financial reporting included obtaining an understanding of

internal financial controls over financial reporting, assessing the risk that a material weakness

exists, and testing and evaluating the design and operating effectiveness of internal control

based on the assessed risk. The procedures selected depend on the auditor's judgment,

including the assessment of the risks of material misstatement of the financial statements,

whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our audit opinion on the Company's internal financial controls system over financial

reporting.

51

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with generally accepted accounting

principles. A company's internal financial control over financial reporting includes those policies

and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in

accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company's assets that could have a material effect

on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including

the possibility of collusion or improper management override of controls, material misstatements

due to error or fraud may occur and not be detected. Also, projections of any evaluation of the

internal financial controls over financial reporting to future periods are subject to the risk that the

internal financial control over financial reporting may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls

system over financial reporting and such internal financial controls over financial reporting were

operating effectively as at March 31, 2017, based on the internal control over financial reporting

criteria established by the Company considering the essential components of internal control

stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting

issued by the Institute of Chartered Accountants of India.

For C.RAMACHANDRAM & CO.,Chartered accountants,Firm registration No. 002864S

C.RAMACHANDRAMPartnerM.No:025834


52

CIN: L40300AP1991PLC012337

For C.RAMACHANDRAM & CO.,Chartered AccountantsFirm Reg. No. : 002864S

C.RAMACHANDRAMPartnerMembership No. 025834


For and on behalf of th e Board ADITYA SPINNERS L IMITED

K. VIJAY KUMARManaging Director

N. KRISHNA MOHANDirector

P. RAJENDRA BABUCompany Secretary

P. RAMAMOORTHYChief Financial Officer

BALANCE SHEET AS 31ST MARCH 2017 (Rs. in Lakhs)

53

CIN: L40300AP1991PLC012337









31st MARCH 2017(Rs. in Lakhs)

54

CIN: L40300AP1991PLC012337









(Rs. in Lakhs)

55

Particulars AS AT AS AT31-03-2017 31-03-2016

AmountNOTE : 1 Number of Shares

SHARE CAPITAL

a) AUTHORISED

- Equity Shares of Rs. 10/- each - Preference Shares of Rs. 10/- each

240.0030.00

167.41

167.41

b) ISSUED

- Equity Shares of Rs. 10/- each

c) SUBSCRIBED AND FULLY PAID UP

- Equity Shares of Rs. 10/- each with voting rights

Total 1,674.09 1,674.09

ParticularsOpening ClosingBalance Balance

Equity shares with voting rightsYear ended 31 March, 2017

- Number of Shares

- Amount (Rs.)

167.41

167.41

167.41

167.41

Year ended 31 March, 2016

- Number of Shares

- Amount (Rs.)

1,674.09

1,674.09

1,674.09

1,674.09

Shares in the Company held by each share holder holding more than 5% shares

AS AT 31-03-2017

NameNo. of Shares

1. K.V. Nagalalitha 50.80

50.802. K. Vijay Kumar

(Rs. in Lakhs)

Number of Shares

1,674.09

1,674.09

Amount

AS AT 31-03-2016

% ofHolding

No. of Shares

% ofHolding

30.35%

30.35%

2400.00300.00

240.0030.00

2400.00300.00

167.41

167.41

1,674.09

1,674.09

The Company has issued only one class of shares referred to as Equity Shares having a par value of

Rs. 10/- each. Each holder of Equity Shares is entitled to one vote per share

The reconciliation of the number of shares outstanding and the amount of Share Capital as at

31st March 2017 and 31st March 2016 is set out below :

101.61 60.69%

50.80

50.80

30.35%

30.35%

101.61 60.69%

Notes forming part of the financial statements CIN: L40300AP1991PLC012337

Total

Particulars

Notes forming part of the financial statements

NOTE : 2RESERVES AND SURPLUS

(a) Capital Subsidy

(b) Revaluation Reserve

Opening Balance

Current Year Revaluation

Less : Depreciation on Revalued Assets

Closing Balance

(c) Surplus/(Deficit) in Statement of Profit and Loss Opening balance

Add: Profit for the year

Closing balance

Total

NOTE:3LONG - TERM BORROWINGS

(a) Term Loans

Secured - From Banks (Note No. 3.1)

