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अमित स्पिनिंग इंडस्ट्रीज

बीएसई: 521076  |  NSE: ASIL  |  ISIN: INE988A01026  |  Textiles - Spinning - Cotton Blended

खोजें अमित स्पिनिंग इंडस्ट्रीज कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
The Directors have great pleasure in presenting the 23rd Annual Report
 together with Audited Statements of Accounts of the Company for the
 year ended March 31, 2015.
 Financial Results                                        (Rs. in Lakhs)
                                          2014-2015         2013-2014
 Net Sales (Turnover)                      3205.52           2,638.57
 Other Income                                 4.06               8.95
 Financial Charges                          347.29             396.52
 Depreciation                               343.59             410.33
 Misc. Expenses written off                      0                  0
 Profit/(Loss) before tax (PBT)           (1533.46)           (962.02)
 Deferred Tax                                878.25                 0
 Net Profit/(Loss)                         <2411.71)          (962.02)
 During the fiscal 2014-15, the turnover of the Company increased to Rs.
 3,205.52 Lakhs as compared to Rs. 2,638.57 Lakhs in the previous year.
 However due to sluggish market, increase in labour, power and other
 operational costs , and financial constraints , Company could not
 optimally utilize its capacities and its lossess increased to Rs.
 2,411.71 Lakhs as compared to Rs. 962.02 Lakhs in the previous year.
 Further, over the period the company has eroded its net worth
 completely and it has been declared as a Sick Company under Sick
 Industrial Companies (Special Provisions) Act''1985 by the Board for
 industrial and financial restructuring (BIFR) vide its order dated 18th
 July''2012.  Management Discussion and Analysis Indian Textile Industry
 is one of the leading textile Industries in the world. The textile
 sector has always been an important part of people''s lives in India.
 The textile sector is highly diverse and has hand-spun and hand woven
 segments at one end of the spectrum, and capital- intensive,
 sophisticated and modern mills at the other. India''s Textile Industry
 is largely dependent on textile manufacturing and export and India
 earns about 17% of its foreign exchange through Indian textile exports.
 The Indian Textile Industry also contributes 5% of the GDP and employs
 more than 35 million people, the second largest employment only after
 agriculture, and 14% of the industrial production of the country.
 However, for Amit Spinning the last fiscal was very difficult and
 challenging mainly due to sluggish market demand and rapid &
 significant increase in labour, power and other operating costs and
 shortage of working capital .which lead to fall in EBITDA levels.
 M/s Amit Spinning Industries Limited has already been declared as a
 Sick Company under SICA by BIFR and the UCO Bank has been appointed as
 the Operating Agency. However, with an attempt to safeguard the
 interests of the stakeholders particularly employees, unit has been
 engaged in carrying out under job work.
 Management is confident that once the rehabilitation scheme is approved
 by the BIFR, Company will turn around and recover from the current
 difficult phase and accordingly it is in process of reviewing its
 strategic plans and looking at means to find a way to increase its
 turnover, reduce its costs and achieve a higher value addition so that
 it could achieve positive result in the near future.  Segment-Wise
 Amit Spinning Industries Ltd. (ASIL) being a cotton yarn manufacturer
 has only one business segment. On the basis of geographical
 categorization of market, ASIL identified two segments i.e. exports and
 During the year under review, Company has manufactured 1281.64 MT of
 yarn on its own resources and 1112.65 MT of yarn on job work basis.
 Subsidiary Companies
 As there are no subsidiaries/ associates / joint ventures of the
 Company, the provisions contained in Companies Act, 2013/Listing
 Agreements relating to subsidiaries are not applicable.  Share Capital
 The Company''s issued and paid up capital as on 31st March, 2015 stands
 at Rs. 20,58,48,335/- divided into 4,11,69,667 fully paid up equity
 shares of Rs. 5/- each. During the year, under review, the Company has
 not issued any share(s). Further the Company has not issued any share
 with differential Voting Rights/Sweat Equity shares/under Stock Option
 Scheme (ESOS) earlier and during the year.
