sri vajra granites ltd Directors report

To

The Members

Your Directors have pleasure in presenting the 32^nd Annual Report together with the Audited Accounts of the Company for the year ended 31^st March, 2021.

1. REVIEW OF PERFORMANCE:

Particulars	Current Year 31.03.2021	Previous Year 31.03.2020
Revenue from Operations	--	18,07,626
Other Income	--	--
Total Income	--	18,07,626
Total Expenses	6,74,811	67,66,032
Net Profit/(Loss) Before Exceptional Items and Tax	(6,74,811)	(49,58,406)
Less: Exceptional Items	(6008)	(6,16,180)
Less: Provision for tax including Deferred Tax	--	--
Net Profit/(Loss) after tax	(6,68,803)	(43,42,226)
EPS
Basic	0	0
Diluted	0	0

2. OPERATIONAL REVIEW:

During the financial year 2020-21, your Company has no operational income as compared to Turnover of Rs. 18.07 Lakhs in previous year. Further company has incurred loss after tax of Rs. 6.68 Lakhs as against loss after tax of Rs. 43.42 Lakhs during the previous financial year. Since July, 2015 Company has stopped production due to unviable market conditions and acute financial position of the Company.

3. DIRECTORS:

In order to comply with provisions of Section 152 of the Companies Act, 2013, Mr. A Srinivas Reddy, Director of the Company retire by rotation at the ensuing AGM and being eligible offer himself for re-appointment as mentioned in Item 2 of Notice annexed to this Report.

Mrs. Leela Annapureddy was re-appointed as a Managing Director of the Company with effect from 30th June, 2021 subject to approval of members in ensuing Annual General Meeting, Accordingly resolution fo appointment is commended for approval of members.

Further In terms of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, consent of the Members by way of Special Resolution is required for continuation of Mr. Saya Reddy Chennolla as a Non Executive Independent director beyond the age of seventy five years. Accordingly resolution for appointment is commended for approval of members.

4. TRANSFER TO RESERVES:

It is not proposed to transfer any amount to reserve during the financial year ended March 31,2021

5. DIVIDENDS:

As there are no operations in the Company, your directors do not recommend any dividends for the financial year 2020-21.

6. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling under Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014, during the year.

7. SUBSIDIARY, HOLDING, JOINT VENTURE AND ASSOCIATE COMPANIES:

As on March 31,2021, the Company does not have any subsidiary or holding or joint venture or associate Company as defined under the Companies Act, 2013.

8. SECRETARIAL STANDARDS:

The Directors and senior management state that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied by the Company.

9. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company is having unclaimed share application money lying unclaimed for a period of seven years and not transferred to Investor Education and Protection Fund (IEPF).

10. MATERIAL CHANGES AND COMMITMENTS FROM THE DATE OF CLOSURE OF FINANCIAL YEAR:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186:

The Company has not given any Loans, Guarantees and has not made any Investments falling under Section 186 of the Companies Act, 2013 for the financial year and does not have any loans and investments outstanding as on 31st March 2021. Hence disclosure pursuant to clause (g) of sub-section (3) of section 134 of the Companies Act, 2013 is not applicable to the company.

13. ELECTRONIC ANNUAL REPORT:

In view of the continuing Covid-19 pandemic, the MCA has vide its circular dated May 05, 2020 read with circulars dated April 08, 2020 and April 13, 2020 (collectively referred to as "MCA Circulars"), permitted the Annual Report to be sent through electronic mode, accordingly electronic copies of the Annual Report for the financial year 2020-21 and Notice of the AGM are sent to all shareholders whose email addresses are registered with the Company. Members are requested to register their email ids with Company or Registrar and Share Transfer Agent (RTA) of the Company for receiving e-copies of Annual Report, Notice to the AGM and other shareholders communication.

14. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Directors of your Company hereby confirm that:

a) In the preparation of Annual Accounts for the year ended 31^st March, 2021, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March, 2021 and of the profit and loss of the Company for that period;

c) The Directors have 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 frauds and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis.

e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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.

15. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy which lays down a framework in relation to selection, appointment and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company.