(b) Deferred Payment Liabilities

Unsecured

- Sales Tax Deferment

(c) Loans and advances from related parties

(Note No. 3.2) Unsecured

- From Related Parties

(d) Other Loans and advances

Unsecured

- From Others

Total

(Rs. in Lakhs)

15.00 15.00

15.00

694.78

- -

160.98

533.79

(600.77)

68.76

16.78

(532.01)

750.67

637.11

37.33

637.11

-

855.76

160.98

694.78

(726.80)

126.03

109.01

(600.77)

473.48

339.68

82.74

339.68

49.67

15.00

750.67 473.48

37.33 82.74

1,425.11 945.57

CIN: L40300AP1991PLC012337

ParticularsAS AT AS AT

31-03-2017 31-03-2016

56

57

NOTE : 4LONG TERM PROVISIONS

- Employee Benefits - Gratuity

Total

NOTE:5

SHORT TERM BORROWINGS

Secured

Loan from Banks

- Cash Credit Facili ty (Note No. 5.1)

Total

NOTE : 6TRADE PAYABLES

- Raw Meterials

- Stores & Spares

- Others (Note no. 6.1)

Total

Note 3.1: Term Loan represents loan from Andhra Bank which is secured by hypothecation of

Plant & Machineries. The above loan is also secured by mortgage of land and buildings

of the Company and the land belonging to the Managing Director and further

guaranteed by Mr.K Vijay Kumar, Managing Director and Mrs. K V Naga Lalitha,

Director. The above amount is repayable in 84 monthly instalments with a gestation

period of 1 year. The rate of interest is 12.75% p.a.

Note 3.2: Rate of interest on Unsecured Loan from Directors and Related Parties is 12% p. a. and

not repayable on demand.

0.94

347.63

0.01

16.48

40.51

57.00

347.63

0.94

33.63

369.07

0.20

14.30

28.32

42.82

369.07

33.63

Note5.1: Cash Credit Facility represents loan from Andhra Bank which is secured by

hypothecation of stocks and receivables. The above loan is also secured by mortgage

of land and buildings of the Company and the land belonging to the Managing Director

and further guaranteed by Mr.K Vijay Kumar, Managing Director and Mrs. K V Naga

Lalitha, Director. The rate of interest is 11.90% p.a

Note 6.1: Others in Trade payables includes creditors for transportation, creditors for packing

materials.

AS AT AS AT31-03-2017 31-03-2016Particulars

AS AT AS AT31-03-2017 31-03-2016

Particulars

58

NOTE : 7

OTHER CURRENT LIABILITIES

(a) Current Maturities of Long Term Debt - Loans from NBFC and Banks

Total

(b) OTHER PAYABLES

(i) Statutory remittances

(ii) Advances from customers

(iii) Other (Note No. 7.1)

Total

(Rs. in Lakhs)

34.80

19.40

1.76

221.68

242.84

277.64

34.80

11.36

16.54

0.37

202.43

219.34

230.70

11.36

Note 7.1: Others in "Other Payables" includes salaries and wages payables, power payables, bonus payables, advances recoverable in cash or kind and oustanding liabilities.


AS AT31-03-2017

AS AT31-03-2016

Particulars

59

AD

ITY

A S

PIN

NE

RS

LIM

ITE

D

CIN

: L

40

30

0A

P1

99

1P

LC

01

23

37

(Rs.

in L

akh

s)

60

NOTE : 09

NON CURRENT INVESTMENTS

Investment (At cost):

Investment in quoted equity shares - fully paid

- 50 Equity Shares of Rs.100/- each fully

paid in State Bank of Travancore

Total

NOTE : 10LONG TERM LOANS AND ADVANCES

(a) Security Deposits

(i) Electricity Department

(ii) Deposit with LIC of India - GGS

(iii) Others

(b) Advances to Related Parties

To Related Parties

Total

NOTE : 11

INVENTORIES

(a) Raw materials

(b) Work-in-progress

(c) Finished goods

(d) Stores and spares

Total

NOTE : 12

TRADE RECEIVABLES

- Unsecured, Considered Good

(i) Outstanding for a period exceeding 6 months

(ii) Outstanding for a period less than 6 months

Total

NOTE : 13

CASH AND CASH EQUIVALENTS

(a) Cash on hand

(b) Balances with banks

- In Current Accounts

Total

(Rs. in Lakhs)

