Your Directors are pleased to present the Annual Report and the Audited Financial
Statements of the Company for the period ended 31 March 2020.
REVIEW OF OPERATIONS
During the period the company has reported a Loss of Rs 10,70,316 as against Rs
10,95,043 in the previous year
FINANCIAL RESULTS
|
(In Rs) |
(In Rs) |
| Description |
2019-20 |
2018-19 |
| Income from Operations |
- |
- |
| Total Expenditure |
1,070,316 |
1,095,043 |
| Profit/(Loss)Before Depreciation |
(1,070,316) |
(1,095,043) |
| Depreciation |
- |
- |
| Net Profit/(Loss) before Provision for Tax |
(1,070,316) |
(1,095,043) |
| Deferred Tax |
- |
- |
| Pro fit/(Loss) after Tax |
(1,070,316) |
(1,095,043) |
DIVIDEND
The Company has not declared any dividend for the period.
FIXED DEPOSIT
The Company has neither accepted nor renewed any deposits during the period under
review.
MATERIAL CHANGES AND COMMITMENT, IF ANY, 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 THE REPORT
No material changes and commitments affecting the financial position of the Company
occurred between the period to which this financial statement relates and the date of this
report.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY
The Company does not have any Risk Management Policy as the elements of risk
threatening the Companys existence are very minimal.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
The said provisions of Corporate Social Responsibility are not applicable to the
Company for the current period.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
The Company has not given loans, guarantees or made investments which are covered by
section 186 of the companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The Company has not entered into any contracts or agreements with related parties
during the period ended 31 March 2020 under review
EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There are no qualifications / reservations / adverse remarks made by the auditors of
the Company. The Observation made by the practicing company secretary has been explained
in this report.
COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
The Company has devised a Policy relating to appointment of Directors, Payment of
Managerial remuneration, Directors qualifications, positive attributes, Independence of
Directors and other related matters as provided under Section 178(3) of the Companies Act,
2013
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had Five Board meetings during the period under review. Details of the same
are given in the Corporate Governance Report.
The said meetings convened and held on the 28/05/2019, 29/07/2019, 29/08/2019,
06/11/2019, 30/01/2020 in respect of which proceedings of the meetings were recorded in
the Minutes Book maintained for the purpose.
Attendance of the Board of Directors:
| SI. No. Name of Director |
Number of Board meetings entitled to attend |
Number of Board meetings attended |
| 1. Mr. K. Narayanan |
5 |
5 |
| 2. Mr.jaganathan Venkitasamy Naidu |
5 |
5 |
| Mr. K.M. BindhuSadhakan |
5 |
5 |
| Mr. Subrahmaniam Muthuraman |
5 |
5 |
| Mrs. BinduSadhakan Srividhya |
5 |
5 |
| L Mr. Krishnasamy Narayanasamy |
5 |
4 |
| 7 Mr. Devaraj Venkitasamy Naidu |
5 |
4 |
| O Mr. Raman Radhakrishnan |
5 |
4 |
MANAGEMENT DISCUSSION AND ANALYSIS REPORT FUTURE OUTLOOK
The Company is now looking for a new investor who would infuse funds to revive the
business. It has been proposed to change the main object of the business. Also, the
Company has applied for revocation of suspension of trading with Stock Exchanges.
OPPORTUNITIES AND THREATS
As the Indian economy is experiencing a slow growth phase, the long-term prospects for
infrastructural activities continues to be attractive.
RISKS & CONCERNS
Delay in revocation of suspension of trading will delay the revival process of the
company. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134(5) of the Companies Act, 2013 the
Board hereby submits its Responsibility Statement: -
(i) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(ii) 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 period and of
the profit and loss of the company for the period ended 31 March 2020;
(in) the directors had 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;
(iv) the directors had prepared the annual accounts on a going concern basis;
(v) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and are operating
effectively. Internal financial control means the policies and procedures adopted by the
company for ensuring the orderly and efficient conduct of its business including adherence
to companys policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information and
(vi) 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.
DIRECTORS
> Appointment of Director:
The Board of directors of the Company is duly constituted. There was no appointment of
any alternate/additional director / Director appointed under casual vacancy during the
financial year under review.
The Companys Board comprises of the following directors as on 31st March
2020:
Mr. K.M. BindhuSadhakan Mr. JaganathanVenkitasamy Naidu Mr. Subrahmaniam Muthuraman
Mrs. BinduSadhakan Srividhya Mr. Narayanan
Mr. Devaraj Venkitasamy Naidu Mr. Krishnasamy Narayanasamy Mr. Raman Radhakrishnan
COMMITTEES OF THE BOARD
Currently, the Board has three Committees:
• Audit Committee
• Nomination & Remuneration Committee
• Stakeholders Relationship Committee
A detailed note on board and its committees is provided in the Corporate Governance
Report.
