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Chitradurga Spintex Ltd.

BSE: 521244 Sector: Industrials
NSE: N.A. ISIN Code: INE676G01024
BSE 00:00 | 14 Jul 1.19 0.05
(4.39%)
OPEN

1.19

HIGH

1.19

LOW

1.19

NSE 05:30 | 01 Jan Chitradurga Spintex Ltd
OPEN 1.19
PREVIOUS CLOSE 1.14
VOLUME 10
52-Week high 5.39
52-Week low 1.14
P/E
Mkt Cap.(Rs cr) 0
Buy Price 1.19
Buy Qty 990.00
Sell Price 1.55
Sell Qty 31.00
OPEN 1.19
CLOSE 1.14
VOLUME 10
52-Week high 5.39
52-Week low 1.14
P/E
Mkt Cap.(Rs cr) 0
Buy Price 1.19
Buy Qty 990.00
Sell Price 1.55
Sell Qty 31.00

Chitradurga Spintex Ltd. (CHITRADURGASPIN) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 28th AnnualReport on the business and operations of the Company and the accounts for the FinancialYear ended 31st March 2019.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Standalone financial statements for the year ended March 31 2019have 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:

Particulars 2018-19 2017-18
Gross Income - -
Profit / (Loss) Before Interest and (767920) (704383)
Depreciation
Finance Charges - -
Gross Profit/(Loss) (767920) (704383)
Provision for Depreciation - -
Extraordinary Item - -
Net Profit/(Loss) Before Tax (767920) (704383)
Provision for Tax - -
Net Profit/(Loss) After Tax (767920) (704383)
Other Comprehensive Income 424143 452649
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 (343777) (251734)

2. COMPANY S PERFORMANCE AFFAIR

Your Directors are positive about the Company s operations andmaking best efforts to implement the cost reduction measures to the feasible extent.

3. DIVIDEND

Considering the present financial status of the Company your directorsdo not recommend any dividend for the year under report.

4. RESERVES AND SURPLUS

The balance of Profit & Loss statement amounting to Rs.(343777)/- for Financial Year under review. The total reserves for the Financial Year2018-19 is Rs. 6741349/-

5. SHARE CAPITAL

The total paid up share capital of the Company as on 31stMarch 2019 is Rs. 4610300/- comprising of 461030 Equity Shares of Rs. 10/- each.

6. 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.

7. MEETINGS

A calendar of Meetings is prepared and circulated in advance to theDirectors. During the year 5 (Five) Board Meetings and 4 (Four) AuditCommittee Meetings were convened and held. The details of which are given as under.

Sr. No. Date Sr. No. Date
Board Meeting Audit Committee
1. 28th May 2018 1. 28th May 2018
2. 14th August 2018 2. 14th August 2018
3. 01st October 2018 3. 14th November 2018
4. 14th November 2018 4. 13th February 2019
5. 13th February 2019

The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

8. 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.

9. COMMITTEES OF THE BOARD

There are currently three committees of the Board as following:

1) 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. Due to resignation of directors thecomposition of the 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
4 Mr. Thippeswamy Siddappa Thippeswamy** Independent Director Member
5 Mr. Shivanna Chandrashekhar** Non-Executive Director Member

*Appointed w.e.f. 14th August 2018

**Resigned from Directorship w.e.f. 14th August 2018

2) Nomination and Remuneration Committee

Due to resignation of directors the composition of the Committee wasreconstituted as under;

Name Category Designation
1 Mr. Prasannakumar Siddappa Independent Director Chairman
2 Ms. Namrata Malu* Independent Director Member
3 Mr. S. Rajshekharappa* Executive Director Member
4 Mr. Thippeswamy Siddappa Independent Director Member
Thippeswamy**
5 Mr. Shivanna Non-Executive Director Member
Chandrashekhar**

*Appointed w.e.f. 14th August 2018

**Resigned from Directorship w.e.f. 14th August 2018

3) Stakeholders Relationship Committee

Due to resignation of directors the composition of the Committee wasreconstituted as under;