0.30

134.71

52.74

42.37

117.88

331.55

333.96

359.00

95.14

2.41

1.04

6.78

7.83

99.12

46.86

229.83

-

0.30

104.04

0.45

42.37

112.94

342.13

345.95

287.35

84.86

3.83

5.80

135.20

141.00

44.81

44.74

178.95

32.09

0.30 0.30

Unsecured considered good


AS AT31-03-2017

AS AT31-03-2016

Particulars

Secured, considered good

61

NOTE : 14

SHORT TERM LOANS AND ADVANCES

Others

(i) Advances - Creditors

(ii) Advances - Staff

Total

NOTE : 15OTHER CURRENT ASSETS (i) Prepaid Expenses (ii) Excise Department

(iii) T D S Receivable

(iv) Incentive Receivable

(iv) Interest Receivable

Total

NOTE : 16REVENUE FROM OPERATIONS

Sale of Yarn

Less : Duties & Taxes

- Sales Tax

Total

NOTE : 17OTHER INCOME

(a) Interest and Other Receipts(b) Scrap Sales

Total

NOTE : 18COST OF MATERIALS CONSUMED

Opening Stock

Add : Purchase :

- Polyster

- Viscose

Total

Less Closing StockCost of Material Consumed

Material Consumed Comprises :

- Polyster

- Viscose

Total

(Rs. in Lakhs)

110.14

118.04

24.41

34.04

7.90

4.41

5,452.76

5,349.37

103.39

8.51

112.94

1,545.00

1,809.55780.71

2,590.26

1,050.19

117.88

2,595.19

2,590.26

0.21

8.72

0.38

15.45

2.07

7.92

30.23

9.63

4.18

4,739.83

4,651.10

88.73

10.72

82.14

1,318.34

1,309.14780.71

2,089.85

802.31

112.94

2,120.65

2,089.85

7.00

17.72

0.38

14.35

-

6.04

24.95


AS AT31-03-2017

AS AT31-03-2016

Particulars

62

NOTE : 19

CHANGE IN INVENTORIES OF FINISHEDGOODS & WORK - IN - PROGRESS

Inventories at the end of the year

Finished Goods

Work-in-Progress

Inventories at the beginning of the year

Finished Goods

Work- in-Progress

Net (Increase) / Decrease

NOTE : 20

EMPLOYEE BENEFITS EXPENSE

SALARIES & WAGES

- Salaries & Wages

- Stipend

- Directors Remuneration

Contributions to Provident Fund

Staff Welfare Expenses

Total

NOTE : 21

FINANCE COSTS

(i) Interest Expense

(ii) Other Borrowing Costs

Total

(Rs. in Lakhs)

99.12

44.81

84.86

95.14

194.27

44.81

50.53

99.31

84.86

129.66

129.66

474.76

886.36

276.80

42.00

31.95

60.85

93.69

75.14

168.83

(64.60)

149.84

397.21

748.05

232.91

36.00

26.62

55.31

55.48

33.75

89.23

20.17


AS AT31-03-2017

AS AT31-03-2016

Particulars

Total

63

NOTE : 22OTHER EXPENSES

Consumption of stores and spare partsPower and fuelRentRepairs and maintenance - MachineryRepairs and maintenance - BuildingsRepairs and maintenance - OthersInsuranceRates and taxesCommunicationTravelling and conveyanceSelling & Forwarding Expenses (Refer details (ii) given below)Donations and contributionsLegal and Professional ChargesSecurity Service ChargesPayments to auditors (Refer details(i) given below)Taxes PaidLoss on sale of assetMiscellaneous expenses

