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Directors Report of Sree Jayalakshmi Autospin Ltd.

Mar 31, 2015

Dear members,

The 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

The Company's financial performance for the year under review along with previous year's figures are given hereunder :

In Rupees

Particulars 2014-2015 2013-14

Gross Income 11,55,37,942 18,13,27,158

Profit Before Tax (86,75,330) (33,19,212)

Provision for Tax Nil Nil

Net Profit After Tax (86,75,330) (33,19,212)

Balance of Profit brought forward (3,29,16,430) (3,04,39,139)

Balance available for appropriation (90,66,521) (24,77,291)

Proposed Dividend on Equity Shares Nil Nil

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 (Fifty 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 VI

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. Prabhakar DIN No.01716813 Place;Chitradurga Date; 20-7-2015


Mar 31, 2012

The Directors herby present the Twenty First Annual report on the business and operation of the company and financial result for the year ended 31st Mach 2012.

Financial Highlights 2011-12 2010-11

Turnover 14,09,04199.00 22.47,52,332.00

Other Income 3,06,133.00 3,29,341.00

Administrative & Selling Expenses 15,40,586,84.00 21,92,81,918.00

Operating surplus/deficient interest & depreciation 57,77,904.00 39,54,347.00

Interest 29,57,567.00 12,59,755.00

Depreciation 28,20,340.00 26,94,592.00

Profit for the year 1,86,26,259.00 18,45,408.00

Total deficit carried forward 2,74,00,339.00 87,47,155.00



OPERATIONS:

The company has incurred a loss of Rs. 1,86,26,259.00 on overall turnover of Rs 14,09,04199.00 during the year.

OUT LOOK;

Through the results are not very encouraging with a decline in growth and in the turnover the outlook of the current year appears bleak mainly on account of faulty policies of the government which has resulted in the washing of the prices of cotton and yarn.

REPLY TO THE AUDITORS QUALIFICATION REGARDING LOSSES:

The Losses suffered by the company during the year under review was mainly on account of huge, uncontrolled volitility in the prices. They do not in any way reflect the operational performance of the company. The entire industry was affected adversely. The goverenment has recently come up with a policy to help the industry but it would be premature to comment on its efficacy. Your directors however, will spare no efforts to improve the financial viability of the company. They will also take such steps as may be required under current laws and regulations in terms of disclosers and reporting.

DIVIDEND:

In view of the accumulated losses of Rs 2,74,00,339.00Lakhs, your directors regret their inability to declare any dividend for the year.

FUTURE:

Your company is constantly striving hard to achieve better results and to economize the cost of operations by adopting strategies like procurement of raw materials at the appropriate time. Implementation of cost reduction measures in all points of operations. Like power utility, checking. Pilferages and better utilization of available business resources.

For the coming cotton season, the cotton crop will be lower by 1094, due to export of Raw cotton and the declining carry forward stock in India and in the world, Market will hold the cotton Prices at the higher levels. This would definitely result in increased volume of business and better earrings in the year to come.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the companies Act, 1956 with respect to Director's responsibility statement, it is here by confirmed that

1. In preparation of annual accounts for the financial year ended 31-3-2012 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. We have 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 the affairs of the company for the year under review.

3. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. We have prepared the accounts for the financial year ended 31.3.2012 on a 'going concern' basis DIRECTORS

There was a change in the constitutions of the directors during the year. Sri Eshwar V.Patil whole time director resigned from the company.

AUDITORS:

To appoint auditors to hold the office from the conclusion of the Annual General Meeting to the next annual general meeting LISTING:

The share of the company continues to be listed at Bangalore Stock Exchange Limited and the Stock Exchange Mumbai.

Listing fee for the year 2011-2012 have been paid to Mumbai Stock Exchange.

CORPORATE GOVERNANCE:

The report on corporate governance is annexed to this report.

PARTICULARS UNDER SECTION 217 (2A) & (1) (E) OF THE COMPANIES ACT 1956.

