Chitradurga Spintex Ltd.
|BSE: 521244||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE676G01024|
|BSE 00:00 | 08 Aug||23.25||
|NSE 05:30 | 01 Jan||Chitradurga Spintex Ltd|
Chitradurga Spintex Ltd. (CHITRADURGASPIN) - Director Report
Company director report
Your Directors have pleasure in presenting their 30th AnnualReport on the business and operations of the Company and the accounts for the FinancialYear ended 31st March 2021.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The Standalone financial statements for the year ended March 31 2021have been prepared in accordance with the Indian Accounting Standards (IND AS) notifiedunder Section 133 of the Companies Act 2013 read with Companies (Accounts) Rules 2014.The financial statements under Section 133 of the Companies Act 2013 read with Companies(Accounts) Rules 2014.
Financial Summary as under:
Considering the present financial status of the Company your directorsdo not recommend any dividend for the year under report.
3. RESERVES AND SURPLUS
The balance of Profit & Loss statement amounting to Rs.(476585)/- for Financial Year under review.
The total reserves for the Financial Year 2020-2021 is Rs. 5908207/-.
4. SHARE CAPITAL
The total paid up share capital of the Company as on 31stMarch 2021 is Rs. 4610300/- comprising of 461030 Equity Shares of Rs. 10/- each.
5. BUSINESS OUTLOOK
The markets your Company is concerned with are undergoing a massivedisruption due to the outbreak of COVID-19. The situation caused by the COVID-19 pandemiccontinues to evolve and the effects on such markets remain uncertain.
The outlook going forward will depend in addition to other factors onhow COVID-19 continues to affect the economy.
Further information regarding the potential impact of COVID-19 andvarious steps taken by your Company are provided as part of the MD&A Report.
6. THE CHANGE IN THE NATURE OF BUSINESS
No change in the nature of business activities during the year.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
No material changes and commitments affecting the financial positionof the Company occurred between the end of the Financial Year of the Company i.e. 31stMarch 2021 and the date of this Directors' Report i.e. 20th October2021 except as mentioned in this Report.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company has received declaration from all the Independent Directorsof the Company confirming that they meet the criteria of independence as prescribed underSection 149(6) of the Companies Act 2013.
A calendar of Meetings is prepared and circulated in advance to theDirectors. During the year 4 (Four) Board Meetings 4 (Four) Audit Committee Meetings wereconvened and held. The details of which are given as under.
The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.
10. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 the Board hascarried out an annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration Committee.
11. COMMITTEES OF THE BOARD
There are currently three committees of the Board as following:
a) Audit Committee
The Audit Committee of the Company reviews the reports to be submittedwith the Board of Directors with respect of auditing and accounting matters. It alsosupervises the Company's financial reporting process. The composition of theCommittee is as under;
b) Nomination and Remuneration Committee The composition of theCommittee constituted is under;
c) Stakeholders Relationship Committee
The composition of the Committee constituted is under;
12. REMUNERATION POLICY
13. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 the directorswould like to state that:
a) In the preparation of the annual accounts the applicable accountingstandards have been followed.
b) The directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give true and fair view of the state of affairs of the Company for the year underreview.
c) The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
d) The directors have prepared the annual accounts on a going concernbasis.
e) The directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively.
f) The directors have devised proper system to ensure compliance withthe provisions of all applicable laws and that such system were adequate and operatingeffectively.
MNT & Associates LLP Chartered Accountant (FRN: W100115) isappointed as Statutory Auditors of the Company from conclusion of the Annual GeneralMeeting [AGM] held in the year 2018 till the conclusion of 32nd Annual GeneralMeeting to be held in the year 2023.
15. AUDITOR'S REPORT
The Board has duly examined the Statutory Auditor's report onaccounts which is self explanatory and clarifications wherever necessary have beenincluded in the Notes to Financial Statements of the Annual Report.
16. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under theBoard has appointed Ms. Payal Tachak proprietress of M/s. Payal Tachak & AssociatesPracticing Company Secretary for the FY 2020-2021.
The report of the Secretarial Auditors is enclosed as Annexure to thisreport.