 The Company has no scheme of provision of money for purchase of its own
 shares by employees or by trustees for the benefit of employees.  Hence
 the details under rule 16 (4) of Companies (Share Capital and
 Debentures) Rules, 2014 are not required to be disclosed.  Management
 Perception On Opportunities, Risks, Concern & Outlook The potential
 size of the Indian textile industry is expected to reach US0 billion
 by 2020. Government has allowed 100% FDI in the Indian textiles sector
 under the automatic route. Further, the Government has proposed the
 establishment of Centers of Excellence for training the workforce in
 the textile sector and also to establish institutes under the
 public-private partnership (PPP) model to encourage private sector
 participation in the development of the industry. However due to change
 in China policy, Indian exports have been affected and showed down by
 50% in the graph of financial year 2014-15, but could recover partially
 in the year 2015-16 to 1.2 million tones.
 Further, Government has approved a debt restructuring package to help
 loss making textile mills to be administered on case by case basis by
 the banks within the prudential norms of the Reserve Bank of India.
 Also, BIFR has decided on reliefs / concessions etc. to be given to
 units / companies on the revival packages which will prove to be
 beneficial for Amity Spinning Industries Limited, as well.
 Further, with focus on Make in India, the Indian Textile industry is
 expected to become resilient and robust through various support
 measures likely to be announced by the government. The future outlook
 for the Indian Textile Industry looks promising, buoyed by both strong
 domestic consumption and increase in export turnover.
 Slow but potentially promising increase in demand of cotton yarn in
 domestic market and talk of economic reforms by the new government as
 well as encouraging export promotion policy for textile sector have
 already improved market sentiments to some extent. With the awaited
 approval of rehabilitation scheme by BIFR and with the continued
 support and co-operation of company''s bankers, management believes that
 your Company would again initiate its own production, optimally utilize
 capacities, increase sales volumes, and consequently margins are also
 expected to be strengthened in due course.  Directors
 (a) Change in Directors or Key Managerial Personnel
 In terms of provisions of the Companies Act, 2013 read with Clause 49
 of Listing Agreement, during the year, Ms. Priya Lohani has been
 appointed as Additional Director in the position of Woman Director on
 the Board of the Company w.e.f. 31st March, 2015 and holds office upto
 ensuing Annual General Meeting. She however being eligible for
 reappointment, company has received an application from the member for
 consideration of her appointment as women director on the board in the
 ensuing Annual General Meeting itself.  During the period under review,
 Mr. Shreyas S Alatkar, Manager Accounts has been entrusted with
 responsibility to discharge the functions of CFO (Chief Financial
 Officer) along with other functions of the Company w.e.f 13th February,
 2015 in place of Mr. Mahesh Anand Raut, who was appointed as CFO on
 11th August, 2014.
 Mr. K Sankaramani is retiring by rotation in the forthcoming Annual
 General Meeting and being eligible, offer himself for re-appointment.
 Brief resume of the Directors proposed to be appointed/re-appointed,
 nature of their expertise in specific functional areas and names of the
 companies in which they hold directorship and membership/chairmanships
 of the Board or its Committees, as stipulated under Clause 49 of the
 listing agreement entered by the Company with stock exchanges in India,
 is provided in the Report of Corporate Governance forming part of the
 Annual Report.
 (b) Number of Meetings of the Board
 Four meetings of the Board were held during the year. The detailed
 information regarding meetings of the Board held during the year is
 mentioned in the Corporate Governance Report which forms part to this
 (c) Declaration by Independent Directors
 All Independent Directors have given declarations that they meet the
 criteria of independence as laid down under Section 149(6) of the
 Companies Act, 2013 and Clause 49 of the Listing Agreement.
 (d) Annual Evaluation by the Board
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, the Board has carried out an annual performance
 evaluation of its own performance, the directors individually as well
 as its Committees. The manner in which the evaluation has been carried
 out has been explained in the Corporate Governance Report.
