Sree Jayalakshmi Auto Spin Limited.
Your Directors have pleasure in presenting their 291hAnnual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2020.
1. Financial summary highlights:
The Company's financial performances for the year under review along with previousyear's figures are given there under:
|Particulars ||2019-2020 ||2018-2019 |
| ||(Amount in Rs.) ||(Amount in Rs.) |
|Totall lncome ||57076261.00 ||75366450.00 |
|Depreciation ||237635 00 ||262999.00 |
|Tutu E:qien1e1 ||60856063.00 ||71353724.00 |
|Profit/Loss ||(4017437.00) ||3749726.00 |
2. Dividend: No Dividend is recommended for the current financial year due to loss inthe Company.
1 Reserves: Since the Company has earned no profit during the period under reviewhence no amount is transferred.
4 .Brief descrition of the Company's working during the year/State of Comany's affair:
The main activities of the Company Giving and Cotton Trading. Cotton is pure ased from farmers from APMC yards. That cotton is ginned and sold to spinning mills in SouthIndia and cotton seeds are sold to oil units in Karnataka and other states. For thecurrent season rains are good till now and expecting good cotton crop by which we arehoping to increase the turnover for the current year.
5 Change in the nature of business if any:
No change in the nature of the business.
6 Material chanees and commitments anv.affecti.n1the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe fiancial statements relate and the date of the report:
No material changes and commitments affecting the financial position of theCompany occurred between the ends of the financial year to which these financialstatements relate on the date of this report.
7. Details of Subsidiary/Joint Ventures/Associate Companies:
The Company does not have any Subsidiary Joint venture or Associate Company.
8 Deposits: The Company has neither accepted nor renewed any deposits during theyear under review. Director has given loan from his own funds.
9 Auditors :
Company has appointed Sumanath Anantharam & Co.Auditor of the Company from theconclusion of this Annual General Meeting to conclusion of next Annual General Meeting.
D Share Capital No shares were allotted during the period under review. As on31"March 2020 the Authorized Share Capital stood as RS. 50000 000/-(Rupees Five Crores only) divided into 50 00000 (Fifty Lacs) Equity Shares of Rs. 10/-(Rupees Ten only) each and issued Subscribed and paid up as on 3111 March 2020is Rs. 44782000/- (Rupees Four Crores Forty Seven Lacs and Eighty Two Thousand only)divided into 4478200 (Forty Four Lacs Seventy Eight Thousand Two Hundred) Equity Sharesof Rs. 10/-(Rupees Ten only) each.
The Company has not increased its authorized or paid up share capital.
The Company has not bought back any of its securities during they ear under review.
The Company has not issued any sweat equity shares during the year under review.
No bonus shares were issued during the year under review.
The Company has not provided any stock option scheme tot he employees.
11 Extract of the annual return:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12ofthe Companies (Management and administration) Rules 2014 is furnished in Annexure Iand is attached to do this Report and the same is also available in our websitewww.sjlal.com.
12. Conservation of enem.v.technolou absorption and foreip exchange earnings and outgo:
The detail in regard to the technology absorption is annexed as an Annexure II. Therewas no foreign exchange inflow or Outflow during the year under review.
B) Corporate Social Responsibility (CSR):
The Company has not developed and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable.
A) APJ)ointment Re-appointment and resignation of Director and Company Secretary:During the year under review Mrs. Pooja Patil has resigned from the post of companySecretary on 17.6.2019 and then Miss. Sadhana I has been appointed as Company Secretaryfrom 212.2020 till the end of the financial year and resigned on 13.62020.
B) Declaration by an Independent Director and re- appointment if any:
The Independent Directors have submitted their disclosures to the Board that theyfull fill all the requirements as stipulated in Section 149(6) oft The Companies Act 2013so as to qualify themselves to be appointed as Independent Directors under the provisionsof the Companies Act 2013 and the relevant rules.
15) Formal Annual Evaluation of Board of Directors:
Pursuant to the governing provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a formal evaluation wascarried out by the Board of its own performance and that of its committees and individualdirectors. During the year under review one meeting of the Independent directors was heldwherein the performance of non independent directors and the Board as whole were reviewed.The performance evaluation of committees and Independent Directors was carried out byentire Board excluding the director being evaluated. The Independent Directors alsoassessed the quality quantity and timeliness of flow of information between the Companymanagement and the Board that is necessary for the Directors to effectively andnecessarily perform their duties. The final evaluation was thereafter deliberated andassessed taking into account inputs from the Board about evaluation of independentdirectors and various committees of the Board and suggesting action plan for improvingBoard performance and plan for next Board its Committee(s)and individual director'sevaluation.
16 Number of meetings of the Board of Directors:
The Company had 6 Board meetings during the financial year under review which ismentioned in the Corporate Governance Report. During the year 6(Six) Meetings of theBoard of Directors were held respectively on 24-5-2019 08.08.2019 25.08.201911.02.2019 1l.02.2020 and 21.02.2020.
The following are the detail is of the Board Committees during the year 2019-20.
Nomination and remuneration Committee.
