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MKP Mobility Limited — Annual Report 2019
Sep 6, 2019
63819_rns_2019-09-06_f959b5c2-3674-4f7c-b8d9-a94c73b44e69.pdf
Annual Report
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CHITRADURGA SPINTEX LIMITED
CIN:L85110KA1990PLC011467 PB
Date: 6[th] September, 2019
To The Manager Department of Corporate Services Bombay Stock Exchange Ltd. Dalal Street, Fort Mumbai – 400 001
Sub. :- Notice of Annual General Meeting and Annual Report for FY 2018-2019
Ref. :- Scrip Code – 521244
Dear Sir / Madam,
With regards to the captioned subject find enclosed herewith Notice of Annual General Meeting of to be held on 30[th] September, 2019 and Annual Report for the FY 2018-2019.
Kindly take the same on your records and acknowledge the receipt.
Thanking you,
Yours faithfully,
For Chitradurga Spintex Ltd.
S. Vishwanath Managing Director DIN: 00900773
Encl: as above
Regd. Off: P.B. No.9, Bangalore Road, CHALLAKERE-577522 Karnataka, India. Mobile : 9901988898. E-mail:[email protected]
CHITRADURGA SPINTEX LIMITED
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28[TH ] ANNUAL REPORT (2018-19)
BOARD OF DIRECTORS
| Mr. Shivanna Vishwanath | ManagingDirector |
|---|---|
| Mr. Shivanna Rajasekharappa | Executive Director & CFO |
| Mr. Prasannakumar Siddappa | Independent Director |
| Ms. Namrata Subhash Malu | Independent Director |
| Mr. Shivanna Chandrashekar* | Non-Executive Director |
| Mr. ThippeswamySiddappa Thippeswamy* | Independent Director |
| Mr. ThippeswamySadashivamurthy* | Independent Director |
| Resigned w.e.f. 14thAugust, 2018 |
REGISTERED OFFICE
| REGISTERED OFFICE | REGISTERED OFFICE | REGISTERED OFFICE | |
|---|---|---|---|
| Add P.B.No. 9, Bangalore Road, Siddapura Village, Challakere – 577522 - Karnataka Tel. No.08195-222258 Fax No.08195-222336 Websitewww.chitraspinltd.com Email[email protected] AUDITORS MNT & ASSOCIATES LLP CHARTERED ACCOUNTANTS Add Office No. 1, “A” Wing, Vijay Apartment CHS. Ltd. LBS Marg, Panchpakhadi, Thane (W) - 400602 Tel No.022-25379096/97/98 [email protected] REGISTRARS & SHARE TRANSFER CANBANK COMPUTER SERVICES LIMITED Add 218, J P Royale, 1stFloor, 2ndMain Sampige Road, (Near 14thCross) Malleshwaram, Bangalore – 560003 Tel No.080 - 23469661 / 62/ 64 Web www.canbankrta.com [email protected] ANNUAL GENERAL MEETING Day Monday Date 30thSeptember, 2019 Venue P B No. 9, Bangalore, Road, Challakere, Karnataka – 577522 Time 11:00 A.M. INDEX |
|||
| Sr. No. | Particulars | Pg. No. | |
| 1. | Notice | 1 | |
| 2. | Directors‟ Report | 7 | |
| I | MGT-9 | 13 | |
| II | MR-3 | 21 | |
| 3. | Management Discussion and Analysis Report | 26 | |
| 4. | CEO/CFO Certificate | 27 | |
| 5. | Independent Auditor‟s Report | 28 | |
| I | Balance Sheet | 36 | |
| II | Statement of Profit & Loss Account | 37 | |
| III | Cash Flow Statement | 38 | |
| IV | Notes to the Financial Statement | 39 | |
| 6. | Proxy Form | 44 | |
| 7. | Attendance Slip | 45 |
Chitradurga Spintex Limited
NOTICE TO THE MEMBERS
CHITRADURGA SPINTEX LIMITED Registered office: P B No. 9, Bangalore Road, Challakere, Karnataka – 577522 CIN :L85110KA1990PLC011467 Email : [email protected] Tel. No. : 08195-222258 : 08195-222336 Website: www.chitraspinltd.com
NOTICE is hereby given that the 28[th] Annual General Meeting of the Members of CHITRADURGA SPINTEX LIMITED will be held on Monday, 30[th] September, 2019 at 11.00 A.M. at P.B. No. 9, Bangalore Road, Challakere, Karnataka - 577522 to transact the following business:
ORDINARY BUSINESS
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To receive, consider and adopt the Audited Balance Sheet as at 31[st] March 2019, the Profit and Loss Account for the year ended on that date and the Reports of the Directors and Auditors thereon.
