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Sri Malini Spinning Mills Ltd.

BSE: 521119 Sector: Industrials
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Sri Malini Spinning Mills Ltd
NSE 05:30 | 01 Jan Sri Malini Spinning Mills Ltd

Sri Malini Spinning Mills Ltd. (SRIMALINI) - Director Report

Company director report

FOR THE FINANCIAL YEAR 2016-2017

To

The Members

Your Directors have pleasure in presenting their TWENTY SEVENTH Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2017.

1. Financial highlights for the year ended March 31 2016

PARTICULARS 2016-2017 2015-2016
Rs. Rs.
Sales including other income 100 100
Profit / Loss before interest and Depreciation (1146739) (1408017)
Financial Cost
Depreciation
Prior Period Adjustments
Profit / Loss before Taxation (1143739) (1408017)
Deferred Tax
Add : Loss brought forward from the Previous Year (137126553) (135718536)
Net Loss carried to Balance Sheet (138270292) (137126553)

2. DIVIDEND :

In view of the carry forward losses of the company your Board has not recommendeddividend for the financial year 2016-17.

3. RESERVES

The Company has not transferred any amount to General reserve during the year.

4. REVIEW OF OPERATIONS AND FUTURE OUTLOOK :

During the period under review the company incurred a net loss of Rs.1143739. The onlyRevenue to the Company is by way of Interest Received on Electricity Deposit.

5. Statement in respect of adequacy of internal financial controls with reference tothe Financial Statements

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. There are no operations in the company except thetransactions relevant to the maintenance of statutory compliances.

6. Disclosure of particulars of loans/advances/investments outstanding during thefinancial as per Clause 32 of Equity Listing Agreement

The Company has not given any loans and advances to other body corporate and associatesas specified under Section 186 of the Companies Act 2013.

7. Deposits

The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.

8. Statutory Auditors

The cooling period of 3 years provided by the Companies Act 2013 for the re-appointmentof existing Statutory Auditors is elapsing with this AGM 2017 for the existing Auditory CAL Narayanan Chartered Accountant (ICAI Registration No 202175) and hence Mrs K.Indumathi Chartered Accountant (ICAI Registration No 222189) is recommended by the Boardof Directors to be appointed as the Statutory Auditor of the Company for the FY 2018.

9. The details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company s operations in future

There are no significant and material orders passed by the regulators or courts ortribunals that may have an impact for the company as a going concern and /or company soperations.

10. Closure of Register of Members and Share Transfer Books

The Register of Members and Share Transfer Books of the company will be closed witheffect from 22nd September 2017 to 30th September 2017 (both daysinclusive).

11. The Board observed that there are no qualifications or reservations or adverseremarks by the Statutory Auditors.

12. Share Capital

The Company has not issued any equity shares with differential rights sweat equityshares employee stock options or employee stock purchase scheme. No shares have beentransferred to Suspense account in terms of Clauses 5(A)(I)(g) and 5(A)(II)(h) of theEquity Listing Agreement. As at the end of the financial year the Company s Equity ShareCapital stands at Rs 63187650 with the constitution as mentioned in Schedule 1 of theBalance Sheet.

13. Corporate Governance

Your Company has been complying with the provisions of Corporate Governance asstipulated in Clause 49 of the Listing Agreement. A separate report on CorporateGovernance along with Practicing Company Secretary s certificate on compliance of theCorporate Governance norms as stipulated in Clause 49 of the Listing Agreement andManagement Discussion & Analysis forming part of this report are provided elsewhere inthis Annual Report.

14. Transfer to Investor Education and Protection Fund

As required under the provisions of Section 205A and 205C and other applicableprovisions of Companies Act 1956 (the corresponding provisions in the Companies Act 2013have not been notified and hence the earlier law is still applicable in respect of theseprovisions) dividends that remain unpaid/unclaimed for a period of seven years are to betransferred to the account administered by the Central Government viz. Investor Educationand Protection Fund ( IEPF ). There are no amounts which remain unpaid/unclaimed for aperiod of seven years and hence no amount has been transferred to IEPF .

15. Extract of the Annual Return

The extract of Annual Return as on the Financial Year ended 31st March 2017 asprescribed under Section 92 read with Rule 12 of Companies (Management and Administration)Rules 2014 is attached to this report as Annexure 1.

16. Conservation of energy technology absorption foreign exchange earnings and outgo:

The particulars required to be given as per Section 134 (3) (m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are under

i. Conservation of energy-

There are no operations consuming energy.

ii. Technology absorption-

There are no operations attracting technology absorption.

iii. Foreign Exchange Earnings and Outgo:

Sl.No. Particulars 2016-17 2015-16
1. Foreign Exchange Earned NIL NIL
2. Foreign Exchange outgo NIL NIL

17. Corporate Social Responsibility

Corporate Social Responsibility (CSR) is a new initiative brought in by the Ministry ofCompany Affairs whereby every company having net worth of rupees 500 crore or more orturnover of rupees 1000 crore or more or a net profit of rupees 5 crore or more during anyfinancial year are mandated to serve society by contributing at least 2% of average netprofits of the Company during three immediately preceding financial year s profit invarious CSR activities as defined in Schedule VII of the Companies Act 2013.