Shareholder relation ship committee
17 Audit Committee:
As on 31" March 2020 Audit Committee consists of three executive directors. Themembers of the Committee are Mr. Ram Murthy T. Chandrasekhar and Smt.U.VijayaPrabhakar. The audit committee had met for six times in a financial year.
18 Vegli Mechanism/Whistle Blower Policy :
The company has adopted a Whistle Blower Policy and has established the mechanism inlieu with the requirements under the Companies Act 2013and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
The Whistle Blower policy is formulated to provide a vigil mechanism for Directors andEmployees to raise the genuine concerns about unethical behaviour actual andsuspected fraud an dviolation actual or suspected fraud. It also provides for adequatesafeguard against victimization of the whistle blower. No person has been deniedaccess to the Audit committee. The committee looks into the complaints and tracks mattersto the closure as per the law.
19 Nomination and Remuneration Committee:
Pursuant to LODR Regulations the company has constitutedNomination and Remuneration Committee comprising of Mr. Ram Murthy T. Chandrasekhar andSmt. U. VijayaPrabhakar. The Details of the Committee is disclosed in Corporate GovernanceReport.
20 Stake holders Relation shipCommittee:
Mr. Ram Murthy Independent and Non Executive director is the chairman ofthe Stack holders Relationship Committee. The rules and responsibilities of the Committeeare given in detail in the corporate governance report.
21. Particulars of loans guarantees or investments under section 186:
The particulars of Loans guarantees or investments made under Section 18S are notapplicable.
22. Particulars of contracts or arrangements with related parties:
The particulars of Contracts or Arrangements made with related parties made pursuant toSection 188 is furnished in Annexure illand is attach to this report.
23 Managerial Remuneration:
None ofthe employees inthe company is earning above five lalffis per months ISixty Lacsper annum.
24. Secretarial Audit report:
Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment andremuneration of Managerial Personnel) Rules 2014 the Company has appointed Mr. G ShankerPrasad Company Secretary in practice to undertake the Secretarial Audit of the Company.The Secretarial Audit Report is annexed herewith as Annexure IV with the report.
25 Directors' Responsibility Statement:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134ofthe CompaniesAct 2013shall state that
(a) In the preparation of the annual accounts the applicable accounting standardshad been followed along with their explanation relating to material departures.
(b) 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 year and ofthe profit of the company for that period.
(c) The directors had 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 of their regularities;
(o) The directors had prepare a the annual accounts on a going concern basis; and
(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 systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
26 Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future: Therewere no such orders passed.
27 Management Discussion and Analysis report:
Management Discussion and Analysis Report as required under LODR Regulations isdisclosed as Annexure V.
28 Corporate Governance Report:
Corporate Governance report as required under LODR Regulations is disclosed as AnnexureVI.
29 Listing Fees:
The Company confirm that it has paid the annual listing fees for the year 2020-21 tothe Bombay Stock exchange.
30 Criteria of Making Payments to Non-Executive Director the Same Has Not BeenDisclosed In Annual Report:
The Company is not making any Payment to Non-Executive Director of the Company.
31 Other particulars related to Directors:
The Independent Directors also assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for theDirectors to effectively and necessarily perform their duties.
Prohibition and Redressal of Sexual Harassment of women at Work Place: The company hasin place a policy on prevention prohibition & redressal of sexual harassment of womenat work place. No complaints are received during the year. There are no women employees inCompany roles.
33 On Dealing With Related Party Transactions:
Company deals with related parties on market terms and conditions at market prices. Nospecial consideration in given they only do job works at ruling market prices.
34. Policy for Determining Material Subsidiaries:
Company does not deal in any material subsidiaries.
35 Details If Familiarization On Programmes Imparted to Independent Directors Including
The Following Details: No familiarization programs are conducted to IndependentDirectors. The Independent Directors are well aware of the Textiles Cotton Industries andfinancial and banking in general. They are also well versed in day to day marketfluctuation in cotton and Textiles Markets.
36) E-Mail Address for Grievance Redressal And Other Relevant Details.
The Grievance redressal in headed by Independent Director Mr. Rama Murthy and shareholders can complain directly to Rama Murthy through his email email@example.com or firstname.lastname@example.org and to Integrated enterprises India Ltd No. 20 Raman.a Residency. GroundFloor.4th Cross Sampige road Malleshwaram. Bangalore-560002. E MAIL ID:email@example.com.
37 Fixed Agreements with Media Companies:
There were no Fixed Agreements with Media Companies and no such meet was conducted.
38. No Meeting of Institutional Investors or Analysts Meet Conducted by The Company
39. The Company has a proper and adequate system of internal controls. This ensuresthat all trnsactions are authorized recorded and reported correctly and assets aresafeguarded and protected against loss from unauthorized use or disposition. In aditionthere are operational controls and fraud risk controls covering the entire spectrum ofinternal financial controls.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgegratefully the shareholders for their support and confidence reposed on your Company.
| ||For and on the behalf of the Company |
|Place: Chitradurga ||K.V. Prabharkar |
|Date: 28-8-2020 ||DIN No.017168B |