 (e) Remuneration Policy
 The Board has, on the recommendation of the Nomination & Remuneration
 Committee framed a policy for selection and appointment of Directors,
 Senior Management and their remuneration. The Remuneration Policy is
 stated in the Corporate Governance Report. During the year, neither the
 Managing Director nor the Whole-time Directors of the Company received
 any remuneration or commission from any of its subsidiaries.
 Directors'' Responsibility Statement
 Pursuant to the requirement of Section 134(3)(c) of the Companies Act,
 2013, with respect to Directors'' Responsibility Statement, it is hereby
 confirmed that:
 (a) in the preparation of the annual accounts for the financial year
 ended 31st March, 2015, the applicable accounting standards had been
 followed along with proper explanation relating to material departures;
 (b) the directors had 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 as at March 31, 2015 and of the profit and loss of the
 company for that period;
 (c) the directors had 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
 (d) the directors had prepared the annual accounts on a going concern
 basis; and
 (e) the 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 directors had devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.  Related Party Transactions All
 related party transactions that were entered into during the financial
 year were on an arm''s length basis and were in the ordinary course of
 business. Company has entered into a material transaction with one
 related party i.e. its holding Company M/s Spandex Industries Limited
 according to the policy framed for the related party transactions and
 the same has been disclosed in the note to financial statements.
 However there were no other materially significant related party
 transactions entered into by the Company with Promoters, Directors, Key
 Managerial Personnel or other designated persons which may have a
 potential conflict with the interest of the Company at large.
 Prior omnibus approval of the Audit Committee was obtained for Related
 Party Transactions for a period up to 31st March, 2015 and for the
 financial year 2015-16. The transactions entered into pursuant to the
 omnibus approval so granted were audited and a statement giving details
 of all related party transactions were placed before the Audit
 Committee for its review on a quarterly basis.
 The Company has framed a Related Party Transactions Policy for purpose
 of identification and monitoring of such transactions. The policy on
 Related Party Transactions as approved by the Board has been uploaded
 on the Company''s website.
 None of the Directors has any pecuniary relationships or transactions
 vis-a-vis the Company. All related party transactions entered into by
 the Company were in ordinary course of business and were on an arm''s
 length basis, however for the transaction entered with its holding
 company fall under material transaction and details of the same is
 mentioned in form AOC - 2 attached herewith as Annexure-1.
 Significant and Material Orders passed by the Regulators or Courts
 There are no significant or material orders passed by the Regulators /
 Courts which would impact the going concern status of the Company and
 its future operations.
 (a) Statutory Auditors
 M/s. Sunil Jain & Co., Chartered Accountants, (Registration No.
 003855N) have been appointed as Statutory Auditors of the Company at
 22nd Annual General Meeting held on 11th September, 2014 to hold office
 until conclusion of 26th Annual General Meeting for a period of four
 years, as provided in Section 139 of the Companies Act, 2013, the said
 appointment is being placed for ratification at the forthcoming Annual
 General Meeting.
 The Company has received a confirmation from M/s. Sunil Jain & Co.,
 Chartered Accountants to the effect that their appointment, if made, at
 the ensuing AGM would be in terms of Sections 139 and 141 of the
 Companies Act, 2013 and rules made there under and that they are not
 disqualified for re-appointment.  Auditors Report The Auditors'' Report
 read with the Notes to Accounts is self-explanatory and do not call for
 any further explanation under Section 134 of the Companies Act, 2013,
 except for the responses in respect of some observations as mentioned
 here in below.  Directors'' view on Auditor''s Observations Directors''
 response to the various observations of the auditors made in their
 report, has been explained wherever necessary through appropriate notes
 to accounts, however pertinent notes are reproduced hereunder in
 compliance with the relevant legal requirements and wherever required
 further explanation is furnished:
 Note No. 30 of the Financial Statement qualified by Auditors
 The Loans and Advances of the Company include a sum of Rs.1,93,46,572,
 being an amount receivable from Customs Department as drawbacks against
 the export sale pertaining to the period 1993 to September, 2004 when
 the unit was 100% Export Oriented Unit (EOU).  The company has earlier
 filed an application with the office of DGFT for the claim and made
 significant efforts for receiving the claim. The Company has also filed
 claim against Jak Traders Private Ltd. for recovery of the claims.
