TO THE MEMBERS OF
AMARJOTHI SPINNING MILLS LIMITED
The Board of Directors of your Company are pleased to present the Thirty Fifth Annual
Report on the business and operations of the Company along with the summary of Financial
Statements for the year ended 31st March, 2023.
THE STATE OF AFFAIRS OF THE COMPANY, DIVIDEND AND RESERVE
FINANCIAL RESULTS
(Rs.in lakhs)
|
Standalone |
Consolidated |
|
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
| Revenue from Operations |
20945.73 |
25029.27 |
21014.41 |
25747.08 |
| Other Income |
124.32 |
163.27 |
132.35 |
175.86 |
| Total Income |
21070.05 |
25192.54 |
21146.76 |
25922.94 |
| Less: Total Expenses |
19464.80 |
23156.55 |
19494.91 |
23753.68 |
| Profit before Tax |
1605.25 |
2035.99 |
1651.85 |
2169.26 |
| Profit after Tax |
1013.07 |
2108.91 |
1029.68 |
2177.32 |
| Surplus brought forward |
13795.08 |
12053.65 |
13966.41 |
12156.56 |
| Amount available for appropriation |
14808.15 |
14162.56 |
14996.09 |
14333.88 |
| Appropriations to: General Reserve |
101.31 |
210.89 |
61.72 |
210.89 |
| Others |
0.00 |
0.00 |
234.76 |
0.00 |
| Dividend paid |
148.50 |
141.75 |
148.50 |
141.75 |
| Previous year Income tax adjusted |
0.39 |
14.84 |
22.94 |
14.83 |
| Surplus carried to balance sheet |
14557.95 |
13795.08 |
14528.17 |
13966.41 |
| TOTAL |
14808.15 |
14162.56 |
14996.09 |
14333.88 |
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
OPERATIONS
During the year under review, the Company's revenue from operations (net of GST) has
decreased by Rs. 4083.54 lakhs over the previous financial year and recorded a revenue of
Rs.21070.05 lakhs for the financial year ended 31st March 2023.The profit after tax is Rs.
1013.07 Lakhs as against Rs. 2108.91 Lakhs for the previous financial year.
1) YARN DIVISION
Your directors inform you that yarn division continues to perform well. We hope that in
future also our performance will improve.
2) PROCESSING UNIT
The Processing unit is fully utilized for the dyeing of material of our spinning unit.
In addition to our own dyeing, we process our material in outside dyeing also.
3) WINDMILLS:
Companies windmills are fully utilized for captive consumption of yarn division and
processing division's power usage. The wind farm has generated 264.97 Lakhs Kwh as
compared to 283.66 Lakhs Kwh of the previous year. The wind availability / velocity were
better during initial wind season of the financial year 2022-23 as compared to the last
financial year. During the financial year 2022-23, the Company was able to consume power
from its own wind farms to the extent of 90% of total power requirement. The income during
the year from the Wind Mill Division was Rs.17.61 Crores as against Rs.18.55 Crores of
previous year.
FUTURE PROSPECTS:
The Company will continue to perform well in the domestic market. The Company is in the
process of implementing several cost saving measures including modernization, which will
make the product more competitive.
CHANGE IN NATURE OF BUSINESS, IF ANY:
There were no changes in Nature of Business during the year 2022-2023.
INDUSTRIAL RELATIONS
Relationship with employees was cordial throughout the year.
SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES:
The Company has one wholly owned subsidiary company M/s.RPJ Textiles Ltd., in which our
company holds 100% of equity shares. The details are mentioned in AOC-1. The Secretarial
Audit report of the Subsidiary company is annexed herewith as ANNEXURE - VIII and
forms an integral part of this Report.
The Company has one Associate Firm named Kanagathara Wind Farms in which our company
holds 26 % for the purpose of captive consumption of wind power. The details are mentioned
in Form AOC-1 as annexed as a part of this report vide ANNEXURE-II.
DIVIDEND
The Directors have recommended a dividend of Rs. 2.20 per share (22% on the Face value)
for the year ended 31st March 2023 absorbing a sum of Rs.1,48,50,000/- for the approval of
the shareholders at the ensuing Annual General Meeting. Pursuant to the Income-tax Act,
1961 read with the Finance Act, 2020. Dividend income is taxable in the hands of the
Members with effect from 1st April, 2020 and the Company is required to deduct tax at
source from such dividend at the prescribed rates.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The unclaimed Dividend relating to the financial year 2015-16, is due for remittance
during September, 2023 to the Investor Education and Protection Fund (IEPF) established by
the Central Government. During the year under review, as per the requirements of the
Investor Education and Protection Fund Authority Accounting, Audit, Transfer and Refund)
Rules, 2016, (IEPF Rules) 11295 equity shares of Rs.10/- each on which dividend had
remained unclaimed for a period of 7 years have been transferred to the credit of the
demat account identified by the IEPF Authority.