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To appoint a Director in place of Mr. Shivanna Rajasekharappa, (DIN 00900916) who retires by rotation and being eligible, offers himself for re-appointment.
SPECIAL BUSINESS
- Re-Appointment of Mr. Prasannakumar Siddappa (DIN: 02752176) as an Independent Director
To consider and, if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution:
“ RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 including any statutory modification(s) or re-enactment thereof for the time being in force and Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Prasannakumar Siddappa (DIN: 02752176), a non-executive Independent Director of the Company, who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, who was appointed as a Director liable to retire by rotation and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office, for five consecutive years for a term up to the conclusion of the 33[rd] Annual General Meeting of the Company in the Calendar Year 2024.
By Order of the Board of Directors
Place: Challakere Date: 29[th] August, 2019
S. Rajasekharappa Chairman
REGISTERED OFFICE:
P B No. 9, Bangalore Road, Challakere Karnataka – 577522
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Chitradurga Spintex Limited Annual Report 2018-2019
NOTES
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A statement giving the relevant details of the Director seeking re-appointment under Item No. 2 and 3 of the accompanying Notice.
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A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member. Proxies in order to be effective must be received by the Company not later than Forty-Eight (48) hours before the Meeting. Proxies submitted on behalf of Limited Companies, Societies, etc., must be supported by appropriate resolutions/authority, as applicable.
A person can act as proxy on behalf of Members not exceeding Fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.
-
Members are requested to bring their attendance slips duly completed and signed mentioning therein details of their DP ID and Client ID/ Folio No.
-
In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.
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Share Transfer Books of the Company will remain closed from 24[th] September, 2019 to 30[th] September, 2019 (both days inclusive) for the purpose of Annual General Meeting (AGM) of the Company to be held on 30[th] September, 2019.
-
Relevant documents referred to in the accompanying Notice are open for inspection by the Members at the Company‟s Registered Office on all working days of the Company, during business hours up to the date of the Meeting.
-
Corporate Members intending to send their authorized representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company, a certified copy of the relevant Board Resolution together with their respective specimen signatures authorizing their representative(s) to attend and vote on their behalf at the Meeting.
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Members seeking any information with regard to the Accounts are requested to write to the Company at an early date, so as to enable the Management to keep the information ready at the Meeting.
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The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the companies and has issued circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its Members. To support this green initiative of the Government in full measure, members are requested to register their e-mail addresses in respect of electronic holdings with the Depository through their concerned Depository Participants.
-
Members who hold shares in physical form are requested to send their e-mail address to the following: [email protected].
-
The Notice of the AGM along with the Annual Report 2018-19 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/Registrar i.e. M/s. Canbank Computer Services Limited, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode.
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The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts. Members holding shares in physical form should submit their PAN to the Company.
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Annual Report 2018-2019
13. E-Voting process
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In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, substituted by Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide the facility to its members, to exercise their right to vote electronically (on resolution proposed to be considered at the 28[th] AGM to be held on 30[th] September, 2019) and the business may be transacted through e-voting services. E-voting will commence on 27[th] September, 2019 at 09.00 A.M. IST and ends on 29[th] September, 2019 at 05.00 P.M. IST. The Company has engaged the services of the National Securities Depository Limited (NSDL) to provide the e-voting facility. The Notice is displayed on the Company‟s website and on the website of NSDL.
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The facility for voting through
electronic voting system‟ orballot (Poll) paper‟ will be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right to vote at the meeting through such electronic voting system/ ballot (Poll) paper.
Please read the below mentioned instructions before casting your vote:
These details and instructions form an integral part of the Notice for the 28[th] Annual General Meeting of the Company to be held on 30[th] September, 2019.
3. The process and manner of remote e-voting are as under:
The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/
Step 2: Cast your vote electronically on NSDL e-Voting system.
Details on Step 1 are mentioned below:
How to Log-in to NSDL e-Voting website?
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Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under „Shareholders‟ section.
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A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.
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Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
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Your User ID details are given below :
| 4. | Your User ID details are given below : | ||
|---|---|---|---|
| Manner of holding shares i.e. Demat | Your User ID is: | ||
| (NSDL or CDSL) or Physical | |||
| a) For Members who hold shares in | 8 Character DP ID followed by 8 Digit | ||
| demat account with NSDL. | Client ID | ||
| For example if your DP ID is IN300*** | |||
| and Client ID is 12** then your user | |||
| ID is IN30012***. | |||
| b) For Members who hold shares in | 16 Digit Beneficiary ID | ||
| demat account with CDSL. | For example if your Beneficiary ID is | ||
| 12** then your user ID is | |||
| 12** |
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Chitradurga Spintex Limited
Annual Report 2018-2019
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c) For Members holding shares in EVEN Number followed by Folio Physical Form. Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
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- Your password details are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
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b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the „initial password‟ which was communicated to you. Once you retrieve your „initial password‟, you need to enter the „initial password‟ and the system will force you to change your password.