 Note No. 31 of the Financial Statement without qualifying, Auditors
 have drawn attention
 As on March 31, 2015, the accumulated losses of the Company have far
 exceeded its net worth. In the opinion of the management, the Company''s
 operations are affected by global business downturn which has resulted
 in reduction in demand, increase in input costs and shortage of working
 capital. The Company has also filed a reference with Board for
 Industrial and Financial Restructuring (BIFR) under Section 15 of Sick
 Industrial Companies (Special Provisions) Act, 1985 for determination
 of sickness and measures to be adopted for rehabilitation. The BIFR,
 vide its order, dated 18.07.2012 declared the Company as sick under
 section 3(1)(o) of SICA, 1985 and appointed UCO Bank as Operating
 Agency (OA) under section 17(3) to prepare Rehabilitation Scheme for
 the Company. However, on the strength of management''s plan of revival
 including reorganization of business, these financial statements are
 prepared on a going concern basis.
 (b) Cost Auditor
 Pursuant to recent amendment to the Companies (Cost Records and Audit)
 Rules, 2014, the provision relating to carry out cost audit is not
 applicable to the Company for financial year 2015-16.
 (c) Secretarial Auditor & Audit Report
 Pursuant to provisions of Section 204 of the Companies Act, 2013, the
 Company has appointed M/s. Loveneet Handa & Associates, Practicing
 Company Secretary (having CP No. 10753 & Membership No. 25973) as
 Secretarial Auditor to carry out the secretarial audit for the
 financial year 2014-2015.
 The Secretarial Audit Report for the financial year ended March 31,
 2015 is annexed herewith marked as Annexure 2 to this Report.  There
 are no qualifications or observations or remarks made by the
 Secretarial Auditors in their Report.
 (d) Internal Auditors
 Pursuant to section 138 of the Companies Act, 2013 read with The
 Companies (Accounts) Rules, 2014, the Company has appointed Dr.  Sunil
 Kumar Gupta as the Internal Auditor of the Company.  Internal Control
 Systems and Adequacy The Company has established adequate internal
 control systems, commensurate with its size and nature of business and
 such systems are periodically audited, verified and reviewed for their
 validity, considering the changing business scenario from time to time,
 the Audit Committee of the Board of Directors reviews the adequacy and
 effectiveness of internal control systems and suggests improvement for
 strengthening them from time to time.  
 Extract of the Annual Return The details forming part of the extract of
 the Annual Return in form MGT 9 is annexed herewith as Annexure-3 to
 this Report.  Conservation of Energy , Technology absorption and
 Foreign Exchange Earnings and Outgo Company has implemented energy
 conservation methods and such action has resulted into major savings in
 energy consumption as well as in cost control. 
 The information as required to be disclosed under Section 134(3)(m) of
 the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts)
 Rules, 2014 is set out in the Annexure - 4 to this Report.  Particulars
 of Employees None of the employee has received remuneration exceeding
 the limit as stated in rule 5(2) of the Companies (Appointment and
 Remuneration of Managerial Personnel) Rules, 2014 read with the
 Companies(Particulars of Employees) Rules, 1975, as amended, hence no
 particulars are required to be given herein.  Deposits The Company has
 not accepted or renewed any deposit during the year and there are no
 outstanding and/or overdue deposits as at 31st March, 2015.
