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Sri Nandaa Spinners Ltd.

BSE: 530667 Sector: Industrials
NSE: N.A. ISIN Code: INE836E01011
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Sri Nandaa Spinners Ltd. (SRINANDAASPIN) - Director Report

Company director report

Your Directors are pleased to present the Annual Report and the Audited FinancialStatements of the Company for the period ended 31 March 2016.

REVIEW OF OPERATIONS:

During the period the company has reported a Loss of Rs. 633638 as against Rs 20222in the previous year.

FINANCIAL RESULTS:

(In Rs)

Description 2015-16 2014-15
Income from Operations
Total Expenditure 633638 20222
Profit/(Loss) Before Depreciation -633638 -20222
Depreciation
Net Profit/(Loss) before Provision for Tax -633638 -20222
Deferred Tax
Profit/(Loss) after Tax -633638 -20222

DIVIDEND

The Company has not declared any dividend for the period.

FIXED DEPOSIT

The Company has neither accepted nor renewed any deposits during the period underreview.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATES AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the period to which this financial statement relates and the date of thisreport.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The said provisions of Corporate Social Responsibility are not applicable to theCompany for the current period.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

The Company has not given loans guarantees or made investments which are covered bysection 186 of the companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has not entered into any contracts or agreements with related partiesduring the period ended 31 March 2016 under review

EXPLANATIONS OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications/reservations/adverse remarks/disclaimers made by theauditors of the Company

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The Company has devised a Policy relating to appointment of Directors Payment ofManagerial remuneration Directors qualifications positive attributes Independence ofDirectors and other related matters as provided under Section 178(3) of the Companies Act2013.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had Six Board meetings during the period under review. Details of the sameare given in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

FUTURE OUTLOOK

The Company is now looking for a new investor who would infuse funds to revive thebusiness. It has been proposed to change the main object of the business. Also theCompany has applied for revocation of suspension of trading with Stock Exchanges.

OPPORTUNITIES AND THREATS

As the Indian economy is experiencing a slow growth phase the long term prospects forinfrastructural activities continues to be attractive.

RISKS & CONCERNS

Delay in revocation of suspension of trading will delay the revival process of thecompany.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act 2013 theBoard hereby submits its Responsibility Statement:-

(i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial period and ofthe profit and loss of the company for the period ended 31 March 2016;

(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively. Internal financial control means the policies and procedures adopted by thecompany for ensuring the orderly and efficient conduct of its business including adherenceto company's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information and

(vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS

The Company's Board comprises of the following directors at present:

Mr. Venkataraman Mr. Devaraj Venkitasamy Naidu Mr. Krishnasamy Narayanasamy Mr.Jaganathan Venkitasamy Naidu Mr. Raman Radhakrishnan Mr. Subrahmaniam Muthuraman Ms.Bhagya Lakshmi Rameshkumar Mr. K Bindhu Sadhakan

Mr. K Bindhu Sadhakan was appointed as director during the period with effect from 11thJuly 2016.Ms. Bhaghya Lakshmi Rameshkumar resigned from the Board during the period wef11th July 2016

COMMITTEES OF THE BOARD

Currently the Board has three Committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

A detailed note on board and its committees is provided in the Corporate GovernanceReport.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013so as to qualify themselves for the continuance/appointment as Independent Directors underthe provisions of the Companies Act 2013 and the relevant rules.

AUDITORS

M/s. Venkatesh & Co Chartered Accountants be and are hereby appointed asStatutory Auditors of the Company to hold office from the conclusion of this AnnualGeneral Meeting until the conclusion of the next Annual general Meeting.

CS APPOINTMENT

During the year Ms. S Aarthi was appointed as Company Secretary of the Company.

SECRETARIAL AUDIT REPORT

The Company has appointed Mrs. J. Bhuvaneswari Company Secretary in Practice toundertake the Secretarial Audit for the period ended 31 March 2016. The Report of theSecretarial Audit Report is annexed to this report.

DIRECTOR'S REPLY TO SECRETARIAL AUDITOR'S OBSERVATION

Company is taking steps to appoint Company Secretary and regarding suspension oftrading in shares the Company has submitted revocation application to BSE Limited.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated under LODR forms part of this AnnualReport. The requisite certificate from a Practicing Company Secretary confirmingcompliance with the conditions of Corporate Governance as is attached to this Report.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND WHISTLE BLOWER POLICY

The Audit Committee as on 31 March 2016 consists of three Directors:

Mr. D. P. Venkataraman

Mr. S. P. Muthuraman

Mr R. Radhakrishnan

SHARES

The Company has not bought back any of its shares during the period under review. TheCompany also has not issued any Sweat Equity Shares Bonus Shares or Stock Option Schemeduring the period under review.

ANNUAL RETURN

The extracts of Annual Return in Form MGT 9 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and Administration) Rules 2014 is annexedto this report.

PARTICULARS OF EMPLOYEES

The Company has no Employees whose salary exceeds the limits as prescribed under Rule(5)(2) of Companies ( Appointment and Remuneration of Key Managerial Personnel) Rules2014.

INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

The ratio of the remuneration of each director to the median remuneration of the employees of the company for the period ended 31 March 2016 Not applicable
The percentage increase in remuneration of each Director Chief Financial Officer Company Secretary in the period ended 31 March 2016 Not applicable
The Percentage Increase in the median Remuneration of Employees In the period ended 31 March 2016 Not applicable
The number of permanent employees on the rolls of Company period ended 31 March 2016 Not applicable
The explanation on the relationship between average increase in remuneration and Company performance. Profit (Loss) After Tax (' lakhs) Not Applicable

 

Average increase in Remuneration Not Applicable
Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company Income from operations ('in Rs) 55000
Remuneration of Personnel ('in Rs) Key Managerial Nil
Variations in the market capitalisation of the company price earnings ratio as at the closing date of the current period and percentage increase over decrease in the market quotations of the shares of the company Month Share Price Capitalisatio n 'in lakhs

Not applicable

Price Earnings Ratio

Not applicable

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof Average Percentile Increase already made in the salaries of employees and managerial personnel in the period ended 31 March 2015 Not applicable

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY

The Company has devised remuneration policy for fixing the remuneration of theOfficers/Executives. The policy would be followed during payment of remuneration toDirectors and Key Managerial Personnel of the Company

ACKNOWLEDGEMENT

Your Directors express their grateful thanks for the assistance co-operation andsupport extended to t e Company by Promoters shareholders and the bankers for theircontinued support. The Directors also place on record their appreciation of the good workput in by the employees of the company.

For and on behalf of the Board

Place : Chennai
Date : 12/08/2016 Director Director