Name Category Designation
1 Mr. Prasannakumar Siddappa* Independent Director Chairman
2 Ms. Namrata Malu** Independent Director Member
3 Mr. S. Rajshekharappa** Executive Director Member
4 Mr. Shivanna Chandrashekhar*** Non-Executive Director Chairman
5 Mr. Thippeswamy Siddappa Thippeswamy*** Independent Director Member

*Appointed as Chairman w.e.f 14th August 2018 **Appointedas Member w.e.f. 14th August 2018 ***Resigned from Directorship w.e.f. 14thAugust 2018

10. REMUNERATION POLICY

The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration.

11. 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.

12. AUDITORS

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.

13. AUDITOR S REPORT

The Board has duly examined the Statutory Auditor s report on accountswhich is self explanatory and clarifications wherever necessary have been included in theNotes to Financial Statements of the Annual Report.

14. 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 2018-19.

The report of the Secretarial Auditors is enclosed as Annexure to thisreport.

Secretarial Auditor s observation and Management s explanation to theAuditor s observation a) Section 203(1) (ii) Non appointment of Company Secretary as KeyManagerial Personnel

The Board would like to bring to your notice that the Company has beentrying to find prospective candidate for the post of Company Secretary on the best effortsbasis but the Company has not been successful.

b) Regulation 6 of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 Non appointment Qualified Company Secretary as ComplianceOfficer.

The Board has designated D M Shivananda Swamy as Compliance officer totake care of the compliances till the time Company finds suitable candidate for the postof Company Secretary.

c) 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 2014Publication of Results Audited and Unaudited in news paper 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.

d) 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.

e) Regulation 14 of the SEBI (Listing Obligations and DisclosuresRequirements) Reg. 2015- Payment of Annual Listing fees to Stock Exchange within 30 daysfrom Financial Year end.

The Company will make the payment of Listing fees to the BSE Limitedfor Financial Year 2019-20. Company will make sure to do the payments within due dates infuture.

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.

15. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL

MEETINGS

The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Board Meetings and General Meetings.

16. 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 withthe requirements of the Sexual Harassment of Women at workplace (Prevention Prohibitionand Redressal) Act 2013 ("SH Act"). Internal

Complaints Committees have been set up in accordance with theprovisions of SH Act at the work place to redress sexual harassment compliant received.All employees (permanent or contractual trainees) are covered under the policy. Nocompliant was received from any employees of the Company or otherwise during the financialyear 2018-19 and hence no complaint is outstanding as on 31 March 2019 for redressal.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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 the sizescale and complexities of its Operations.

22. 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.

23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO

Conservation of energy technology absorption foreign exchangeearnings and outgo are nil during the year.

24. INDUSTRIAL RELATIONS

During the year under review your Company maintained cordialrelationship with employees at all levels.

25. LISTING WITH STOCK EXCHANGES

The Equity shares of the Company are currently listed on BSE Limited.

26. 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 givenany new loans and not provided any Guarantees or made Investments under the provisions ofSection 186 of the Companies Act 2013;

2. The Provision of Section 135 of the Act with respect toCorporate Social Responsibility (CSR) is not applicable to the Company hence there is noneed to develop policy on CSR and take initiative thereon;

3. The Company do not have any subsidiary joint venture orassociate Company hence no need to state anything about the same;

4. The Company has not accepted deposits covered under Chapter Vof the Act;

5. No significant material orders were passed by the regulatorsor courts or tribunals impacting the going concern status and company's operations infuture.

6. Since the Company having paid-up capital less than thethreshold provided under Regulation 27(2) of Listing Regulations 2015 hence the Companyneed not required to address Reports on Corporate Governance.

7. There are no employees who are in receipt of salary in excessof the limits prescribed under Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

8. The Company has not entered any contracts or arrangementswith related parties specified under Section 188 of Companies Act 2013.

27. ACKNOWLEDGEMENTS

An acknowledgement to all with whose help cooperation and hard workthe Company is able to achieve the results.