GENERALRESERVE
During the year, your Company has transferred an amount of Rs.101.31 lakhs to the
General Reserve.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31,2023 was Rs. 6,75,00,000/- comprising
67,50,000 shares of Rs. 10/- each. During the year under review, the company has not made
any fresh issue of shares.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:
The Company has not issued any Equity Shares with Differential Rights during the
Financial Year 2022-2023.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:
The Company has not provided any Stock Option Scheme to the employees during the year
Under Review.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:
The Company has not issued any Sweat Equity Shares during the year under review. ANNUAL
RETURN:
As required pursuant to Section 92 of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return in the prescribed
form is available at the web link https://tinyurl.com/AmariothiAnnualReturn and available
in the website of the Company www.amarjothi.net.
NUMBER OF BOARD MEETINGS:
During the year under review Seven (7) meetings of the Board of Directors were held.
Further details regarding the number of meetings of Board of Directors and Committees
thereof and the attendance of the Directors at such meetings are provided under the
Corporate Governance Report.
Date of meetings:
| 30.05.2022 |
13.06.2022 |
11.08.2022 |
07.11.2022 |
| 01.02.2023 |
13.02.2023 |
15.02.2023 |
|
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013, with
respect to the Directors' Responsibility Statement, it is hereby confirmed that-
a. In the preparation of the annual accounts for the year ended 31.03.2023, the
applicable accounting standards have been followed and there are no material departures
from those standards;
b. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the loss of the Company for that period;
c. the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. the Directors have prepared the annual accounts on a going concern basis;
e. the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f. the Directors have devised proper systems to ensure compliance with the provisions
of all the applicable laws and such systems were adequate and operating effectively.
NO FRAUDS REPORTED BY STATUTORY AUDITORS
There is no instance of frauds reported by the statutory auditors of the Company for
the financial year under review under sub-Section (12) of Section 143 of the Companies
Act, 2013.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 [‘SEBI (LODR) / Listing Regulations'] so as to qualify themselves
as Independent Directors under the provisions of the Companies Act, 2013 and the relevant
rules of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
[‘SEBI (LODR) / Listing Regulations']. Further, they have also declared that they are
not aware of any circumstance or situation, which exists or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence. The Independent Directors of the
Company have complied with the requirements of the provisions in relation to Independent
Directors Databank as stated in the Companies (Creation and Maintenance of databank of
Independent Directors) Rules, 2019 and the Companies (Appointment and Qualification of
Directors) Rules, 2014 as amended from time to time
The Independent Directors have also confirmed that they have complied with the
Company's Code of Business Conduct & Ethics. Board of Directors have evaluated the
Independent Directors appointed / re-appointed during the year 2022-23 and opined that the
integrity, expertise and experience (including proficiency) of the Independent Directors
is satisfactory.
NOMINATION AND REMUNERATION COMMITTEE AND POLICY
Nomination and Remuneration Committee of Directors has been formed and has been
empowered and authorized to exercise power as entrusted under the provisions of Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015 (both as amended from time to time). The Company has a policy on
Directors' / Senior Management appointment and remuneration which specifies criteria for
determining the qualification, positive attributes for Senior Management and Directors.
The policy also specifies the criteria for determination of independence of a Director and
other matters provided under sub-section (3) of Section 178. The above policy has been
posted on the website of the Company at - www.amarjothi.net and the web link for the same
is https://tinvurl.com/NRC-POLICY
AUDITORS COMMENTS
There are no adverse comments in the reports of Statutory Auditors (appearing elsewhere
in the Annual Report) and that of the Secretarial Auditors (annexed hereto as Annexure
III).
PARTICULARS OF LOANS/GUARANTEE/INVESTMENTS
The Company has not given / made any Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013, during the year under review.
Details of investments made in the earlier years have been disclosed in the notes to the
financial statements
PARTICULARS OF CONTRACTS WITH RELATED PARTY
The transactions entered by the Company with the related parties during the financial
year 2022-23 are in the ordinary course of business and at arm's length basis. The Company
had entered material transaction with its wholly owned subsidiary, under Section 188 of
the Companies Act, 2013, during the year. The particulars of related party transactions
are provided in the form AOC 2 and annexed to the Boards' Report as ANNEXURE - III.
The Policy on Related Party is available on the Company's website at www.amarjothi.net and
the web link for the same is https://tinyurl.com/RPT-POLICY
MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR (MARCH 31,2023) TO
WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS DIRECTORS' REPORT.
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
and the date of this report.
STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards and that such systems are adequate and operating
effectively. The Company is in compliance with the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India and approved by the Central Government
under Section 118(10) of the Act.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information relating to Conservation of Energy, Foreign Exchange Earning and Out
Go,
Technology Absorption pursuant to section 134(3) (m) of the Act, read with rule 8 sub
rule 3 of the Companies (Accounts) Rules, 2014 is attached as ANNEXURE -I which
forms part of the report.
RISK MANAGEMENT:
This annual report has got a detailed chapter on management discussion and analysis on
risk management stating about risk management by the Company. It is periodically reviewed
by the Board. The Company's business model has Comprehensive and integrated risk
management framework that comprises a clear understanding of strategy, policy initiatives,
prudential norms, proactive mitigation, and structured reporting. In addition, the Board
periodically reviews and discusses all assets with significant risks, including
deliberating on the sector- specific and systemic risks in the business environment. Other
key variables monitored for risk are market condition and product costing.
EVALUATION OF BOARD'SPERFORMANCE:
On the advice of the Board of Directors, the Nomination and Remuneration Committee of
Board of Directors of the Company have formulated the criteria for the evaluation of the
performance of Board of Individual Directors, Board, Committees of Directors, Independent
Directors, Non-Independent Directors, and the Chairperson of the Board. Based on that
performance evaluation has been undertaken. The Independent Directors of the Company have
also convened a separate meeting for this purpose. All the results and evaluation has been
communicated to the Chairperson of the Board of Directors.
DIRECTORS' & KEY MANAGERIAL PERSONNEL
DIRECTORS:
RE-APPOINTMENT OF RETIRING DIRECTOR
Sri.M.Moorthi (DIN: 06801357), Director who retires by rotation at the ensuing Annual
General Meeting, being eligible offers himself for re-appointment. The Board recommends
his re-appointment in the forthcoming Annual General Meeting.
KEY MANAGERIAL PERSONNEL:
As on 31st March, 2023 following persons have been designated as Key Managerial
Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with
the Rules framed there under.
1. Sri. R. Premchander- Managing Director,
2. Sri. R. Jaichander-Joint Managing Director,
3. Sri.P.Singaravelu - Chief Financial Officer (Till 30.06.2022)
Sri.K.Elango - Chief Financial Officer (from 11.08.2022)
4. Smt. Mohana Priya.M - Company Secretary
DEPOSITS
During the year under review, your Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
REMUNERATION OF DIRECTORS & KMP:
Disclosure pursuant to Rule 5 (1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed vide "ANNEXURE VI" and in
term of the provision of Section 197(12) of Act read with rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 a statement
showing the names and other particulars of the employees drawing remuneration in excess of
the limits set out in the said rules are annexed to this report as "ANNEXURE
VII".
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL:
During the year 2022-23, no significant and material Orders were passed by the
Regulators or Courts or Tribunals impacting the going concern status and company's
operations in future
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
The Company has a well-established internal financial control and risk management
framework, with appropriate policies and procedures, to ensure the highest standards of
integrity and transparency in its operations and a strong corporate governance structure,
while maintaining excellence in services to all its stakeholders. Appropriate controls are
in place to ensure: (a) the orderly and efficient conduct of business, including adherence
to policies, (b) safeguarding of assets, (c) prevention and detection of frauds / errors,
(d) accuracy and completeness of the accounting records and (e) timely preparation of
reliable financial information.
CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the provisions of Section 129 (3) of the Companies Act, 2013, the
Consolidated Financial Statements, drawn up in accordance with the applicable Accounting
Standards, form part of the Annual Report.
The consolidated net profit for the year was Rs.1029.68 lakh as against Rs. 2177.32
lakh. in the previous year. The Company's consolidated net worth stood at Rs.18087.75 lakh
as on 31st March 2023.
RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION/
REMUNERATION FROM ITS HOLDING OR SUBSIDIARY.
The MD/WTD has not received any commission from other company/ its subsidiary.
BOARD & AUDIT COMMITTEE:
The details regarding number of board meetings held during the financial year and
composition of Audit Committee is furnished in the Corporate Governance Report.
COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM / WHISTLE BLOWER POLICY
The composition and attendance of the Audit Committee of the Board of Directors of the
Company are disclosed elsewhere in the Annual Report. The Company has devised a vigil
mechanism in the form of a Whistle Blower Policy in pursuance of provisions of Section
177(10) of the Companies Act, 2013 as explained in the Corporate Governance Report and
posted on the website of company and can be accessed at the link https://tinyurl.com/
AJSMWhistleBlowerpolicy . During the year under review, there were no complaints received
under this mechanism.
CORPORATE SOCIAL RESPONSIBILITY
Based on last three years average Net Profit, the Company is required to spend a sum of
Rs.34,36,068/- in the year 2022-23. The Company has spent the amount towards contribution
to the Prime Ministers Relief Fund.
