Directors' Report To, The Members, Sree Jayalakshmi Auto Spin Limited 1. Your Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. 1. Financial summary or highlights/Performance of the Company 2. Dividend No Dividend is recommended for the current financial year due to loss incurred by the Company. 3. Reserves Since the Company has incurred loss during the period under review, hence no amount is transferred. 4. Brief description of the Company's working during the year/State of Company's affair _The main activities of the Company are Spinning, Ginning and Cotton Trading. Company majorly deals in spinning. Ginning and trading activity, the cotton is purchased from farmers from APMC yards and that cotton is ginned and sold to spinning mills in south India and cotton seeds are sold to oil units in Karnataka and other states. 5. Change in the nature of business, if any There were no changes in the nature of the business during the period under review. 6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements 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 the year under review. 9. Auditors' Report The explanations made by the Board relating to the qualifications, reservations or adverse remarks made by the Auditors in their report are furnished below The Auditors in their reports have expressed their opinion that company's entire net worth has been eroded. The company has incurred losses from last ten years continuously due to poor production in spinning activity, recession in textile industry and non availability of labour. Three years back company incurred heavy losses in cotton business due to uncontrolled volatility in the prices. The entire industry was affected adversely. The company couldn't recover from the above losses. 10. Share Capital No shares were allotted during the period under review. As on 31st March 2015 ,the Authorized Share Capital stood as Rs. 5, 00, 00, 000 /-( Rupees Five Crores only ) divided into 50, 00,000 (Fiffty Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each and issued , Subscribed and paid up as on 31st March 2015 is Rs. 4,47,82,000/- (Rupees Four Crores Forty Seven Lacs and Eighty Two Thousand only) divided into 44,78,200 (Forty Four Lacs Seventy Eight Thousand Two Hundred )Equity Shares of Rs. 10 /-(Rupees Ten only) each 11. Extract of the annual return The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure I and is attached to this Report. 12. Conservation of energy, technology absorption and foreign exchange earnings and outgo The detail in regard to the technology absorption is annexed as an Annexure II. There was no foreign exchange inflow or Outflow during the year under review. 13. Corporate Social Responsibility (CSR) The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. 14. Directors: A). Appointment, Re-appointment and resignation of Directors No changes in the composition of the Board B) Declaration by an Independent Director(s) and re- appointment, if any The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of 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 clause 49 of the Listing Agreement, a formal evaluation was carried out by the Board of its own performance and that of its committees and individual directors. During the year under review, one meeting of the Independent directors was held wherein the performance of non-independent directors and the Board as whole were reviewed. The performance evaluation of committees and Independent Directors was carried out by entire Board excluding the director being evaluated. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Directors to effectively and necessarily perform their duties. The final evaluation was thereafter deliberated and assessed taking into account inputs from the Board about evaluation of independent directors and various committees of the Board and suggesting action plan for improving Board performance and plan for next Board, its Committee(s) and individual director's evaluation. 16. Number of meetings of the Board of Directors The Company had 10 Board meetings during the financial year under review which is mentioned in the Corporate Governance Report. 17. Audit Committee As on 31st March 2015 Audit Committee consists of three non executive directors. The members of the Committee are Mr. Ram Murthy, V.K. Mamani and T. Chandrasekhar. The audit committee had met for five times in a financial year. 18. Vigil mechanism /Whistle Blower policy The Whistle Blower policy is formulated to provide a vigil mechanism for Directors and Employees to raise the genuine concerns about unethical behavior, actual and suspected fraud and violation, actual or suspected fraud. It also provides for adequate safeguard against victimization of persons who use such mechanism. 19. Nomination and Remuneration Committee Pursuant to Clause 49 of the Listing Agreement the company has constituted Nomination and Remuneration Committee comprising of Mr. Ram Murthy, V.K. Mamani and T. Chandrashekhara.The Details of the Committee is disclosed in Corporate Governance Report. 20. Particulars of loans, guarantees or investments under section 186 The particulars of Loans, guarantees or investments made under Section 186 are furnished in Annexure III and are attached to this report. 21. Particulars of contracts or arrangements with related parties: The particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 is furnished in Annexure IV and is attached to this report. 22. Managerial Remuneration: None of the employees in the company is earning above five lakhs per months / Sixty Lacs per annum.. 23. Secretarial Audit Report Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014, the Company has appointed by Mr. G Shanker Prasad, a company secretary in practice to undertake the Secretarial Audit of the Company. A Secretarial Audit Report is annexed herewith as Annexure V with the report. 24. Risk management policy The Company has adopted the adequate measures concerning the development and implementation of a Risk Management Policy after identifying the following elements of risks 25. Directors' Responsibility Statement The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors had prepared the annual accounts on a going concern basis; and (e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 26. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future There are no material litigations outstanding as on March 31, 2015 27. Management Discussion and Analysis report Management Discussion and Analysis Report as required under Clause 49 is disclosed as Annexure 28. Corporate Governance Report Corporate Governance report as required under Clause 49 is disclosed as Annexure VII 29. Listing Fees The Company confirms that it has paid the annual listing fees for the year 2015-16 to the Bombay Stock exchange. 30. Acknowledgements Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. For and on the behalf of the Company K.V. Prabharkar DIN No.01716813 Place; Chitradurga Date; 20-7-2015 |