DECLARATION OF INDEPENDENT DIRECTORS
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 for the continuance / appointment as Independent Directors
under the provisions of the Companies Act, 2013 and the relevant rules.
CS APPOINTMENT
During the year was not appointed Company Secretary of the Company.
SECRETARIAL AUDIT REPORT
The Company has appointed V K Shankararamann, Company Secretary in Practice to
undertake the Secretarial Audit for the period ended 31 March 2020. The Report of the
Secretarial Audit Report is annexed to this report
DIRECTOR S REPLY TO SECRETARIAL AUDITORS OBSERVATION
With regard to the suspension of trading, the Company has already submitted the
revocation application to BSE Limited.
Further to the filing of statutory compliances under listing regulations, the Company
has already initiated necessary filings with the Listing Authorities.
The Company is taking steps to appoint Company Secretary.
The Company is in the process of appointing an independent director during the year
under review.
CORPORATE GOVERNANCE
A Report on Corporate Governance as stipulated under LODR forms part of this Annual
Report. The requisite certificate from a Practicing Company Secretary confirming
compliance with the conditions of Corporate Governance as is attached to this Report.
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND WHISTLE BLOWER POLICY
During the financial year the Audit Committee met four times i.e. on 28th
May 2019, 27th July 2019, 6th November 2019 and 30th January 2020. The
attendance of each member of the committee is as furnished below:
| Name of Director |
No. of Meetings |
Meetings attended |
| Mr. K. Narayanan |
4 |
4 |
| Mr. S.P. Muthuraman |
4 |
4 |
| Mr. V. Jagannnathan |
4 |
4 |
| Mrs. K. M. Bindhu sadhakan |
4 |
4 |
| Mrs. Srividhya Bindhusadhakan |
4 |
4 |
The statutory auditors and the internal auditor attended the audit committee meetings
as invitees. The Whole-time director and Chief Financial Officer of the company attended
the meetings by invitation. All the recommendations of the Audit Committee during the
year, were considered, accepted and approved by the Board.
SHARES
The Company has not bought back any of its shares during the period under review. The
Company also has not issued any Sweat Equity Shares, Bonus Shares or Stock Option Scheme
during the period under review.
ANNUAL RETURN
The extracts of Annual Return in Form MGT 9 pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed
to this report. (Company website: www.srinandaaspinners.com.) Website of the company
provides the basic information about the company e.g. details of its business, financial
information, various policies, shareholding pattern & other details relevant to the
shareholders and the company is regularly updating the information provided on its
website.
PARTICULARS OF EMPLOYEES
The Company has no Employees whose salary exceeds the limits as prescribed under Rule
(5)(2) of Companies (Appointment and Remuneration of Key Managerial Personnel) Rules,
2014.
INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
| The ratio of the remuneration of each director to the median remuneration of the
employees of the company for the period ended 31 March 2020 |
Not applicable |
| The percentage increase in remuneration of each Director, Chief Financial Officer,
Company Secretary in the period ended 31 March 2020 |
Not applicable |
| The Percentage Increase in the median Remuneration of Employees In the period ended 31
March 2020 |
Not applicable |
| The number of permanent employees on the rolls of Company period ended 31 March 2020 |
Not applicable |
| The explanation on the relationship between average |
Profit (Loss) After Tax ( lakhs) |
Not Applicable |
| increase in remuneration and Company performance. |
Average increase in Remuneration |
Not applicable |
|
Remuneration of |
|
|
Key Managerial |
Nil |
|
Personnel fin Rs) |
|
| Variations in the market capitalization of the company, price earnings ratio as at the
closing date of the current period and percentage increase over decrease in the |
Share Price |
Capitalization in lakhs |
| market quotations of the shares of the company |
Not Applicable |
| Price Earnings Ratio |
Not Applicable |
| Average percentile increases already made in the salaries of employees other than the
managerial personnel in the last Financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof |
Average Percentile Increase already made in the salaries of employees
and managerial personnel in the period ended 31 March 2020 |
Not applicable |
AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY
The Company has devised remuneration policy for fixing the remuneration of the Officers
/ Executives. The policy would be followed during payment of remuneration to Directors and
Key Managerial Personnel of the Company
SEGMENT REPORTING
The company is operating in a single segment, and the risk and reward is same for the
segment in all the location and hence the segment reporting is not applicable to the
company
ACKNOWLEDGEMENT
Your Directors express their grateful thanks for the assistance, co-operation and
support extended to the Company by Promoters, shareholders and the bankers for their
continued support. The Directors also place on record their appreciation of the good work
put in by the employees of the company.
For and On behalf of the Board of Sri Nandaa Spinners Limited.
| K.M.Bindhusadhakan |
Srividhya Bindhusadhakan |
| Director |
Director |
| (DIN:00671392) |
(DIN:00671437) |
| Place: Chennai. |
| Date: 15/06/2020. |
+91-9892691696