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c) How to retrieve your „initial password‟? (i) If your email ID is registered in your demat account or with the company, your „initial password‟ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your „User ID‟ and your „initial password‟.
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(ii) If your email ID is not registered, your „initial password‟ is communicated to you on your postal address.
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If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password: a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN,your name and your registered address.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
-
Now, you will have to click on “Login” button.
-
After you click on the “Login” button, Home page of e-Voting will open.
Details on Step 2 is given below:
How to cast your vote electronically on NSDL e-Voting system?
- After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles. 2. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status. 3. Select “EVEN” of “Chitradurga Spintex Ltd.” for which you wish to cast your vote. 4. Now you are ready for e-Voting as the Voting page opens. 5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted. 6. Upon confirmation, the message “Vote cast successfully” will be displayed. 7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. 8. Please remember that you are not allowed to modify your vote once you confirm your vote on the resolution
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Annual Report 2018-2019
General Guidelines for shareholders
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1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
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In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at [email protected] or contact Pallavi Mhatre, Assistant Manager, National Securities Depository Ltd., Trade World, „A‟ Wing, 04[th] Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, at the designated email address or at telephone no. +91 22 24994545, who will also address grievances‟ connected with voting by electronic means.
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You can also update your mobile number and e-mail ID in the user profile details of the folio, which may be used for sending future communication(s).
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The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date i.e., 23[rd] September, 2019.
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Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 23[rd] September, 2019, may obtain the login ID and password by sending a request at [email protected] or [email protected].
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A member may participate in the AGM even after exercising his right to vote through remote e- voting, but shall not be allowed to vote again at the AGM.
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A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through electronic voting system/ ballot (poll) paper.
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Payal Tachak, Practicing Company Secretary (Membership No. ACS 38016, C. P. No. 15010) of Payal Tachak & Associates, Mumbai, has been appointed as the Scrutinizer for providing facility to the members of the Company, to scrutinize the voting and remote e-voting process in a fair and transparent manner.
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The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of
**electronic voting system** ‟ orBallot Paper ‟ for all those members who are present at the AGM and have not cast their votes by availing the remote e-voting facility. -
The Scrutinizer shall, after the conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses, not in the employment of the Company and shall submit not later than two days of the conclusion of the AGM, a consolidated scrutinizer‟s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Mumbai.
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Annual Report 2018-2019
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013
ITEM NO. 3
Mr. Prasannakumar Siddappa (DIN: 02752176) was appointed as Independent Director of the Company..
In terms of provisions of Section 149 and 152 of the Companies Act, 2013, an Independent Director of a Company can be appointed for a term of 5 consecutive years and he shall not be liable to retire by rotation.
To comply with the above provisions, it is proposed to re-appoint Mr. Prasannakumar Siddappa (DIN: 02752176) as Independent Directors of the Company to hold office for 5 (Five) consecutive years for a term up to the conclusion of the 33[rd] Annual General Meeting of the Company in the Calendar Year 2024, who shall not be liable to retire by rotation. Mr. Prasannakumar Siddappa (DIN: 02752176) has given the requisite declarations pursuant to Section 149 (7) of the Companies Act, 2013, to the effect that he meets the criteria of independence as provided in Section 149 (6) of the Companies Act, 2013. The Company has also received notice along with requisite deposit under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Independent Director.
None of the Directors/Key Managerial Personnel of the Company/their relatives are in any way, concerned or interested in the proposed resolution except Mr. Prasannakumar Siddappa to the extent of their appointment.
The Board recommends the Resolution as set out at item Nos. 3 of the Notice for your approval.