Details of top ten employees of the companies in terms of remuneration drawn during the year including the details of remuneration of employees who, if employed throughout the year, were in receipt of remuneration at the rate of not less than Rs.1,02,00,000/- per annum or if employed for part of the year, were in receipt of remuneration at the rate of not less than Rs. 8,50,000/- per month - NIL

16. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS:

i) Board Meetings:

The Board of Directors of the Company met Four times during the year 2020-21. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013. The detail of number of meetings attended by each director is as follows:

S No. Names of Directors	Board Meetings
	30.06.2020	01.092020	12.11.2020	13.02.2021
1. Mr. Saya Reddy Ch ennolla	Yes	Yes	Yes	Yes
2. Mrs. Leela Annapareddy	Yes	Yes	Yes	Yes
3. Mr. Srinivas Reddy Annapureddy	Yes	Yes	Yes	Yes
4. Mr. Prabhu Reddy Kandula	Yes	Yes	Yes	Yes

ii) Key Managerial Personnel:

As at March 31, 2021, the following have been designated as KMP of the Company as defined under Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Mrs. Leela Annapareddy, Managing Director

Mr. Chandrashekhar Reddy Tirumalareddy, Chief Financial Officer

iii) Changes in Directors & Key Managerial Personnel:

There are no changes in constitution of the Board during the financial year under review.

iv) Independent Directors:

The following Independent Directors who were appointed for a period of Five (5) years, continue to be on the Board:

1. Mr. Saya Reddy Chennolla - Second term w.e.f 29.09.2019

2. Mr. Prabhu Reddy Kandula w.e.f28.09.2016

v) Statement on declaration by independent directors:

The Company has received necessary declaration from each independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

vi) Board Committees:

The Company has the following Committees of the Board:

(a) AUDIT COMMITTEE:

The primary objective of Audit Committee is to monitor and provide effective supervision of the managements financial reporting process with a view to ensure accurate, timely and proper disclosures and transparency in financial reporting. The Company has a qualified and independent Audit Committee comprising of Independent Directors. The Chairman of the Committee is an Independent Director.

> Composition:

Audit Committee of your Company as on date consists of following two Non executive Independent Directors and one executive Director:

1. Mr. Saya Reddy Chennolla	- Chairman
2. Mr. Srinivas Reddy Annapureddy	- Member
3. Mr. Prabhu Reddy Kandula	- Member

The committee met Four times during the financial year 30.06.2020, 01.09.2020, 12.11.2020 and 13.02.2021 attendance of each Member of Committee is as follows:

S. No. Name of the Members	Designation	No. of Meetings held	No. of Meetings attended
1 Saya Reddy Chennolla	Chairman	4	4
2 Srinivas Reddy Annapureddy	Member	4	4
3 Prabhu Reddy Kandula	Member	4	4

Further there are no recommendations of Audit Committee which were not accepted by the Board

• Terms of Reference:

• Over viewing the financial reporting process of the Company.

• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company, decide the nature and scope of audit in consultation with Auditors as well as post-audit discussion;

• Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process, performance of statutory and internal auditors, adequacy of the internal control systems;

• Reviewing, with the management, the annual financial statements and auditors report, quarterly financial statements, the statement of uses / application of funds thereon before submission to the board for approval, scrutiny of inter-corporate loans and investments, valuation of undertakings or assets, statement of deviations, management discussion and analysis of financial condition & such other significant information

• Approval or any subsequent modification of transactions of the listed entity with related parties;

• Evaluation and reviewing of adequacy of internal audit function internal financial controls and risk management systems;

• To review the functioning of the whistle blower mechanism;

(b) NOMINATION AND REMUNERATION COMMITTEE:

• Brief description of terms of reference:

The Nomination and Remuneration Committee is vested with the powers relating to formulating the criteria for determining qualifications, positive attributes, independence of directors and recommend to the board a policy relating to the remuneration of the directorism Key Managerial Employees and other employees.

The Committee shall also identify & screen candidates who qualify to become directors and may be appointed in senior management with the criteria laid down, evaluation of directors performance, approving and evaluating the compensation plans, policies and programs for executive directors and senior managements.

• Composition:

The Nomination & Remuneration Committee constitutes of following directors:

1. Mr. Saya Reddy Chennolla	-	Chairman
2. Mr. Prabhu Reddy Kandula	-	Member
3. Mr. Srinivas Reddy Annapureddy	-	Member

> Remuneration policy and details of remuneration paid to the Directors:

The policy framed by the Nomination and Remuneration Committee under the provisions of Section 178(4) of the Act, is as below:

The Board in consultation with the Nomination and Remuneration Committee decides the remuneration policy for directors. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time.

Presently, the non-executive Directors do not receive any remuneration from the Company.

The aggregate value of salary and perquisites for the year ended 31.03.2021 to Managing Director is NIL

(c) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The role of Stakeholders Relationship Committee is to consider and resolve the grievances of shareholders of the Company with respect to transfer of shares, nonreceipt of annual report, non-receipt of declared dividend, etc, review adherence to the service standards in respect of services from the Registrar & Share Transfer Agent and ensure timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

Composition of Stakeholders Relationship Committee is as follows:

1. Mr. Saya Reddy Chennolla	Chairman
2. Mr. Srinivas Reddy Annapureddy	Member
3. Mr. Prabhu Reddy Kandula	Member

vii) Vigil Mechanism:

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has established a whistle-blower policy and also established a mechanism for Directors and employees to report their concerns

• Whistle Blower Policy:

The Company has established a mechanism for employees to report concerns about unethical behaviors, actual or suspected fraud, and violation of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. We affirm that during the financial year 2020-21, no employee has been denied access to the Audit Committee.

viii) Related Party Transactions:

Your Company has not entered into any transaction with the related parties during the financial year. Hence requirement of disclosure under Section 134(3)(h) r/w Rule 8 of the Companies (Accounts) Rules, 2014 not applicable.

