To,
The Members,
Sree Jayalakshmi Auto Spin Limited.
Your Directors have pleasure in presenting their Thirty Third (33rd) Annual Report on
the business and operations of the Company along with the Audited Financial accounts for
the Financial Year ended March 31, 2024. (amount in INR)
| Particulars |
2023-2024 |
2022-2023 |
| Other Income |
9,46,242.00 |
9,11,585.00 |
| Profit on sale of Land and Building |
3,48,35,614.00 |
00 |
| Total Income |
3,57,81,856.00 |
9,11,585.00 |
| Depreciation |
1,13,925.00 |
1,77,705.00 |
| Total Expenses |
35,93,603.00 |
13,31,895.00 |
| Profit/Loss |
3,20,74,328.00 |
(5,98,015.00) |
Financial summary or highlights: The Company's financial performances for the year
under review along with previous year's figures are given hereunder:
Dividend: No Dividend is recommended for the current financial year.
Reserves: The Company has not transferred any amount to reserves.
Brief description of the Company's working during the year/State of Company's affair:
The main activities of the Company, Ginning and Cotton Trading. Cotton 1s 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 and due to fluctuations
in the market.
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. Company has proposed to appoint M/s. G.R. Gupta and Company, Chartered
Accountants, Statutory Auditors of the Company to hold office till the conclusion of the
Thirty Eighth Annual General Meeting (AGM). The Company takes this opportunity to convey
thanks to M/s Karthik P & Co., the retiring auditors of the Company for all the
support and guidance provided by them.
Share Capital: No shares were allotted during the period under review. As on 31* March
2024, 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 31% March 2024 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 2023-24 is available on the Company's 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 Key Managerial Person:
c 01 April 2023 - 31 March 2024
In accordance with the provisions of section 152 of the Companies Act, 2013 and
articles of association of the Company, Mrs. Ela Gupta had resigned as a Company Secretary
and Compliance Officer of the Company w.e.f 22" July 2023. No further appointment of
Company Secretary was made for the said period.
Mr. T. Veerabhadraswamy (DIN: 02519026) and Mr. Basavaraj V.Patil (DIN: 2274036) were
appointed as Independent Directors to the Board of the Company w.e.f. 03% August 2023. Mr.
Kapil Sharma (DIN:10060527) was appointed as the Additional Director (Executive Non
Independent) to the Board of the Company w.e.f. 09.10.2023 and further he resigned on
31.10.2023.
Mr. Tarun Jairath (DIN: 10267383) w.e.f. 31.10.2023 and Mr. Yesh Sharma (DIN: 10291986)
w.e.f 04.12.2023 were appointed as the Additional Director (Executive Non Independent) and
pursuant to Regulation 17(11C) of SEBICLODR) Regulations, 2015 had to automatically
vacate.
01 April 2024 04 September 2024
In accordance with the provisions of section 152 and other applicable provisions of the
Companies Act, 2013, Ms. Sarita Devi Sharma, (DIN:02467927) (Managing Director) of the
company, was appointed on 16.07.2024, retires by rotation in the ensuring Annual General
Meeting and being eligible has offered herself for re-appointment. Ms. Manisha Godara,
(DIN: 08116113) and Mr. Manu Agarwal, (DIN: 09193711) were appointed as the Additional
Directors on the board both w.e.f. 29/07/2024. Further Ms. Lakshita Sharma (DIN: 09831479)
was appointed as the CFO w.e.f. 16/07/2024 and Additional Director w.e_f. 29/07/2024 on
the Board.
Mr. Presh Kumar was appointed as a Company Secretary and compliance officer of the
company w.e.f. 14" June 2024. Further Mr. Presh Kumar has submitted his resignation
on 02"4 Sept 2024 w.e.f 30th Sept 2024.
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.
C) 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 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.
D) 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. During the year, 10 (Ten) Meetings of the Board of Directors were held
respectively on 24.05.2023, 28.07.2023, 03.08.2023, 09.10.2023, 31.10.2023, 06.11.2023,
08.11.2023, 04.12.2023, 05.02.2024 and 08.03.2024
Audit Committee: As on 31% March 2024 Audit Committee consists of three executive
directors. The members of the Committee are Mr. Ramamurthy, Mr. T Chandershaker and Smt.
U. Vijaya Prabhakar. The audit committee had met for five times in a financial year.
Nomination and Remuneration Committee: As on 31 March 2024 Committee consists of three
executive directors. The members of the Committee are Mr. Ramamurthy, Mr. T Chandershaker
and Mr. Vishwanath K Mamani. 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 2013 and 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. Stakeholder's Relationship Committee: Mr. Ramamurthy Independent and
Non-Executive director is the chairman of the Stakeholders' 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 IT 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 G. Shanker Prasad, Company Secretary in practice to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as
Annexure ITI 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 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 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 company's 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
2024-25 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-to-day market
fluctuation in cotton and Textiles Markets. The E-Mail Address f-or Grievance Redressal_
and Other Relevant Details: The Grievance redressal in headed by Independent Director Mr.
Rama Murthy and shareholders can complain directly through the e-mail sjlalcd@mail.com and
to Integrated Registry Management Service Pvt
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
Penalty for Non-Compliance
BSE has imposed a fine of Rs.35,000 for late filing of financial results. Fine for
Non-Compliance of appointing a Company Secretary was levied by SEBI amounting to Rs.
87,320. 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 un-authorized 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.
For and on the behalf of the Board
| LAKSHITA SHARMA |
| Director |
| DIN: 09831479 |
| Place: Chitradurga |
| Date: 05.09.2024 |
|