ANNEXURE TO ITEM NO. 2 AND 3 OF THE NOTICE
Details of Director seeking re-appointment at the forthcoming Annual General Meeting
| Name of the Director | Mr. Shivanna Rajsekharappa | Mr. Prasannakumar Siddappa |
|---|---|---|
| Director Identification Number (DIN) |
00900916 | 02752176 |
| Date of Birth | 20th June,1950 | 20/07/1960 |
| Nationality | Indian | Indian |
| Date of Appointment on Board | 17thMay,1995 | 29/01/2009 |
| Qualification | BE | B. Com |
| Shareholdingin the Company | NIL | NIL |
| List of Directorships held in other Companies |
1. Chitradurga Sunflower Oil Complex Private Limited 2. The Margarine and Refined Oil Company Private Limited 3. Sunveer Consultancy Private Limited |
NIL |
| Memberships / Chairmanships of Audit and Stakeholders‟ Relationship Committees across Public Companies |
NIL | NIL |
| Place: Challakere Date: 29th August, 2019 |
By Order of the Board of Directors S. Rajasekharappa Chairman |
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Chitradurga Spintex Limited
Annual Report 2018-2019
DIRECTOR‟S REPORT
To, The Members,
Your Directors have pleasure in presenting their 28[th] Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31[st] March, 2019.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The Standalone financial statements for the year ended March 31, 2019 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The financial statements under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.
Financial Summary as under:
| ary as under: | ||
|---|---|---|
| [Amount in Rs.] | ||
| Particulars | 2018-19 | 2017-18 |
| Gross Income | - | - |
| Profit / (Loss) Before Interest and Depreciation |
(7,67,920) | (7,04,383) |
| Finance Charges | - | - |
| Gross Profit/(Loss) | (7,67,920) | (7,04,383) |
| Provision for Depreciation | - | - |
| ExtraordinaryItem | - | - |
| Net Profit/(Loss)Before Tax | (7,67,920) | (7,04,383) |
| Provision for Tax | - | - |
| Net Profit/(Loss)After Tax | (7,67,920) | (7,04,383) |
| Other Comprehensive Income | 4,24,143 | 4,52,649 |
| Balance of Profit brought forward | - | - |
| Balance available for appropriation | - | - |
| Proposed Dividend on EquityShares | - | - |
| Tax onproposed Dividend | - | - |
| Transfer to General Reserve | - | - |
| Surplus carried to Balance Sheet | (3,43,777) | (2,51,734) |
2. COMPANY‟S PERFORMANCE AFFAIR
Your Director s are positive about the Company‟s operations and making best efforts to implement the cost reduction measures to the feasible extent.
3. DIVIDEND
Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.
4. RESERVES AND SURPLUS
The balance of Profit & Loss statement amounting to Rs. (3,43,777)/- for Financial Year under review. The total reserves for the Financial Year 2018-19 is Rs. 67,41,349/-
5. SHARE CAPITAL
The total paid up share capital of the Company as on 31[st] March, 2019 is Rs. 46,10,300/- comprising of 4,61,030 Equity Shares of Rs. 10/- each.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.
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Annual Report 2018-2019
7. MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 5 (Five) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of which are given as under.
| Sr. No. | Date | Sr. No. | Date |
|---|---|---|---|
| Board Meeting | Audit Committee | ||
| 1. | 28thMay,2018 | 1. | 28thMay,2018 |
| 2. | 14thAugust,2018 | 2. | 14thAugust,2018 |
| 3. | 01stOctober,2018 | 3. | 14thNovember,2018 |
| 4. | 14thNovember,2018 | 4. | 13thFebruary,2019 |
| 5. | 13thFebruary,2019 |
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
8. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee.
9. COMMITTEES OF THE BOARD
There are currently three committees of the Board, as following:
1) Audit Committee
The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect of auditing and accounting matters. It also supervises the Company‟s financial reporting process. Due to resignation of directors, the composition of the Committee was reconstituted as under;
| Sr. No. |
Name | Category | Designation |
|---|---|---|---|
| 1 | Mr. Prasannakumar Siddappa | Independent Director | Chairman |
| 2 | Ms. Namrata Malu* | Independent Director | Member |
| 3 | Mr. S. Rajshekharappa* | Executive Director | Member |
| 4 | Mr. Thippeswamy Siddappa Thippeswamy** |
Independent Director | Member |
| 5 | Mr. Shivanna Chandrashekhar** | Non-Executive Director |
Member |
- *Appointed w.e.f. 14th August, 2018
**Resigned from Directorship w.e.f. 14th August, 2018
2) Nomination and Remuneration Committee
Due to resignation of directors, the composition of the Committee was reconstituted as under;
| Sr. No. |
Name | Category | Designation |
|---|---|---|---|
| 1 | Mr. Prasannakumar Siddappa | Independent Director | Chairman |
| 2 | Ms. Namrata Malu* | Independent Director | Member |
| 3 | Mr. S. Rajshekharappa* | Executive Director | Member |
| 4 | Mr. Thippeswamy Siddappa Thippeswamy** |
Independent Director | Member |
| 5 | Mr. Shivanna Chandrashekhar** |
Non-Executive Director | Member |
-
*Appointed w.e.f. 14th August, 2018
-
**Resigned from Directorship w.e.f. 14th August, 2018
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Annual Report 2018-2019
3) Stakeholders Relationship Committee
Due to resignation of directors, the composition of the Committee was reconstituted as under;
| Sr. No. |
Name | Category | Designation |
|---|---|---|---|
| 1 | Mr. Prasannakumar Siddappa* | Independent Director | Chairman |
| 2 | Ms. Namrata Malu** | Independent Director | Member |
| 3 | Mr. S. Rajshekharappa** | Executive Director | Member |
| 4 | Mr. Shivanna Chandrashekhar*** | Non-Executive Director | Chairman |
| 5 | Mr. Thippeswamy Siddappa Thippeswamy*** |
Independent Director | Member |
-
*Appointed as Chairman w.e.f 14[th] August, 2018
-
**Appointed as Member w.e.f. 14[th] August, 2018
-
***Resigned from Directorship w.e.f. 14[th] August, 2018
10. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.
