Chitradurga Spintex Ltd.
|BSE: 521244||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE676G01024|
|BSE LIVE 14:02 | 08 Dec||6.00||
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
Chitradurga Spintex Ltd. (CHITRADURGASPIN) - Director Report
Company director report
Your Directors have pleasure in presenting their 24th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended 31st March 2015.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The Board's Report shall be prepared based on the standalone Financial Statements ofthe Company.
2. COMPANY'S PERFORMANCE AFFAIR
Your Directors are positive about the Company's operations and making best efforts toimplement the cost reduction measures to the extent feasible.
Considering the present financial status of the Company your directors do notrecommend any dividend for the year under report.
4. RESERVES AND SURPLUS
The balance of Profit & Loss statement amounting to Rs. 266267/- for FinancialYear under review is transferred to reserves. The total reserves for the Financial Year2014-15 is Rs. (33903613)/-
5. SHARE CAPITAL
The total paid up share capital of the Company as on 31st March 2015 is Rs.46103000/- comprising of 4610300 Equity Shares of Rs. 10/- each.
The Karnataka High Court vide its order dated 10th July 2015 has approved the scheme ofreduction of capital on account of which the equity share capital of company will bereduced from 4610300 equity shares of Rs 10 each aggregating Rs 46103000 to 461030equity shares of Rs. 10 each aggregating to Rs.4610300. Accordingly an amount of Rs.41492700 will be reduced from the equity share capital by setting it off against theaccumulated losses of the company. The appointed date for the scheme was 1st April 2013.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to Section 161 of Companies Act 2013 Ms. Namrata Malu (DIN: 03583659) hasbeen appointed as an Additional Independent Director in the Board Meeting held on 25thMarch 2015.
Pursuant to the provisions of Section 203 of the Companies Act 2013 Mr. ShivannaRajasekharappa has been appointed as Chief Financial Officer in the Board Meeting held on25th March 2015.
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 10 (Ten) Board Meetings and 6 (Six) Audit Committee Meetings were convened andheld. The details of which are given as under.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
8. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration Committee.
9. COMMITTEES OF THE BOARD
During the year in accordance with provisions of Companies Act 2013 the Board ofDirectors of the Company has re-named the existing committee i.e. StakeholdersRelationship Committee and constituted Nomination and Remuneration Committee.
There are currently three committees of the Board as following:
1) Audit Committee
The Audit Committee of the Company reviews the reports to be submitted with the Boardof Directors with respect of auditing and accounting matters. It also supervises theCompany's financial reporting process.
The Audit Committee Comprises of 3 (Three) Directors. The Chairman of the AuditCommittee is a Non-executive and Independent Director. The Composition of the AuditCommittee is as under:
2) Nomination and Remuneration Committee
The Company has constituted Nomination and Remuneration Committee and presently theRemuneration Committee comprises of 3 (Three) Directors.
The composition of the Nomination and Remuneration Committee is as under:
3) Stakeholders Relationship Committee
It was apprised to the Board that pursuant to requirements of Section 178 of theCompanies Act 2013 Company which has more than 1000 (One Thousand) shareholders at anytime during a Financial Year shall constitute a 'Stakeholders' Relationship Committee'consisting of a Chairperson who shall be a Non-Executive Director and such other membersas may be decided by the Board.
In view of above the 'Shareholders Grievance Committee' formed as per the requirementsof the Listing Agreement requires to be re-named/ re-constituted as 'StakeholdersRelationship Committee' and to merge and redesign the Company's 'Share Transfer Committee'along with the Stakeholders' Relationship Committee. The Committee inter-alia deals withvarious matters relating to:
Transfer/transmission of shares;
Issue of duplicate share certificates;
Investors' grievances and redressal mechanism and recommend measures to improvethe level of investor services.
Details of shares transfer/transmission approved by the Committee andShareholders'/Investors' grievances are placed at the Board Meetings from time to time.
10. REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
11. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 the directors would like tostate that:
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give true andfair view of the state of affairs of the Company for the year under review.
c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
f) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
The Auditor Mr. Chetan Dedhia Chartered Accountant Mumbai retire at the ensuingAnnual General Meeting and being eligible offer himself for reappointment for a periodfrom the conclusion of this Annual General Meeting [AGM] till the conclusion of 27th(Twenty Seventh) AGM.