A) Particulars of employees drawing remuneration is excess of the limits prescribed under section 217(2A) of the companies Act 1956:- Nil

B) Foreign exchange earnings and outgo:

There have been no foreign Exchange earnings and out go during the year

C) Conservation of energy: ' Disclosure in respect of conservation of energy in Form A is annexed

D) Technology absorption during the year-Nil

ACKNOWLEDGEMENTS:

The directors gratefully acknowledge the co-operation, assistance and support extended by the Central Government, Government of Karnataka, the Financial Institution like State Bank of Mysore .Company Bankers, the shareholders, and dealers.

The directors also wish to place on record their appreciation of the contribution made by employees at all levels.

By order of the Board

Place: Chitradurga

Date : 20-08-2012 K.V. PRABHAKAR

Managing Director


Mar 31, 2010

The Directors herby present the Nineteenth Annual report on the business and operation of the company and financial result for the year ended 31st Mach 2010

Financial 2009-10 2008-09

Turnover 10,85,08,748.00 12,63,18,036.00

Other Income 3,46,82500 2,67,131.00

Administrative & Selling Expenses 10,45,96,718.00 12,17,92,401.00

Operating surplus/deficient interest & depreciation 3374444.00 36,05,971.00

Interest 706117.00 9,44301.00

Depreciation 2668327.00 26,61,670.00

Profit for the year 684411.00 11,64,295.00

Total deficit carried forward 1,05,24027.00 1,09,10,630.00



OPERATIONS :

The company has achieved the profit of Rs. 6,84,411.00 on overall turnover of Rs 10, 85, 08,748.00 during the year.

DIVIDEND :

In order to flow back the profit to strengthen the company, your director are not recommending any dividend for the year

In view of the accumulated losses of Rs 1,05,24027.OOLakhs, your directors regret their inability to declare any dividend for the year.

FUTURE:

Your company is constantly striving hard to achieve better results and to economize the cost of operations by adopting strategies like procurement of raw materials at the appropriate time. Implementation of cost reduction measures in all points of operations. Like power utility, checking. Pilferages and better utilization of available business resources.

For the coming cotton season, the cotton crop will be higher "by 10%,due to export of Raw cotton and the declaiming carry forward stock in India and in the world, Market will hold the cotton Prices at the higher levels. This would definitely result in increased volume of business and better earrings in the year to come.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the companies Act, 1956 with respect to Directors responsibility statement, it is here by confirmed that

1. In preparation of annual accounts for the financial year ended 31-3-2010 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. We have 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 the affairs of the company for the year under review.

3. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. We have prepared the accounts for the financial year ended 31.3.2010 on a going concern basis.

DIRECTORS

There was change in the constitutions of the directors during the year as two earlier directors Mr. H.P.Basavarajappa and Mr.

T.Veerabhadraswamyretried by rotation and in their place Mr. Ram Murty and Mr. T.Chandrashekar are appointed as directors

AUDITORS:

To appoint auditors to hold the office from the conclusion of the Annual General Meeting to the next annual general meeting

LISTING:

The share of the company continues to be listed at Bangalore Stock Exchange Limited and the Stock Exchange Mumbai. Listing fee for the year 2009-2010 have been paid to Mumbai Stock Exchange.

CORPORATE GOVERNANCE:

The report on corporate governance is annexed to this report.

PARTICULARS UNDER SECTION 217 (2A) & (1) (E) OF THE COMPANIES ACT 1956.

A) Particulars of employees drawing remuneration is excess of the limits prescribed under section 217(2A) of the companies Act 1956:- Nil

B) Foreign exchange earnings and outgo: There have been no foreign Exchange earnings and out go during the year.

C) Conservation of energy: Disclosure in respect of conservation of energy in Form A is annexed

D) Technology absorption during the year-Nil

ACKNOWLEDGEMENTS

The directors gratefully acknowledge the co-operation, assistance and support extended by the Central Government, Government of Karnataka, the Financial institution like State Bank of Mysore .Company Bankers, the shareholders, and dealers. The directors also wish to place on record their appreciation of the contribution made by employees at all levels.



By order of the Board

Place : Chitradurga K.V. PRABHAKAR

Date : 25-08-2010 Managing Director



 
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