11. DIRECTORS‟ RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:
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a) In the preparation of the annual accounts, the applicable accounting standards have been followed.
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b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review.
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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 fraud and other irregularities.
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d) The directors have prepared the annual accounts on a going concern basis.
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e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
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f) The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
12. AUDITORS
MNT & Associates LLP, Chartered Accountant, (FRN: W100115) is appointed as Statutory Auditors of the Company from conclusion of the Annual General Meeting [AGM] held in the year 2018 till the conclusion of 32[nd] Annual General Meeting to be held in the year 2023.
13. AUDITOR‟S REPORT
The Board has duly examined the Statutory Auditor‟s report on accounts which is self explanatory and clarifications wherever necessary, have been included in the Notes to Financial Statements of the Annual Report.
14. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under, the Board has appointed Ms. Payal Tachak, proprietress of M/s. Payal Tachak & Associates, Practicing Company Secretary for the FY 2018-19.
The report of the Secretarial Auditors is enclosed as Annexure to this report.
Secretarial Auditor‟s observation and Management‟s explanation to the Auditor‟s observation –
9
Chitradurga Spintex Limited
Annual Report 2018-2019
-
a) Section 203(1) (ii) Non appointment of Company Secretary as Key Managerial Personnel
-
The Board would like to bring to your notice that, the Company has been trying to find prospective candidate for the post of Company Secretary on the best efforts basis, but the Company has not been successful.
-
b) Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 Non appointment Qualified Company Secretary as Compliance Officer.
-
The Board has designated D M Shivananda Swamy as Compliance officer to take care of the compliances till the time Company finds suitable candidate for the post of Company Secretary.
-
c) Regulation 47 of the SEBI (Listing obligations and Disclosure Requirements) Regulation, 2015, Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration), Rules, 2014 and Section 91 of the Companies Act 2013 read with Rule 10 of the Companies (Management and Administration) Rules, 2014 – Publication of Results Audited and Unaudited in news paper, Voting Through Electronic means, News Paper Advertisement for Book Closure.
The Company has not been doing that, since the financial position of the Company does not allow Board to incur such expenditure keeping in mind that the results are made available for investors and market through Stock Exchange. The Company, on timely basis submits the results to the Exchange to bring the information in public domain.
- d) 100% Promoter Shareholding in Demat Form - SEBI Circular SEBI/Cir/ISD/05/2011 dated 30[th] September, 2011 and SEBI Circular SEBI/Cir/ISD/03/2011 dated 17[th] June, 2011.
The management is trying to do the needful to comply with the said provisions.
- e) Regulation 14 of the SEBI (Listing Obligations and Disclosures Requirements) Reg. 2015- Payment of Annual Listing fees to Stock Exchange within 30 days from Financial Year end.
The Company will make the payment of Listing fees to the BSE Limited for Financial Year 2019-20. Company will make sure to do the payments within due dates in future.
However, the Company would try and comply with all the provisions to the fullest extent. The report of the Secretarial Auditor is enclosed as Annexure II to this report.
15. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
16. DISCLOSURES UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an anti sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (“SH Act”). Internal Complaints Committees have been set up in accordance with the provisions of SH Act at the work place to redress sexual harassment compliant received. All employees (permanent or contractual trainees) are covered under the policy. No compliant was received from any employees of the Company or otherwise during the financial year 2018-19 and hence no complaint is outstanding as on 31 March, 2019 for redressal.
17. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company under investors/policy documents/Vigil Mechanism Policy link.