Total

DETAILS TO NOTE : 22

(i) Payments to the auditors comprises: As Auditors

- Statutory Audit

- For taxation matters- Reimbursement of expenses

Total

(ii) Selling & Distribution Expenses:- a. Freight & Forwarding - b. Sales Commission- c. Cash Discount- d. Business Development & Promotion - e. Advertisement

Total

(Rs. in Lakhs)

212.55 200.82850.28 822.21

9.31 9.06

75.60 71.503.60 7.10

36.52 34.6713.06 14.197.19 24.445.66 3.67

69.57 62.67197.11 157.17

0.80 0.56

8.56 5.5510.04 10.361.26 1.14

19.12 16.881.30 -

33.56

0.90

92.2178.9925.22

0.650.04

197.11

0.200.16

1.26

1,555.09

39.36

0.90

67.8969.0118.29

1.510.48

157.17

0.200.04

1.14

1,481.35


AS AT31-03-2017

AS AT31-03-2016

Particulars

Particulars

Particulars

64

Note : 23

Significant Accounting Policies:

a. Corporate Information:

Aditya Spinners Limited (“The Company”) was incorporated on 14th February 1991 as a

public limited company. Its shares are listed on Bombay Stock Exchange. The Company

is engaged in manufacturing and selling of yarn.

b. Basis of Preparation

The financial statements have been prepared and presented in accordance with Indian

Generally Accepted Accounting Principles (GAAP) under the historical cost convention on

the accrual basis. GAAP comprises accounting standards notified by the Central

Government of India under Section 133 of the Companies Act, 2013, other

pronouncements of Institute of Chartered Accountants of India, the provisions of

Companies Act, 2013. Accounting policies have been consistently applied and

management evaluates all recently issued or revised accounting standards on an ongoing

basis.

c. Use of Estimates

The preparation of financial statements in conformity with the Indian GAAP requires

estimates and assumptions to be made that affect the reported amounts of assets and

liabilities on the date of the financial statements, the reporting amounts of revenue and

expenses during the reporting period and the disclosures relating to contingent liabilities as

on the date of financial statements. Although these estimates are based on the

management's best knowledge of current events and actions, uncertainty about these

assumptions and estimates could result in outcomes different from the estimates.

Difference between actual results and estimates are recognized in the period in which the

results are known or materialize.

Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to

accounting estimates is recognized prospectively in the current and future periods.

d. Fixed Assets :

Fixed Assets are carried at the cost of acquisition or construction less accumulated

depreciation. The cost of fixed assets includes non – refundable taxes, duties, freight and

other incidental expenses related to the acquisition and installation of the respective

assets. Borrowing costs directly attributable to the acquisition or construction of those fixed

assets which necessarily take a substantial period of time to get ready for their intended use

are capitalized.

Plant and Machinery was revalued as on 01.04.2014. The surplus arising from the

revaluation has been transferred to “Revaluation Reserve” and shown under the head

“Reserves & Surplus”. The revaluation of fixed assets has been made by appraisal method

by an external competent valuer.

Depreciation on Tangible Fixed Assets

Depreciation on Fixed Assets have been charged based on the useful life, in accordance

with Schedule II of the Companies Act, 2013.

65

The Management estimates the useful lives of the revalued Plant and Machinery as 12

Years.

Depreciation on the revalued assets is adjusted against revaluation reserve without

debiting to Statement Profit & Loss.

Scrap @ 5% of original cost on all tangible assets except Revalued Plant and machinery

has been considered. Scrap @ 5% of revalued amount has been considered on revalued

Plant and Machinery. Depreciation is calculated on a pro- rata basis from the date of

installation / revaluation till the date the assets are sold or disposed. Individual assets

costing less than Rs.5,000 are depreciated in full in the year of acquisition. Freehold land is

not depreciated.