13. AUDITOR'S REPORT
The Board has duly examined the Statutory Auditor's report on accounts which is selfexplanatory and clarifications wherever necessary have been included in the Notes toFinancial Statements of the Annual Report.
Regarding Auditor's comment on 'ongoing concern' the Director contend that the Companywill be able to continue as going concern though the Company has not undertaken anybusiness activity its net worth remains negative and considering the fact that theCompany has adequate resources to continue in operational existence for the foreseeablefuture and taking into account the management assessment of improvement in the economiccondition in general and as borne out by AS16 issued by the Council of the ICAI theycontinue to adopt the going concern basis in preparing the annual report and accounts.
Your Directors continue to improve the financial viability of the Company and alsotake such steps as may be required under current laws and regulations in terms ofdisclosure and reporting required to be made to concerned statutory authorities.
14. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under M/s. S G Parekh &Co. Practicing Company Secretary have been appointed Secretarial Auditors of the Company.The report of the Secretarial Auditors is enclosed as Annexure to this report.
Secretarial Auditor's observation and Management's explanation to the Auditor'sobservation -
a) Non appointment of Company Secretary
The Board would like to bring to your notice that the Company has been trying torecruit a Company Secretary on best efforts basis since a long time but the Company hasnot been successful.
b) Clause 41 - Publication of Results audited and unaudited in news paper
The Company has not been doing that since the financial position of the Company doesnot allow Board to incur such expenditure keeping in mind that the results are madeavailable for investors and market through Stock Exchange. The Company on timely basissubmits the results to the Exchange to bring the information in public domain.
c) Non appointment of Internal Auditor
Due to financial constraints the Board decided to appoint the Internal Auditor in NextFinancial year keeping in mind revival of the Company in near future.
d) Delay in compliance with Clause 31 of the Listing Agreement
The Board would like to inform that there was a delay of 10 days in complying with therequirements of Clause 31.
e) Non filing of certain forms with ROC
With regard to non filing of some forms were mainly due to ambiguity and uncertainty ofthe applicability of the same for the relevant period.
However the Company would ensure in future that all the provisions are complied to thefullest extent. The report of the Secretarial Auditors is enclosed as Annexure II to thisreport.
15. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.chitradurga.co.in under investors/policydocuments/Vigil Mechanism Policy link.
16. RISK MANAGEMENT POLICY
A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any this in theopinion of the Board may threaten the existence of the Company.
17. EXTRACT OF ANNUAL RETURN
As required pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return in MGT9 as a part of this Annual Report as ANNEXURE I.
18. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The code laid down by the Board is known as "Code of BusinessConduct" which forms an Appendix to the Code. The Code has been posted on theCompany's website www.chitradurga.co.in.
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Conservation of energy technology absorption foreign exchange earnings and outgo arenil during the year.
20. INDUSTRIAL RELATIONS:
During the year under review your Company maintained cordial relationship withemployees at all levels.
21. LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toBSE Limited where the Company's Shares are listed.
22. OTHER INFORMATION
Your Directors hereby states that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview:
1. During the year under the review the Company has not given any new loans and notprovided any Guarantees or made Investments under the provisions of Section 186 of theCompanies Act 2013;
2. The Provision of Section 135 of the Act with respect to Corporate SocialResponsibility (CSR) is not applicable to the Company hence there is no need to developpolicy on CSR and take initiative thereon;
3. The Company do not have any subsidiary joint venture or associate Company henceno need to state anything about the same;
4. The Company has not accepted deposits covered under Chapter V of the Act;
5. No significant material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future.
6. Since the Company having paid-up capital less than the threshold provided underClause 49 of the Listing Agreement hence the Company need not required to addressReports on Corporate Governance certificate/s pertains thereto and Management Discussionand Analysis Report
7. There are no employees who are in receipt of salary in excess of the limitsprescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
8. The Company has not entered any contracts or arrangements with related partiesspecified under Section 188 of Companies Act 2013.
An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.