10
Chitradurga Spintex Limited Annual Report 2018-2019
18. RISK MANAGEMENT POLICY
The Company has laid down a well defined Risk Management Policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigate the same through a proper defined framework.
19. EXTRACT OF ANNUAL RETURN
As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT 9 as a part of this Annual Report as ANNEXURE I.
20. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The code laid down by the Board is known as “Code of Business Conduct” which forms an Appendix to the Code. The Code has been posted on the Company‟s website.
21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The Company‟s internal control system is commensurate to the size, scale and complexities of its Operations.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has not entered any contracts or arrangements with related parties specified under Section 188 of Companies Act, 2013.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of energy, technology absorption, foreign exchange earnings and outgo are nil during the year.
24. INDUSTRIAL RELATIONS
During the year under review, your Company maintained cordial relationship with employees at all levels.
25. LISTING WITH STOCK EXCHANGES
The Equity shares of the Company are currently listed on BSE Limited.
26. OTHER INFORMATION
Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
-
During the year under the review, the Company has not given any new loans and not provided any Guarantees or made Investments under the provisions of Section 186 of the Companies Act, 2013;
-
The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon;
-
The Company do not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same;
-
The Company has not accepted deposits covered under Chapter V of the Act;
-
No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
11
Chitradurga Spintex Limited
Annual Report 2018-2019
-
Since, the Company having paid-up capital less than the threshold provided under Regulation 27(2) of Listing Regulations 2015, hence, the Company need not required to address Reports on Corporate Governance.
-
There are no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
-
The Company has not entered any contracts or arrangements with related parties specified under Section 188 of Companies Act, 2013.
27. ACKNOWLEDGEMENTS
An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.
For and on behalf of the Board of Directors
Place: Challakere Date: 13[th] August, 2019
S. Rajasekharappa Chairman
ANNEXURE INDEX
| Annexure | Content |
|---|---|
| I | Annual Return Extracts in MGT 9 |
| II | MR-3 Secretarial Audit Report |
12
Chitradurga Spintex Limited Annual Report 2018-2019
ANNEXURE I FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2019
Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Company (Management & Administration) Rules, 2014
| I. REGISTRATION & OTHER DETAILS: 1 CIN L85110KA1990PLC011467 2 Registration Date 10thDecember,1990 3 Name of the Company Chitradurga Spintex Limited 4 Category/Sub-category of the Company Category: Company Limited by Shares Sub-Category: Indian Non-Government Company 5 Address of the Registered office & contact details Address : P.B. No. 9, Bangalore Road, Challakere, Karnataka – 577522 Email ID: [email protected] Tel. No.: 08195-222258 Fax No.: 08195-222336 Website:www.chitraspinltd.com 6 Whether listed company Listed on BSE Limited 7 Name, Address & contact details of the Registrar & Transfer Agent, if any. Name: Canbank Computer Services Limited Address:#218, J P Royale, 1stFloor, 2ndMain Sampige Road, (Near 14thCross) Malleshwaram, Banglore – 560003 Tel No. – 080-23469660, 23469668 Email: [email protected] |
I. REGISTRATION & OTHER DETAILS: 1 CIN L85110KA1990PLC011467 2 Registration Date 10thDecember,1990 3 Name of the Company Chitradurga Spintex Limited 4 Category/Sub-category of the Company Category: Company Limited by Shares Sub-Category: Indian Non-Government Company 5 Address of the Registered office & contact details Address : P.B. No. 9, Bangalore Road, Challakere, Karnataka – 577522 Email ID: [email protected] Tel. No.: 08195-222258 Fax No.: 08195-222336 Website:www.chitraspinltd.com 6 Whether listed company Listed on BSE Limited 7 Name, Address & contact details of the Registrar & Transfer Agent, if any. Name: Canbank Computer Services Limited Address:#218, J P Royale, 1stFloor, 2ndMain Sampige Road, (Near 14thCross) Malleshwaram, Banglore – 560003 Tel No. – 080-23469660, 23469668 Email: [email protected] |