The company has adopted a Corporate Social Responsibility Policy defining therein the
CSR activities to be undertaken by the Company in areas or subject specified in Schedule
VII of the Companies Act, 2013. The Corporate Social Responsibility Committee of the Board
is responsible for the implementation and effective monitoring of the CSR activities of
the Company. The Annual Report on Company's CSR activities of the Company is furnished in
the prescribed format as "ANNEXURE V" to this report. The policy on CSR
is available in our company website www.amarjothi.net and the web link for the same is
https://tinyurl.com/ AMARJOTHI-CSR-POLICY
AUDITORS:
STATUTORY AUDITORS
Pursuant to the provisions of section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules,2014, Mr. V. Narayanaswami, Chartered Accountant,
Coimbatore, (Membership No.023661) were appointed as the Statutory Auditors of the Company
for a term of 5 (five) years to hold office from the conclusion of the 34th Annual General
Meeting held on September 29, 2022 till the conclusion of the 39th Annual General Meeting
of the Company to be held in year 2027. The Audit Report of the Statutory Auditors forms
part of the Annual Report. The Auditors' Report does not contain any qualification. Notes
to Accounts and Auditors remarks in their report are self-explanatory.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mr. R.Ramchandar, B.com, FCS,LLB,Company Secretary in Practice (C.P No.
12240) to conduct the Secretarial Audit of the Company. The Secretarial Audit report is
annexed herewith as ANNEXURE - IV and forms an integral part of this Report.
INTERNAL AUDITORS
Mr.M.S.Sivakumar, Chartered Accountant, is appointed as internal auditor of the
Company. He has played an important role in strengthening the Systems and internal
Controls within the Company.
DISCLOSURE OF COST AUDITOR AND COST AUDIT REPORT
As per Section 148 of the Companies Act, 2013 read with Rules framed there under, M/s.
Nagarajan & Co, Practicing Cost Accountants, (Firm's Membership No; 000088) were
appointed as Cost Auditors for the financial year 2022-23 to conduct cost audit of the
accounts maintained by the Company in respect of the various products prescribed under the
applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the
Board of Directors on the recommendation of Audit Committee. The requisite resolution for
ratification of remuneration of cost Auditors by members of the Company has been set out
in the Notice of ensuing annual general meeting. They have also been appointed as Cost
Auditors for financial year 2023-24 by the Board of Directors, upon recommendation of
Audit Committee, to conduct cost audit of the accounts maintained by the Company in
respect of the various products prescribed under the applicable Cost Audit Rules.
The Cost Audit Report for the financial year 2022-23, issued by M/s. Nagarajan &
Co, Cost Auditors, in respect of the various products prescribed under Cost Audit Rules
will be filed within the due date prescribed by the Act.
COST RECORDS
The Company has maintained the Cost Records as specified by the Central Government
under sub-section (1) of Section 148 of the Companies Act, 2013.
POSTAL BALLOT
During the year under review, the Company has not passed any transaction through Postal
Ballot.
CORPORATE GOVERNANCE
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report, Report on Corporate
Governance and Auditors Certificate regarding compliance of conditions of Corporate
Governance provided elsewhere in this Report, forms part of the Directors' Report. A
detailed report on corporate governance, together with a certificate from the Statutory
Auditors, in compliance with Regulation 15(2) of the SEBI (LODR) Regulations, 2015 is
attached as part of this annual report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. No complaints were received during the year 2022-23.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR:
During the Financial Year 2022-23, there was no application made and proceeding
initiated / pending by any Financial and/or Operational Creditors against your Company
under the Insolvency and Bankruptcy Code, 2016.
As on the date of this Report, there is no application or proceeding pending against
your Company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
During the Financial Year 2022-23, the Company has not made any settlement with its
bankers for any loan(s) / facility(ies) availed or / and still in existence.
ACKNOWLEDGEMENT
Your directors gratefully acknowledge the support and co-operation extended to your
Company by all the customers, shareholders and bankers.
Your directors also place on record their appreciation of the tireless efforts of Team
Amarjothi, a dedicated and loyal band of people who have displayed unswerving commitment
to their work in these challenging times and helped the Company deliver good results.
The Company extends its thanks to the Central and State Government authorities for
their continued co-operation and assistance.
MAY LORD VENKATESWARA SHOWER HIS BLESSINGS FOR THE CONTINUED PROSPERTIY OF THE COMPANY.
|
By order of the Board |
|
| Place : Tirupur |
(Sd/-) R.PREMCHANDER |
(Sd/-) R.JAICHANDER |
| Date : 07.08.2023 |
Managing Director |
Joint Managing Director |
|
DIN:00390795 |
DIN: 00390836 |
|