 Particulars of Loans, Guarantees or Investments
 Details of loans, Guarantees and Investments covered under the
 provision of Section 186 of the Companies Act, 2013 are given in the
 notes to the Financial Statements.  Risk Management A Risk Management
 Committee has been constituted to oversee the risk management process
 in the Company as required under the Companies Act, 2013 and Clause 49
 of the Listing Agreement. The details of the Committee and its terms of
 reference are set out in the Corporate Governance Report forming part
 of the Board''s Report. The Risk Management Policy has also been hosted
 on the website of the company Vigil Mechanism The Company has framed
 and implemented a vigil mechanism named as Whistle Blower Policy to
 deal with instances of fraud and mismanagement, if any. The details of
 the Whistle Blower Policy are provided in the Corporate Governance
 Report and also posted on the website of the Company.
 During the year under review, there were no cases filed pursuant to the
 Sexual Harassment of Women at Workplace (Prevention, Prohibition and
 Redressal) Act, 2013.  Dividend During the year under review, the
 Company has no distributable profits hence your Directors do not
 recommend payment of any dividend.  Transfer To Reserves During the
 year, the Company has not transferred any amount to reserves.  Material
 changes between the date of the Board Report and end of financial year
 Due to market and financial constraints, the Company was not able to
 fully utilize and leverage its production capacity and the
 Rehabilitation Plan filed by the Company with BIFR is yet to be
 considered and approved, resultantly management was left with no option
 but to keep the manufacturing unit situated at Kolhapur, Maharashtra
 inoperative.  Human Resources/Industrial Relations The Company and its
 management value the talent, commitment and dedication of its employees
 and acknowledge their contribution. All employees in the Company work
 as a team and integral part of the family, sharing their ideas and
 concerns through discussions, Town Hall meetings and intranet network
 installed across the units.
 Industrial Relations scenario at the continues to be healthy and
 enthusiastic.  Information Technology Information Technology continues
 to be an integral part of your company''s business strategy. The Company
 is working on SAP platform integrating its business processes,
 financial parameters, customer transactions and people, effectively on
 real time basis.  Change in the nature of Business There is no change
 in the nature of the business of the company.  Corporate Governance and
 Management Discussion and Analysis As stipulated under Clause 49 of the
 Listing Agreement entered into with Stock Exchanges, a report on
 Corporate Governance is attached separately as a part of the Annual
 Report and the Management Discussion and Analysis (MD & A) is included
 in this report so that duplication and overlap between Directors''
 Report and a separate MD & A is avoided and the entire information is
 provided in a composite and comprehensive manner.  Listing of Shares
 Presently Company''s shares are listed and traded at the BSE Limited,
 Mumbai (BSE) and National Stock Exchange of India, Mumbai (NSE).  Due
 to financial crises and running the manufacturing unit on job work
 basis, the Annual Listing Fee for the financial year 2015-16 is yet to
 paid to BSE & NSE and Company is in process of making payment there for
 in due course.  Conclusion Your company is presently going through
 challenging and difficult period due to market and financial
 constraints. It has already been declared as a Sick Company under Sick
 Industrial Companies (Special Provisions) Act, 1985 by BIFR vide its
 order dated 18th July''2012, and UCO Bank has been appointed as an
 Operating Agency to work out DRS for the Company in consultation with
 lenders. It is however expected, on Company receiving BIFR approval for
 its DRS, it would be in a better position to augment its production and
 sales, by utilizing its capacities optimally. In the meanwhile to meet
 its day to day expenses, fixed expenses and expenses relating to
 Employees/workers, it is undertaking job work from other yarn
 manufacturers.  Acknowledgments The Directors take this opportunity to
 express their grateful appreciation for the whole hearted and sincere
 co-operation the Company had received from the various departments of
 Central and State Government, Bankers, Financial Institutions,
 Customers, Suppliers and Contractors as well as Members of the Company
 during the year under review of the Company. The Directors also wish to
 place on record the appreciation for the contribution made by all the
 employees at all levels and hope that with their continued commitment
 and dedication the Company could look forward to more profitable
 operations ahead.
                                  On behalf of the BOARD OF DIRECTORS
 Place New Delhi                                            S P SETIA 
 Date : August 11, 2015                                      CHAIRMAN
स्रोत: रेलीगरे टेचनोवा

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