To,
The Members,
Sree Jayalakshmi Auto Spin Limited.
Your Directors have pleasure in presenting their Thirty One (31st) Annual
Report on the business and operations of the Company along with the Audited Financial
accounts for the Financial Year ended March 31, 2022.
Financial summary or highlights:
The Companys financial performances for the year under review along with previous
years figures are given hereunder:
| Particulars |
2021-2022 |
2020-2021 |
| Total Income |
1,98,70,583.00 |
5,72,45,609.00 |
| Depreciation |
1,95,416.00 |
2,15,267.00 |
| Total Expenses |
2,08,69,454.00 |
6,17,71,770.00 |
| Profit/Loss |
(11,94,287.00) |
(47,41,428.00) |
Dividend: No Dividend is recommended for the current financial year due to loss in
the Company.
Reserves: Since the Company has earned no profit during the period under review,
hence no amount is transferred.
Brief description of the Companys working during the year/State of Companys affair:
The main activities of the Company, Ginning and Cotton Trading. Cotton is purchased
from farmers from APMC yards. 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. For the time
being company has stopped the business activity due to shortage of funds.
Change in the nature of business, if any:
No change in the nature of the business.
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.
Details of Subsidiary/Joint Ventures/Associate Companies:
The Company does not have any Subsidiary, Joint venture or Associate Company.
Deposits:
The Company has neither accepted nor renewed any deposits during the year under review.
Director has given loan from his own funds.
Auditors/s. Sumanth Anantharam & Co Chartered Accountants, Statutory Auditors
of the Company, hold office till the conclusion of the ensuing Annual General Meeting
(AGM) and their term (transition period) of 3 years is expiring at the ensuing AGM.
Accordingly, as per the requirements of Section 139(2) of the Companies Act, 2013
(‘the Act), M/s. Karthik. P & Co, Chartered Accountants (Registration No.:
018460S) are proposed to be appointed as auditors, subject to ratification by shareholders
every year, as may be applicable, in place of M/s. Sumanth Anantharam& Co., Chartered
Accountants. M/s.Karthik. P & Co, Chartered Accountants, have consented to the said
appointment, and confirmed that their appointment, if made, would be within the limits
specified under Section 141(3)(g) of the Act. They have further confirmed that they are
not disqualified to be appointed as statutory auditors in terms of the provisions of the
proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions
of the Companies (Audit and Auditors) Rules, 2014. The Audit Committee and the Board of
Directors recommend the appointment of M/s. Karthik. P & Co, Chartered Accountants, as
statutory auditors of the Company.
Share Capital:
No shares were allotted during the period under review. As on 31st March
2022, 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 2022 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.
* The Company has not increased its authorized or paid-up share capital.
* The Company has not bought back any of its securities during the year 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 to the employees.
Extract of the annual return:
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014 as amended from
time to time, the Annual Return of the Company for Financial Year 2021-22 is available on
the Companys website at www.sjlal.com
Conservation of energy, technology absorption and foreign exchange earnings and outgo:
The detail in regard to the technology absorption is annexed as an Annexure I.
There was no foreign exchange inflow or Outflow during the year under review.
Corporate Social Responsibility (CSR):
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
Directors:
A)Appointment, Re-appointment and resignation of Director and Company Secretary:
In accordance with the provisions of section 152 of the Companies Act, 2013 and
articles of association of the Company Mr. K.V. Prabhakar, (DIN:0171681) (Managing
Director) of the company, retires by rotation in the ensuring Annual General Meeting and
being eligible has offered himself for re-appointment.
B) Declaration by an Independent Director and re- appointment, if any.
The Independent Directors have submitted their disclosures to the Board that they full
fill 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.
Formal Annual Evaluation of Board of Directors:
Pursuant to the governing provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, 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 nonindependent 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 directors evaluation.
Number of meetings of the Board of Directors:
The Company had 5 Board meetings during the financial year under review which is
mentioned in the Corporate Governance Report. During the year, 5 (Five) Meetings of the
Board of Directors were held respectively on 25.04.2021, 25.06.2021, 12.8.2021, 09.11.2021
and 08.02.2022.
Audit Committee:
As on 31st March 2022 Audit Committee consists of three executive directors.
