SreeJayalakshmi Auto Spin Limited.
Your Directors have pleasure in presenting their 28""AnnualReport on the business and operations of the Company and the accounts for the FinancialYear ended March 312019.
1. Financial summary or highlights:
The Company's financial performances for the year under review alongwith previous year's figures are given here under:
|Particulars ||2018-2019 (Amount in Rs.) ||2017-18 (Amount in Rs.) |
|Total Income ||75366450.00 ||40307308.00 |
|Depreciation ||262999.00 ||291963.00 |
|Total Expenses ||71353724.00 ||39634815.00 |
|Profit/Loss ||3749726.00 ||380530.00 |
2. Dividend :No Dividend is recommended for the current financial yeardue to low profit earned by the Company.
3 .Reserves: Since the Company has earned very less profit during theperiod under review hence no amount is transferred.
4. Brief description of the Company's working during the year/State ofCompany's affair:
The main activities of the Company Ginning and Cotton Trading. Cottonis purchased from farmers from APMC yards. That cotton is ginned and sold to spinningmills in South India and cotton seeds are sold to oil unit in Karnataka and other states.Due to very less rains in our area cotton crop is very less so we couldn't expand theginning and pressing activity to increase the turnover of the Company. For the currentseason also rains are not good till now we are hoping to maintain the same ginning andpressing activity for the current year.
5. Change in the nature of business if any:
No change in the nature of the business.
6. Material changes and commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report: No materialchanges and commitments affecting the financial position of the Company occurred betweenthe ends of the financial year to which these financial statements relate on the date ofthis report.
7. Details of Subsidiary/joint Ventures/Associate Companies: TheCompany does not have any Subsidiary Joint venture or Associate Company.
8.Deposits: The Company has neither aceepted nor renewed any depositsduring the year under review. Director has given loan from their own funds.
9. Auditors: Company has appointed Sumanath Anantharam & Co.Auditor of the Company from the conclusion of this Annual General Meeting to conclusion ofnext Annual General Meeting.
10. Share Capital:No shares were allotted during the period underreview. As on 31 st March 2019 the Authorized Share Capital stood as Rs. 50000000/-(Rupees Five Crores only) divided into 5000000 (Fifty Lacs) Equity Shares of Rs. 10/-(Rupees Ten only) each and issued. Subscribed and paid up as on 31st March 2019 is Rs.44782000/- (Rupees Four Crores Forty Seven Lacs and Eighty Two Thousand only) dividedinto 4478200 (Forty Four Lacs Seventy Eight Thousand Two Hundred) Equity Shares of 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 the yearunder review.
The Company has not issued any sweat equity shares during me year underreview.
No bonus shares were issued during the year under review.
The Company has not provided any stock option scheme to the employees.
11. Extract of the annual return: The extracts of Annual Returnpursuant to the provisions of Section 92 read with Rule 12 of the Companies (Managementand administration) Rules 2014 is furnished in Annexure I and is attached to this Reportand the same is also available in our website www.sjlal.eom.
12. Conservation of energy technology absorption and foreign exchangeearnings and outgo:The detail in regard to the technology absorption is annexed as anAnnexure II. There was no foreign exchange inflow or Outflow during the year under review.
13. Corporate Social Responsibility (CSR): The Company has notdeveloped and implemented any Corporate Social Responsibility initiatives as the saidprovisions are not applicable.
AT Appointment Re-appointment and resignation of Directors and CompanySecretary:During the year under review. Mr. Vishwanath K. Mamani resigned from the post ofdirector apart from which there is no change in composition of Board. Also Mrs. SnehaGupta was appointed as Company Secretary of the Company from
01.09.2018 to 10.12.2018 and thereafter Mrs. Pooja Patel has beenappointed as Company Secretary from
09.01.2019 till the end of the financial year and resigned on17.06.2019.
B) Declaration by an Independent Director and re- appointment if any.The Independent Directors have submitted their disclosures to the Board that they fullfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 so asto qualify themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 and the relevant rules.
15. Formal Annual Evaluation of Board of Directors :Pursuant to thegoverning provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a formal evaluation was carried out by theBoard of its own performance and that of its committees and individual direetors. Duringthe year under review one meeting of the Independent directors was held wherein theperformanee of non- independent directors and the Board as whole were reviewed. Theperformance evaluation of committees and Independent Directors was carried out by entireBoard excluding the director being evaluated. The Independent Directors also assessed thequalify quantity and timeliness of flow of information between the Company management andthe Board that is necessary for the Directors to effectively and necessarily perform theirduties. The final evaluation was thereafter deliberated and assessed taking into accountinputs from the Board about evaluation of independent directors and various committees ofthe Board and suggesting action plan for improving Board performance and plan for nextBoard its Committee(s) and individual director's evaluation.
16. Number of meetings of the Board of Directors The Company had 11Board meetings during the financial year under review which is mentioned in the CorporateGovernance Report. During the year 11 (Eleven) Meetings of the Board of Directors wereheld respectively on 26-5-201810-8-201813-8-201814-09-20181-10-201831-10-20187-11-1810-12-189-l-1924-l-19 and 7-2-2019.
Board Committees; The following are the details of the Board Committeesduring the year 2018-19.
Nomination and remuneration Committee.
Shareholders Grievance Committee.
Risk Management Committee.