Impairment of Assets:

The Company assesses at each Balance Sheet date whether there is any indication that an

asset may be impaired. If any such indication exists, the Company estimates the

recoverable amount of the asset. If such recoverable amount of the asset or the

recoverable amount of the cash generating unit to which the asset belongs to is less than its

carrying amount, impairment provision is created to bring down the carrying value to its

recoverable amount. The reduction is treated as an impairment loss and is recognized in

the Statement of Profit and Loss. If at the Balance Sheet date, there is an indication that if a

previously assessed impairment loss no longer exists, the recoverable amount is

reassessed and the impairment provision created earlier is reversed to bring it at the

recoverable amount subject to a maximum of depreciated historical cost.

e. Expenditure during construction period

Expenditure during construction period is grouped under “Capital Work In Progress” and

the same is allocated to the respective Fixed Assets on the completion of its construction

f. Revenue Recognition :

Sales are recognized at the point of dispatch i.e., when significant risk is transferred to

customers, except in the case of consignment agents where the revenue is recognized only

after the sale is effected by the consignment agent. Sale value includes Excise Duty and

Vat.

g. Inventory Valuation :

Inventories including work-in-progress are valued at lower of cost and net realizable value.

Cost of inventory comprises all cost of purchase, cost of conversion and other costs

incurred in bringing the inventories to their present location and condition.

The cost of Raw Materials, Stores and Spares and Packing Materials is determined by

using the Weighted Average Cost Method. The cost of Work-in-Progress and Finished

Goods is determined by weighted average Cost Method and includes appropriate share of

production overheads.

h. Investments :

Investments are either classified as current or long term. Current investments are carried at

the lower of cost and market value. Long term investments are carried at cost less any

permanent diminution in value, determined separately for each individual investment. The

66

reduction in the carrying amount is reversed when there is a rise in the value of the

investment or if the reasons for the reduction no longer exist.

I. Employee Benefits

Short term benefits

Short term employee benefits are charged off at the undiscounted amount in the year in

which the related services are rendered.

Long term benefits

Payments to the defined contribution retirement benefit schemes are charged as an

expense as they fall due.

Gratuity

Gratuity liability is a defined benefit obligation and is based on the actuarial valuation. All

actuarial gains/losses are immediately charged to the Profit and Loss Account and are not

deferred.

Provident fund

The company has a defined contribution plan for Provident Fund under which the company

contributes the fund to the Regional Provident Fund Commissioner.

j. Income-Tax expense

Income tax expense comprises current tax and deferred tax charge or credit.

Current tax

The current charge for income taxes is calculated in accordance with the relevant tax

regulations applicable to the company.

Deferred tax

Deferred tax charge or credit reflects the tax effects due to timing differences between

accounting income and taxable income for the period. The deferred tax charge or credit and

the corresponding deferred tax liabilities or assets are recognized using the tax rates that

have been enacted or substantially enacted by the balance sheet date. Deferred tax assets

are recognized only to the extent there is reasonable certainty that assets can be realized in

future; however, where there is unabsorbed depreciation or carry forward of losses,

deferred tax assets are recognized only if there is a virtual certainty of realization of such

assets. Deferred tax assets are reviewed at each balance sheet date and written down or

written up to reflect the amount that is reasonably/virtually certain (as the case may be) to

be realized.

k. Earnings per share

The basic earnings per share ('EPS') is computed by dividing the net profit after tax for the

year by weighted average number of equity shares outstanding during the year. For the

purpose of calculating diluted earnings per share, net profit after tax for the year and the

weighted average number of shares outstanding during the year are adjusted for the

effects of all dilutive potential equity shares.

l. Provisions and contingent liabilities

The Company creates a provision where there is a present obligation as a result of a past

event that probably requires an outflow of resources and a reliable estimate can be made of

67

the amount of obligation. A disclosure for a contingent liability is made when there is a

possible obligation or a present obligation that may, but probably will not, require an outflow

of resources. Where there is possible obligation or a present obligation in respect of which

the likelihood of outflow resources is remote, no provision or disclosure is made.

m. Borrowing Costs :

Borrowing costs attributable to the qualifying fixed assets during construction, renovation

and modernization are capitalized. Such borrowing costs are apportioned on the average

balance of capital work-in-progress for the year. Other borrowing costs are recognized as

an expense in the period in which they are incurred.

Borrowing cost consists of interest and other financial costs incurred in connection with

borrowing of funds.

n. Cash flow statement

Cash flows are reported using the indirect method, whereby net profit/ (loss) before tax is

adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of

past or future cash receipts or payments. The cash flows from regular revenue generating,

investing and financing activities of the company are segregated.