17. PERFORMANCE OF THE BOARD OF DIRECTORS, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

In accordance with Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014, your Directors have reviewed and evaluated the performance of the Board of Directors and their committees, along with performance of individual Director in the light of Companys performance. The performance of the Directors individually and collectively and performance of committees are found satisfactory.

With the spirit of wealth creation for the shareholders of the Company, your Directors are committed to give their best efforts towards the development of the Company.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As your company doesnt have net worth exceeding rupees five hundred crore or turnover exceeding rupees one thousand crore or net profit exceeding five crore, doesnt fall under the criteria to comply with provisions of Corporate Social Responsibility u/s 135, hence the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not required to be made.

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has laid down internal financial controls and believes that the same are commensurate with the nature and size of its business. Such controls have been supplemented by the internal audits carried by Internal Auditor in discussion of top Management including Directors and Chief Financial Officer and presented before the Audit Committee, periodically.

Based on the framework of internal financial controls and the reviews performed by the Management and the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during financial year 2020-21, for ensuring the orderly and efficient conduct of its business including adherence to the Companys Policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures.

20. AUDITORS:

M/s. Suresh Gupta Y & Co., Chartered Accountants (FRN: 009012S), Statutory Auditors were appointed at the Twenty Eighth AGM of the Company to hold the office for a period of five years until the conclusion of the 33rd Annual General Meeting of the Company to be held in the financial year 2022. The Company has obtained consent from the Auditors expressing their willingness to continue as statutory Auditors for financial year 2021-22 and that they are eligible for such continuation of their appointment.

Further pursuant to section 142 of the Companies Act, 2013 payment of remuneration to Auditors requires approval of members in general meeting, hence resolution commended for the approval of Shareholders to authorize the board to negotiate and fix their remuneration for FY 2021-22.

21. DETAILS OF FRAUD REPORTED BY AUDITORS:

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013.

22. AUDITORS REPORT:

With regard to Auditors Observation on transfer of funds to IEPF, your Board herewith bring to your kind notice that due to acute financial position, the Company could not transfer the funds and there are no further qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this annual report.

23. COST AUDIT & RECORDS:

The provisions of Cost audit u/s 148 and Cost Records are not applicable to the Company.

24. SECRETARIAL AUDITORS:

In accordance with the provisions of Section 204 of the Companies Act, 2013 and as a measure of good corporate governance practice, the Board of Directors of the Company appointed M/s. V K Bajaj & Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2020-21. The Secretarial Audit Report for financial year 2020-21 is herewith appended as Annexure - 1 to the Boards report.

With regard to adverse remarks in Secretarial Audit Report are self explanatory, your board of Directors would like inform you that company is putting all effort to fully compliant with statutory requirements. The qualifications reported in Secretarial Audit report are mainly attributed to acute financial position of the company.

25. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) of the Companies Act, 2013, and extract of Annual Return in Form MGT 9 is annexed herewith as Annexure - 2 to the Boards Report.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

As Company is inoperative, the particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL

27. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Regulation 34(2)(e) and para B of Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, management Discussion and Analysis report is attached and forms part of this report, as Annexure - 3.

28. RISK MANAGEMENT:

Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is always committed to promote a work environment free from discrimination and harassment based on gender thereby providing a friendly workplace environment. It ensures that all employees are treated with dignity and there is no discrimination between individuals on the basis of their race, colour, gender, religion, political opinion, social origin, sexual orientation or age.

The Company has created a policy for Prevention of Sexual Harassment of Women at workplace to seek recourse and redressal to instances of sexual harassment.

30. CAUTIONARY STATEMENT:

Statements in the Boards Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forwardlooking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

31. ACKNOWLEDGMENTS:

Your Directors have pleasure in recording their appreciation for the assistance extended to the Company by various officials of the Central and State Governments and Commercial Banks.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders, Investors, Suppliers, Bankers for their support and cooperation. Your Directors express their heartfelt gratitude to the employees for their exceptional commitment and loyalty to the Company.

	By Order of the Board
	For SRI VAJRA GRANITES LIMITED
	Sd/-	Sd/-
	Leela Annapareddy	A. Srinivas Reddy
Place: Secunderabad	Managing Director	Director
Date: 28.08.2021	DIN:02548781	DIN:01253937