I. REGISTRATION & OTHER DETAILS: 1 CIN L85110KA1990PLC011467 2 Registration Date 10thDecember,1990 3 Name of the Company Chitradurga Spintex Limited 4 Category/Sub-category of the Company Category: Company Limited by Shares Sub-Category: Indian Non-Government Company 5 Address of the Registered office & contact details Address : P.B. No. 9, Bangalore Road, Challakere, Karnataka – 577522 Email ID: [email protected] Tel. No.: 08195-222258 Fax No.: 08195-222336 Website:www.chitraspinltd.com 6 Whether listed company Listed on BSE Limited 7 Name, Address & contact details of the Registrar & Transfer Agent, if any. Name: Canbank Computer Services Limited Address:#218, J P Royale, 1stFloor, 2ndMain Sampige Road, (Near 14thCross) Malleshwaram, Banglore – 560003 Tel No. – 080-23469660, 23469668 Email: [email protected] |
I. REGISTRATION & OTHER DETAILS: 1 CIN L85110KA1990PLC011467 2 Registration Date 10thDecember,1990 3 Name of the Company Chitradurga Spintex Limited 4 Category/Sub-category of the Company Category: Company Limited by Shares Sub-Category: Indian Non-Government Company 5 Address of the Registered office & contact details Address : P.B. No. 9, Bangalore Road, Challakere, Karnataka – 577522 Email ID: [email protected] Tel. No.: 08195-222258 Fax No.: 08195-222336 Website:www.chitraspinltd.com 6 Whether listed company Listed on BSE Limited 7 Name, Address & contact details of the Registrar & Transfer Agent, if any. Name: Canbank Computer Services Limited Address:#218, J P Royale, 1stFloor, 2ndMain Sampige Road, (Near 14thCross) Malleshwaram, Banglore – 560003 Tel No. – 080-23469660, 23469668 Email: [email protected] |
|---|---|---|---|
| 1 | CIN | L85110KA1990PLC011467 | |
| 2 | Registration Date | 10thDecember,1990 | |
| 3 | Name of the Company | Chitradurga Spintex Limited | |
| 4 | Category/Sub-category of the Company |
Category: Company Limited by Shares Sub-Category: Indian Non-Government Company |
|
| 5 | Address of the Registered office & contact details |
Address : P.B. No. 9, Bangalore Road, Challakere, Karnataka – 577522 Email ID: [email protected] Tel. No.: 08195-222258 Fax No.: 08195-222336 Website:www.chitraspinltd.com |
|
| 6 | Whether listed company | Listed on BSE Limited | |
| 7 | Name, Address & contact details of the Registrar & Transfer Agent, if any. |
Name: Canbank Computer Services Limited Address:#218, J P Royale, 1stFloor, 2ndMain Sampige Road, (Near 14thCross) Malleshwaram, Banglore – 560003 Tel No. – 080-23469660, 23469668 Email: [email protected] |
- II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)
| Sr. No. |
Name and Description of main products / services |
NIC Code of the Product/service |
% to total turnover of the Company |
|---|---|---|---|
| NIL |
| III. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) A. Category-wise Share Holding |
III. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) A. Category-wise Share Holding |
III. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) A. Category-wise Share Holding |
III. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) A. Category-wise Share Holding |
III. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) A. Category-wise Share Holding |
III. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) A. Category-wise Share Holding |
III. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) A. Category-wise Share Holding |
III. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) A. Category-wise Share Holding |
III. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) A. Category-wise Share Holding |
III. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) A. Category-wise Share Holding |
|---|---|---|---|---|---|---|---|---|---|
| Category of Shareholders |
No. of Shares held at the beginning of the year[As on 01-April-2018] |
No. of Shares held at the end of the year[As on 31-March-2019] |
% Change during the year |
||||||
| Demat | Physical | Total | % of Total Shares |
Demat | Physical | Total | % of Total Shares |
||
| A. Promoters | |||||||||
| (1)Indian | |||||||||
| a) Individual/ HUF |
- | - | - | - | - | - | - | - | - |
| b) Central Govt |
- | - | - | - | - | - | - | - | - |
| c) State Govt(s) |
- | - | - | - | - | - | - | - | - |
| d) Bodies Corp. |
- | - | - | - | - | - | - | - | - |
