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Chitradurga Spintex Ltd.

BSE: 521244 Sector: Industrials
NSE: N.A. ISIN Code: INE676G01024
BSE 09:46 | 14 Jun 10.98 0.52
(4.97%)
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10.98

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10.98

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NSE 05:30 | 01 Jan Chitradurga Spintex Ltd
OPEN 10.98
PREVIOUS CLOSE 10.46
VOLUME 300
52-Week high 10.98
52-Week low 1.14
P/E
Mkt Cap.(Rs cr) 1
Buy Price 10.98
Buy Qty 5195.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.98
CLOSE 10.46
VOLUME 300
52-Week high 10.98
52-Week low 1.14
P/E
Mkt Cap.(Rs cr) 1
Buy Price 10.98
Buy Qty 5195.00
Sell Price 0.00
Sell Qty 0.00

Chitradurga Spintex Ltd. (CHITRADURGASPIN) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 29th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended 31stMarch 2020.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Standalone financial statements for the year ended March 31 2020 have beenprepared in accordance with the Indian Accounting Standards (IND AS) notified undersection 133 of the Companies Act 2013 read with Companies (Accounts) Rules 2014. Thefinancial statements under Section 133 of the Companies Act 2013 read with Companies(Accounts) Rules 2014.

Financial Summary as under:

[Amount in Rs.]

Particulars 2019-2020 2018-2019
Gross Income -
Profit / (Loss) Before Interest and Depreciation (772915) (767920)
Finance Charges - -
Gross Profit/(Loss) (772915) (767920)
Provision for Depreciation - -
Extraordinary Item - -
Net Profit/(Loss) Before Tax (772915) (767920)
Provision for Tax - -
Net Profit/(Loss) After Tax (772915) (767920)
Other Comprehensive Income 416358 424143
Balance of Profit brought forward - -
Balance available for appropriation - -
Proposed Dividend on Equity Shares - -
Tax on proposed Dividend - -
Transfer to General Reserve - -
Surplus carried to Balance Sheet (356557) (343777)

2. DIVIDEND

Considering the present financial status of the Company your directors do notrecommend any dividend for the year under report.

3. RESERVES AND SURPLUS

The balance of Profit & Loss statement amounting to Rs. (356557)/- for FinancialYear under review.

The total reserves for the Financial Year 2019-20 is Rs. 6384792 /- .

4. SHARE CAPITAL

The total paid up share capital of the Company as on 31st March 2020 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 massive disruption due tothe outbreak of COVID-19. The situation caused by the COVID-19 pandemic continues toevolve and the effects on such markets remain uncertain.

The outlook going forward will depend in addition to other factors on how COVID-19continues to affect the economy.

Further information regarding the potential impact of COVID-19 and various steps takenby 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 position of the Companyoccurred between the end of the Financial Year of the Company i.e. 31st March 2020 andthe date of this Directors Report i.e. 28th September 2020 except as mentionedin this Report.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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.

Ms. Namrata Malu (DIN: 03583659) Independent Director of the Company appointed forsecond consecutive term of 5 years as per provisions of the Companies Act 2013.

CS Prerna Karwa (PAN: ALFPB4135K) member of Institute of Company Secretaries of Indiaappointed as Company Secretary and Compliance Officer of the Company w.e.f. 28/09/2019.

9. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 7 (Seven) Board Meetings 4 (Four) Audit Committee Meetings and 3 (Three)Nomination & Remuneration Committee Meetings were convened and held. The details ofwhich are given as under.

Sr. No. Date Sr. No. Date Sr. No. Date
Board Meeting Audit Committee Nomination & Remuneration Committee
1. 29th May 2019 1. 29th May 2019 1. 29th October 2019
2. 13th August 2019 2. 13th August 2019 2. 28th September 2019
3. 29th October 2019 3. 13th November 2019 3. 23rd March 2020
4. 28th September 2019 4. 12th February 2020
5. 13th November 2019
6. 12th February 2020
7. 23rd March 2020

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

10. 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.

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 submitted with the Boardof Directors with respect of auditing and accounting matters. It also supervises theCompany s financial reporting process. Due to resignation of directors the composition ofthe Committee was reconstituted as under;

Sr. No. Name Category Designation
1 Mr. Prasannakumar Siddappa Independent Director Chairman
2 Ms. Namrata Malu Independent Director Member
3 Mr. S. Rajshekharappa Executive Director Member

b) Nomination and Remuneration Committee

Due to resignation of directors the composition of the Committee was reconstituted asunder;

Sr. No. Name Category Designation
1 Mr. Prasannakumar Siddappa Independent Director Chairman
2 Ms. Namrata Malu Independent Director Member
3 Mr. S. Rajshekharappa Executive Director Member

c) Stakeholders Relationship Committee

Due to resignation of directors the composition of the Committee was reconstituted asunder;

Sr. No. Name Category Designation
1 Mr. Prasannakumar Siddappa Independent Director Chairman
2 Ms. Namrata Malu Independent Director Member
3 Mr. S. Rajshekharappa Executive Director Member

12. 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.