The members of the Committee are Mr. Ram Murthy, T. Chandrasekhar and Smt. U. Vijaya
Prabhakar. The audit committee had met for five times in a financial year.
Vigil Mechanism/Whistle Blower Policy:
The Company has adopted a Whistle Blower Policy and has established the mechanism in
lieu with the requirements under the Companies Act 2013and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The Whistle Blower policy is formulated to provide a vigil mechanism for Directors and
Employees to raise the genuine concerns about unethical behaviour, actual and suspected
fraud and violation, actual or suspected fraud.
It also provides for adequate safeguard against victimization of the whistle blower. No
person has been denied access to the Audit committee. The committee looks into the
complaints, and tracks matters to the closure as per the law.
Nomination and Remuneration Committee:
Pursuant to LODR Regulations the company has constituted Nomination and Remuneration
Committee comprising of Mr. Ram Murthy, T. Chandrasekhar and Smt. U.Vijaya Prabhakar the
Details of the Committee is disclosed in Corporate Governance Report.
Stakeholders Relationship Committee:
Mr. Ram Murthy Independent and Non-Executive director is the chairman of the Stack
holders Grievance Committee. The roles and responsibilities of the Committee are given in
detail in the corporate governance report.
Particulars of loans, guarantees or investments under section 186:
The particulars of Loans, guarantees or investments made under Section 186 are not
applicable.
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 II and is attached to this report.
Managerial Remuneration:
None of the employees in the company is earning above five lakhs per months / Sixty
Lacs per annum.
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 Mr. G Shanker
Prasad, Company Secretary in practice to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as Annexure III with the report.
There are some qualifications, reservation or adverse remarks or disclaimer in the
Secretarial Audit Report the board of directors are explaining this qualification in Annexure
IV.
Directors Responsibility Statement:
The Directors Responsibility Statement referred to in clause (c) of subsection (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 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 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.
Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and companys operations in future:
There were no such orders passed.
Management Discussion and Analysis report:
Management Discussion and Analysis Report as required under LODR Regulations is
disclosed as Annexure V.
Corporate Governance Report:
Corporate Governance report as required under LODR Regulations is disclosed as Annexure
VI.
Listing Fees:
The Company confirm that it has paid the annual listing fees for the year 2022-23 Stock
exchange.
Criteria of Making Payments to Non-Executive Director If the Same Has Not Been
Disclosed in Annual Report:
The Company is not making any Payment to Non-Executive Director of the Company.
Other particulars related to Directors:
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.
Prevention, Prohibition and Redressal of Sexual Harassment of women 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 during the year. There are
no women employees in Company roles.
Policy On Dealing with Related Party Transactions: Company deals with related
parties on market terms and conditions at market prices. No special consideration in
given, they only do job works at ruling market prices.
Policy for Determining Material Subsidiaries:
Company does not deal in any material subsidiaries.
Details If Familiarization on Programmes Imparted to Independent Directors Including
The Following Details:
No familiarization programs are conducted to Independent Directors. The Independent
Directors are well aware of the Textiles Cotton Industries and financial and banking in
general. They are also well versed in day-today market fluctuation in cotton and Textiles
Markets.
The 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 e mail
rammurthy812@gmail.com or to sjlalcd@mail.com and to Integrated enterprises India Ltd No,
30 Ramana Residency, Ground Floor, 4th Cross Sampige road Malleshwaram, Bangalore-560003.E
MAIL ID :irg@intergratedindia.in.
No Fixed Agreements with Media Companies:
There were no Fixed Agreements with Media Companies and no such meet was conducted.
No Meeting of Institutional Investors or Analysts Meet Conducted by The Company
The Company has a proper and adequate system of internal controls:
This ensures that all transactions are authorized, recorded and reported correctly, and
assets are safeguarded and protected against loss from unauthorized use or disposition. In
addition, there are operational controls and fraud risk controls, covering the entire
spectrum of internal financial controls.
Compliance With Secretarial Standards on Board and General Meeting
Pursuant to Clause 9 of the Revised Secretarial Standard-1(SS-1) and Standard-2 (SS-2),
your company has complied with applicable Secretarial Standard issued by the Institute of
Company Secretaries of India during the financial year under review
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 acknowledge
gratefully the shareholders for their support and confidence reposed on your Company.
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