17. Audit Committee :As on 3st March 2019 Audit Committee consists ofthree executive directors. The members of the Committee are Mr. Ram Murthy V.K. Mamaniand T. Chandrasekhar. The audit committee had met for eight times in a financial year.After resignation of Mr. V.K.Mamani Smt. Vijaya prabhakar has been appointed to AuditCommittee.
18. Vigil Mechanism/whistle Blower policy:The company has adopted aWhistle Blower Policy and has established the mechanism in lieu with the requirementsunder the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
The Whistle Blower policy is formulated to provide a vigil mechanismfor Directors and Employees to raise the genuine concerns about unethical behaviouractual and suspected fraud and violation actual or suspected fraud.
It also provides for adequate safeguard against victimization of thewhistle blower. No person has been denied access to the Audit committee. The committeelooks into the complaints and tracks matters to the closure as per the law.
19. Nomination and Remuneration Committee: Pursuant to LODR Regulationsthe company has constituted Nomination and Remuneration Committee comprising of Mr. RamMurthy V.K. Mamani and T. Chandrasekhar. The Details of the Committee is disclosed inCorporate Governance Report.
20. Shareholder's Grievance Committee:Mr. Ram Murthy Independent andNon Executive director is the chairman of the Shareholders' Grievance Committee.The rolesand responsibilities of the Committee are given in detail in the corporate governancereport.
21. Particulars of loans guarantees or investments under section 186:The particulars of Loans guarantees or investments made under Section 186 are notapplicable.
22. Particulars of contracts or arrangements with related parties:Theparticulars of Contracts or Arrangements made with related parties made pursuant toSection 188 is furnished in Annexure III and is attached to this report.
23. Managerial Remuneration: None of the employees in the company isearning above five lakhs per months / Sixfy Lacs per annum.
24. Secretarial Audit report:Pursuant to Section 204 of the CompaniesAct 2013 and the Companies (Appointment and remuneration of Managerial Personnel) Rules2014 the Company has appointed Mr. G Shanker Prasad
Company Secretary in practice to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is annexed herewith as Annexure IV with the report.
25. Risk management policv:The Company has established an effectiveCompliance Mechanism to mitigate the risk and will he reviewed by the Board periodically.The risk Management Committee is governed under the Audit Committee. The Company hasidentified various risks and also has mitigation plans for each risk identified.
26. Directors' Responsibility Statement: The Directors' ResponsibilityStatement referred to in clause (c) of subsection (3) of Section 134 of the Companies Act2013 shall state that
(a) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures.
(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the company for that period.
(c) The directors had 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 had prepared the annual accounts on a goingconcern basis; and
(e) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.
(f) The directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
27. Details of significant and material orders passed by\ theregulators or courts or tribunals impacting the going concern status and company'soperations in future:There were no such orders passed.
28. Management Discussion and Analysis report:Management Discussion andAnalysis Report as required under LODR Regulations is disclosed as Annexure V.
29. Corporate Governance Report:Corporate Governance report as requiredunder LODR Regulations is disclosed as Annexure VI
30. Listing Fees:The Company confirms that it has paid the annuallisting fees for the year 2019-20 to the Bombay Stock exchange.
31. Criteria of Making Payments to NonExecutive Director If the SameHas Not Been Disclosed In Annual Report:TheCompany is not making any Payment toNon-Executive Director of the Company.
32. Other particulars related to Directors: The Independent Directorsalso assessed the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Directors to effectively andnecessarily perform their duties.
33. Prevention. Prohibition and Re-dressal of Sexual Harassment ofwomen at Work Place:- The company has in place a policy on prevention prohibition &redressal of sexual harassment of women at work place. No complaints are received duringthe year. There are no women employees in Company roles.
34. Policy On Dealing With Related Party Transactions: Company dealswith related parties on market terms and conditions at market prices. No specialconsideration in given they only do job works at ruling market prices.
35. Policy for Determining Material Subsidiaries:Company does not dealin any material subsidiaries.
36. Details If Familiarization On Programmes Imparted to IndependentDirectors Including The Following Details:No familiarization programs are conducted toIndependent Directors. The Independent Directors are well aware of the Textiles CottonIndustries and financial and banking in general. They are also well versed in day to daymarket fluctuation in cotton and Textiles Markets.
37. The E-Mail Address for Grievance Redressal And Other RelevantDetails. The Grievance redressal in headed by Independent Director Mr. Rama Murthy andshare holders can complain directly to Rama Murthy through his e mail firstname.lastname@example.org to email@example.com and to Integrated enterprises India Ltd No 30 Ramana ResidencyGround Floor 4th Cross Sampige road Malleshwaram Bangalore-560003.E MAIL ID;firstname.lastname@example.org.
38. No Fixed Agreements with Media Companies:There were no FixedAgreements with Media Companies and no such meet was conducted.
39. No Meeting of Institutional Investors or Analysts Meet Condueted bvThe Company
40. The Company has a proper and adequate system of internal controls.This ensures that all transactions are authorized recorded and reported correctly andassets are safeguarded and protected against loss from un- authorized use or disposition.In adition there are operational controls and fraud risk controls covering the entirespectrum of internal financial controls.
41. Acknowledgements:Your Directors place on record their sincerethanks to bankers business associates consultants and various Government Authoritiesfor their continued support extended to your Companies activities during the year underreview. Your Directors also acknowledge gratefully the shareholders for their support andconfidence reposed on your Company.
For and on the behalf of the Company Place: Chitradurga K.V.Prabharkar
Date: 25-8-2019 DIN No.01716813