13. 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 have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) The directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

14. AUDITORS

MNT & Associates LLP Chartered Accountant (FRN: W100115) is appointed asStatutory Auditors of the Company from conclusion of the Annual General Meeting [AGM] heldin the year 2018 till the conclusion of 32nd Annual General Meeting to be heldin the year 2023.

15. 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.

16. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under the Board has appointedMs. Payal Tachak proprietress of M/s. Payal Tachak & Associates Practicing CompanySecretary for the FY 2019-20.

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) Section 203(1) (ii) Non appointment of Company Secretary and Regulation 6 of SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015 Non appointment ofQualified Company Secretary as Compliance Officer for entire year-

The Board would like to bring to your notice that the Company had appointed the CompanySecretary for half of the year. The Board tried to recruit a Company Secretary on bestefforts basis.

b) Regulation 47 of the SEBI (Listing obligations and Disclosure Requirements)Regulation 2015 Section 108 of the Companies Act 2013 read with Rule 20 of the Companies(Management and Administration) Rules 2014 and Section 91 of the

 

Companies Act 2013 read with Rule 10 of the Companies (Management and Administration)Rules 2014 Publication of Results Audited and Unaudited in news paper Voting ThroughElectronic means News Paper Advertisement for Book Closure.

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) 100% Promoter Shareholding in Demat Form - SEBI Circular SEBI/Cir/ISD/05/2011 dated30th September 2011 and SEBI Circular SEBI/Cir/ISD/03/2011 dated 17thJune 2011.

The management is trying to do the needful to comply with the said provisions. d)Regulation 14 of the SEBI (Listing Obligations and Disclosures Requirements) Reg. 2015-Payment of Annual Listing fees to Stock Exchange within 30 days from Financial Year end.

The Company has made the payment of Listing fees to the BSE Limited for Financial Year2020-21. Company will make sure to do the payments within the due dates in future.

However the Company would try and comply with all the provisions to the fullestextent. The report of the Secretarial Auditor is enclosed as Annexure II to this report.

17. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND

GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings.

18. DISCLOSURES UNDER SECTION 22 OF 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 requirementsof the Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013 ("SH Act"). Internal Complaints Committees have been set up inaccordance with the provisions of SH Act at the work place to redress sexual harassmentcompliant received. All employees (permanent or contractual trainees) are covered underthe policy. No compliant was received from any employees of the Company or otherwiseduring the financial year 2019-20 and hence no complaint is outstanding as on 31 March2020 for redressal.

19. 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 Companyunder investors/policy documents/Vigil Mechanism Policy link.

20. RISK MANAGEMENT POLICY

The Company has laid down a well defined Risk Management Policy. The Board periodicallyreviews the risk and suggests steps to be taken to control and mitigate the same through aproper defined framework.

21. 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.

22. 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 the Companys website.

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standards operating procedures.

The Company s internal control system is commensurate to the size scale andcomplexities of its Operations.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered any contracts or arrangements with related partiesspecified under Section 188 of Companies Act 2013.

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

Conservation of energy technology absorption foreign exchange earnings and outgo arenil during the year.

26. INDUSTRIAL RELATIONS

During the year under review your Company maintained cordial relationship withemployees 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 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 underRegulation 27(2) of Listing Regulations 2015 hence the Company need not required toaddress Reports on Corporate Governance.

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.

29. REASON FOR SEEKING EXTENTION FOR CONDUCTING ANNUAL GENERAL MEETING

In current scenario due to COVID-19 pandemic and the prolonged Nation vide LockdownCompany operations are halted to greater extent. Also it was uncertain to predict thatwhen the situation will be under control for public gatherings and company operations.Therefore as a precautionary measure the Board of Directors of the Company vide theirresolution dated 26 June 2020 had decided to apply to the office of the Registrar ofCompanies Banglore and obtain permission for extension of time of 3 months to hold theAnnual General Meeting of the Company i.e. up to December 31 2020. However the Companywas granted extension of 30 days from the due date i.e. 30/09/2020 to conduct AnnualGeneral Meeting by ROC Banglore.

30. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors

Place: Challakere S. Rajasekharappa
Date: 28th September 2020 Chairman

.