Your Company does not fall in any of the above categories and hence CSR rule is notapplicable to the Company.

18. Particulars of Employees

No employee of the Company was in receipt of remuneration during the financial year2015-16 in excess of the sum prescribed under Section 197(12) of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

19. Directors and Key Managerial Personnel

Mr. S. Boopalan Mr. S. Rajendran and Mr. R. Lakshminarayanan have resigned from theBoard owing to their personal commitments with effect from 13th August 2016 though therewas no change in the status quo during FY 2017 except the appointment of a Whole TimeDirector and One Independent Director. The Board records its due appreciations for theout-gone directors for their contributions and support to the company during their tenure.

The details about the changes in the Directors and Key Managerial Personnel by way ofappointment resignation etc. and Disclosure of relationships between directors inter-seunder Clause 49 VIII E 2 of Equity Listing Agreement is included as a part of CorporateGovernance Report.

None of the Directors are liable to retire by rotation and the status of theirappointment are suitably included in the Notice of AGM.

The Statement of Declarations from Independent Directors that they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act2013 has been obtained from the Independent Directors and the Board has taken on recordthe same.

The Company is making continuous efforts to identify a Company Secretary.

As on 30th May 2016 and 20th July 2016 a Whole Time Director and an IndependentDirector respectively have been appointed by the Company.

20. Declaration given by Independent Directors

All the Independent Directors of the Company have given their declaration under Section149 (6) of the Companies Act 2013 confirming that they are in compliance with thecriteria as laid down in the above said Section for being an Independent Director of theCompany. Further there has been no change in the circumstances which may affect theirstatus as independent director during the year.

21. Policy on Directors Appointment and Remuneration including criteria for determiningqualifications positive attributes independence of a director

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for the selection and appointment of Directors Senior Management andtheir remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

22. Particulars of contracts or arrangements with related parties

During the financial year 2016-17 there are no contracts and arrangements entered bythe Company with related parties. None of the Directors has any pecuniary relationships ortransactions vis--vis the Company.

23. Risk Management Policy

There are no operations in the company attracting Risk Management.

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 CS S Anuradha(CP 4122) Practicing Company Secretary Salem as the Secretarial Auditor of the Companyin the Board Meeting held on 14th August 2017. The Secretarial Report issued byon Company s Secretarial Auditor is annexed and forms part of this Report as Annexure.

25. Number of meetings of Board

The detail of number of meetings of Board of Directors is included as a part ofCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.

26. Composition of Audit Committee

The Audit Committee of the Company has been re-constituted on 20th July 2016 inaccordance with the provisions of Section 177 of Companies Act 2013 read with Clause 49of the Listing Agreements with the Stock Exchange. The details of the Audit Committee areincluded as a part of Corporate Governance Report.

27. Details of establishment of vigil mechanism

The Company has formulated and adopted a vigil mechanism for employees to reportgenuine concerns to the Chairman of the Audit Committee. The policy provides opportunitiesfor employees to access in good faith the Audit Committee if they observe unethical andimproper practices. The Whistle Blower policy of the Company is available in the websiteof the Company.

28. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Listing Agreement the Boardof Directors of the Company has completed a formal evaluation of their performance andthat of its Committees and individual directors.

The independent Directors evaluated the performance of the Executive Director at ameeting of Independent Directors held on March 25th 2017. The Board of Directors in theirmeeting held on May 29 2017 evaluated the Independent Directors individually. Directorswere evaluated on various criteria including attendance participation in Board Meetingsand the willingness and commitment to devote the extensive time necessary to fulfilhis/her duties.

29. Listing fees:

The Company confirms that it has paid the annual listing fees for the year 2016-17 toBombay Stock Exchange Ltd.

30. Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013:

There are no operations involving women during FY 2016-2017.

31. Directors Responsibility Statement as required under Section 134 (5) of theCompanies Act 2013

In terms of provisions of Section 134(5) of the Companies Act 2013 your Directorsconfirm that:

(i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures.

(ii) 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 and loss of the company for that period

(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities

(iv) the directors had prepared the annual accounts on a going concern basis; and

(v) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

(vi) the directors had laid down internal financial controls and such internalfinancial controls are adequate and were operating effectively.

32. Material Changes And Commitments

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report.

33. Acknowledgements

We thank the various Government Agencies and Banks for their continued support andco-operation to the Company. We place on record our appreciation of the contribution madeby our employees consultants and officers of the Company during the year under report.

For and on behalf of the Board of Directors
Smt. N. Jeyanthei
Place : Salem. Director
Date : 14.08.2017 (DIN 07143462)

Annexure 2

Form No AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Details of Related Party Transactions

1. Details of contracts or arrangements or transactions not at Arm s length basis: None

2. Details of material contracts or arrangements or transactions at Arm s length basis.

Name (s) of the related party & nature of relationship Nature of contracts/ arrangements/ transaction Duration of the contracts/ arrangements/ transaction Salient terms of the contracts or arrangements or transaction including the value if any Date of approval by the Board Amount paid as advances if any
NIL