24. Contingent Liabilities and commitments :(to the extent not provided for)

i) Contingent Liabilities

(a) Claims against the Company not

acknowledged as debt

(b) Guarantees NIL NIL

(c) Others NIL NIL

ii) Commitments

(a) Estimated amount of contracts remaining

to be executed on capital account and not

provided for; NIL NIL

(b) Uncalled Liability on Shares and other

Investments partly paidNIL NIL

(c) Others NIL NIL

AS AT31-03-2017

AS AT31-03-2016

9.59 Lakhs 9.59 Lakhs

68

25. Earnings per Share

Particulars

69

26. Employee Benefit Plans

Assumptions for the purpose of arriving at the liability on going concern basis

Date of Valuation 31.03.2017

Retirement Age 60 years

Future Salary Rise 6%

Rate of Discounting 8%

Particulars

70

27. Related party transactions

The Company had transactions with the following related parties:

(a) Major shareholders holding more than 20% of the share capital

(herein after referred to as “ Parties having significant influences”:

1. Mr.K Vijay Kumar

2. Mrs.K V Naga Lalitha

(b) Enterprises over which major investing parties have control : NIL

(c ) Key Managerial Personnel represented on board

Name Designation

1. Mr.K Vijay Kumar Managing Director

2. Mr.R Shiv Kumar Executive-Vice Chairman

3. Mr.P Ramanamoorthy CFO

4. Mr. P Rajendra Babu Company Secretary

(d) Relatives of Key Managerial Personnel

1. Mr.N Krishna Mohan

2. Mrs. K V Naga Lalitha

(e) Companies controlled by directors / relatives of directors

1. Envean Leasing & Investment Limited

2. Sri Chakra Cement Limited

3. Krishnarama Industrial Investments Ltd

(f) Particulars of related party transactions (Rs. in Lakhs)

Particulars For the year ended For the year ended

31st March 2017 31st March 2016

Remuneration to key

management personnel39.60

Total

(g) The Company has the following amounts due to related parties

Particulars

1. Envean Leasing & Investment Limited

2. P Rama Murthy

612.11

25.00

5.783. Sri Chakra Cement Limited

(h) The Company has the following amounts due from related parties

Particulars As at As at

31st March 2017 3 1st March 2016

1. Krishnarama Industrial Investments Ltd 42.37

45.60

314.68

25.00

(1.94)

39.6045.60

42.37

As at As at

31st March 2017 3 1st March 2016

71

28. The details of Specified Bank Notes (SBN) held and transacted during the period from th th8 November, 2016 to 30 December, 2016 as provided in the table below:

29. Consumption details of Raw Materials & Stores & spares.

ParticularsRs. in LakhsRs. in Lakhs Rs. in Lakhs

6.84

9.54 9.54

26.64 26.64

38.90 38.90

4.12 4.12

12.84

2590.26 2089.85 212.55 200.82

72

30. Earnings and Expenditure in Foreign Exchange

2016-17 2015-16

I) Export of goods calculated on F.O.B. basis Nil Nil

ii) Royalty, know-how, professional and consultation fees Nil 12.23

iii) Interest and dividend Nil Nil

iv) Other Income, indicating the nature thereof Nil Nil

31. Auditors's Remuneration 2016-17 2015-16

- Statutory Audit 0.90 0.90

- Tax Audit 0.20 0.20

32. Balances due to or due from parties are subject to confirmation.

33. Previous year figures have been regrouped / reclassified wherever necessary to

confirm to the current year classification.

34. Figures have been rounded off to nearest rupee.

As per our report of even date For and on behalf of the Board ADITYA SPINNERS LIMITED

For C.RAMACHANDRAM & CO.,Chartered Accountants(Firm Regn. No.002864S) K.VIJAY KUMAR N.KRISHNA MOHAN Managing Director Director C.RAMACHANDRAM P RAJENDRA BABU P RAMAMOORTHY Partner Company Secretary Chief Financial Officer Membership No.025834


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