Secretarial Auditor's observation and Management'sexplanation to the Auditor's observation -
a) Regulation 47 of the SEBI (Listing obligations and DisclosureRequirements) Regulation 2015 Section 108 of the Companies Act 2013 read with Rule 20 ofthe Companies (Management and Administration) Rules 2014 and Section 91 of the CompaniesAct 2013 read with Rule 10 of the Companies (Management and Administration) Rules 2014 -Publication of Results Audited and Unaudited in newspaper Voting Through Electronicmeans News Paper Advertisement for Book Closure.
The Company has not been doing that since the financial position ofthe Company does not allow Board to incur such expenditure keeping in mind that theresults are made available for investors and market through Stock Exchange. The Companyon timely basis submits the results to the Exchange to bring the information in publicdomain.
b) 100% Promoter Shareholding in Demat Form - SEBI CircularSEBI/Cir/ISD/05/2011 dated 30th September 2011 and SEBI CircularSEBI/Cir/ISD/03/2011 dated 17th June 2011.
The management is trying to do the needful to comply with the saidprovisions.
However the Company would try and comply with all the provisions tothe fullest extent. The report of the Secretarial Auditor is enclosed as Annexure II tothis report.
17. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERALMEETINGS
The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Board Meetings and General Meetings.
18. DISCLOSURES UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an anti-sexual harassment policy in line withthe requirements of the Sexual Harassment of Women at workplace (Prevention Prohibitionand Redressal) Act 2013 ("SH Act"). Internal Complaints Committees have beenset up in accordance with the provisions of SH Act at the work place to redress sexualharassment compliant received. All employees (permanent or contractual trainees) arecovered under the policy. No compliant was received from any employees of the Company orotherwise during the financial year 2020-2021 and hence no complaint is outstanding as on31st March 2021 for redressal.
19. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 a Vigil Mechanism for directors and employees to report genuineconcerns has been established. The Vigil Mechanism Policy has been uploaded on the websiteof the Company under investors/policy documents/Vigil Mechanism Policy link.
20. RISK MANAGEMENT POLICY
The Company has laid down a well-defined Risk Management Policy. TheBoard periodically reviews the risk and suggests steps to be taken to control and mitigatethe same through a proper defined framework.
21. EXTRACT OF ANNUAL RETURN
As required pursuant to Section 92(3) of the Companies Act 2013 andRule 12(1) of the Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in MGT 9 as a part of this Annual Report as ANNEXURE I.
22. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which isapplicable to the Members of the Board and all employees in the course of day-to-daybusiness operations of the Company. The code laid down by the Board is known as "Codeof Business Conduct" which forms an Appendix to the Code. The Code has been posted onthe Company's website.
23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigationsystem which are constantly assessed and strengthened with new/revised standardsoperating procedures. The Company's internal control system is commensurate to thesize scale and complexities of its operations.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has not entered any contracts or arrangements with relatedparties specified under Section 188 of Companies Act 2013.
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Conservation of energy technology absorption foreign exchangeearnings and outgo are NIL during the year.
26. INDUSTRIAL RELATIONS
During the year under review your Company maintained cordialrelationship with employees at all levels.
27. LISTING WITH STOCK EXCHANGES
The Equity shares of the Company are currently listed on BSE Limited.
28. OTHER INFORMATION
Your Directors hereby states that no disclosure or reporting isrequired in respect of the following items as there were no transactions on these itemsduring the year under review:
1. During the year under the review the Company has not given any newloans and not provided any Guarantees or made Investments under the provisions of Section186 of the Companies Act 2013;
2. The Provision of Section 135 of the Act with respect to CorporateSocial Responsibility (CSR) is not applicable to the Company hence there is no need todevelop policy on CSR and take initiative thereon;
3. The Company do not have any subsidiary joint venture or associateCompany hence no need to state anything about the same;
4. The Company has not accepted deposits covered under Chapter V of theAct;
5. No significant material orders were passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in future.
6. Since the Company having paid-up capital less than the thresholdprovided under Regulation 27(2) of Listing Regulations 2015 hence the Company need notrequired to address Reports on Corporate Governance.
7. There are no employees who are in receipt of salary in excess of thelimits prescribed under Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
8. The Company has not entered any contracts or arrangements withrelated parties specified under Section 188 of Companies Act 2013.
An acknowledgement to all with whose help cooperation and hard workthe Company is able to achieve the results.