| e) Banks / FI | - | - | - | - | - | - | - | - | - |
13
Chitradurga Spintex Limited
| Category of Shareholders f) Any other |
No. of Shares held at the beginning of the year[As on 01-April-2018] |
No. of Shares held at the beginning of the year[As on 01-April-2018] |
No. of Shares held at the beginning of the year[As on 01-April-2018] |
No. of Shares held at the beginning of the year[As on 01-April-2018] |
No. of Shares held at the end of the year[As on 31-March-2019] |
No. of Shares held at the end of the year[As on 31-March-2019] |
No. of Shares held at the end of the year[As on 31-March-2019] |
No. of Shares held at the end of the year[As on 31-March-2019] |
% Change during the year |
|---|---|---|---|---|---|---|---|---|---|
| Demat - |
Physical - |
Total - |
% of Total Shares - |
Demat - |
Physical - |
Total - |
% of Total Shares - |
||
| - | |||||||||
| Person acting in concert |
78620 | 1500 | 80120 | 17.38 | 78620 | 1500 | 80120 | 17.38 | - |
| Directors & their relatives |
240 | 2317 | 2557 | 0.55 | 240 | 2317 | 2557 | 0.55 | - |
| Total shareholding of Promoter (A) |
78860 | 3817 | 82677 | 17.93 | 78860 | 3817 | 82677 | 17.93 | - |
| B. Public Shareholding |
|||||||||
| 1. Institutions | |||||||||
| a) Mutual Funds/UTI |
- | 5540 | 5540 | 1.20 | - | 5540 | 5540 | 1.20 | - |
| b)Banks/FI | - | - | - | - | - | - | - | - | - |
| c) Central Govt |
- | - | - | - | - | - | - | - | - |
| d) State Govt(s) |
- | - | - | - | - | - | - | - | - |
| e) Venture Capital Funds |
- | - | - | - | - | - | - | - | - |
| f) Insurance Companies |
- | - | - | - | - | - | - | - | - |
| g)FIIs | - | - | - | - | - | - | - | - | - |
| h) Foreign Venture Capital Funds |
- | - | - | - | - | - | - | - | - |
| i) Others (specify) |
- | - | - | - | - | - | - | - | - |
| Sub-total (B)(1):- |
- | 5540 | 5540 | 1.20 | - | 5540 | 5540 | 1.20 | - |
| 2. Non- Institutions |
|||||||||
| a) Bodies Corp. |
9639 | 12260 | 21899 | 4.75 | 8123 | 12450 | 20573 | 4.46 | -0.29 |
| i)Indian | - | - | - | - | - | - | - | - | - |
| ii)Overseas | - | - | - | - | - | - | - | - | - |
| b)Individuals | - | - | - | - | - | - | - | - | - |
| i) Individual shareholders holding nominal share capital up to Rs. 1 lakh |
113117 | 88700 | 201817 | 43.78 | 122074 | 81890 | 203964 | 44.24 | 0.46 |
| ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh |
109830 | - | 109830 | 23.82 | 109000 | - | 109000 | 23.64 | -0.18 |
| c) Others (specify) |
- | - | - | - | - | - | - | - | - |
14
Chitradurga Spintex Limited
| Category of Shareholders Non Resident Indians |
No. of Shares held at the beginning of the year[As on 01-April-2018] |
No. of Shares held at the beginning of the year[As on 01-April-2018] |
No. of Shares held at the beginning of the year[As on 01-April-2018] |
No. of Shares held at the beginning of the year[As on 01-April-2018] |
No. of Shares held at the end of the year[As on 31-March-2019] |
No. of Shares held at the end of the year[As on 31-March-2019] |
No. of Shares held at the end of the year[As on 31-March-2019] |
No. of Shares held at the end of the year[As on 31-March-2019] |
% Change during the year |
|---|---|---|---|---|---|---|---|---|---|
| Demat 10794 |
Physical 25910 |
Total | % of Total Shares 7.96 |
Demat 10794 |
Physical 25910 |
Total 36704 |
% of Total Shares 7.96 |
||
| 36704 | - | ||||||||
| Overseas Corporate Bodies |
- | - | - | - | - | - | - | - | - |
| Foreign Nationals |
- | - | - | - | - | - | - | - | - |
| Hindu Undivided Families |
2443 | - | 2443 | 0.53 | 2443 | - | 2443 | 0.53 | - |
| ESOPs/ ESOS/ ESPS Employee Shareholders |
- | 120 | 120 | 0.03 | - | 120 | 120 | 0.03 | - |
| Clearing Members |
- | - | - | - | 9 | - | 9 | 0.00 | 0.00 |
| Sub-total (B)(2):- |
245823 | 126990 | 372813 | 80.87 | 252443 | 120370 | 372813 | 80.87 | - |
| Total Public Shareholding (B)=(B)(1)+ (B)(2) |
245823 | 132530 | 378353 | 82.07 | 252443 | 125910 | 378353 | 82.07 | - |
| C. Shares held by Custodian for GDRs & ADRs |
- | - | - | - | - | - | - | - | - |
| Grand Total (A+B+C) |
324683 | 136347 | 461030 | 100 | 331303 | 129727 | 461030 | 100 | - |
B. Shareholding of Promoter-
| Sr. No. |
Shareholder‟ s Name |
Shareholding at the beginning of the year [As on 01-April-2018] |
Shareholding at the beginning of the year [As on 01-April-2018] |
Shareholding at the beginning of the year [As on 01-April-2018] |
Shareholding at the end of the year [As on 31-March-2019] |
Shareholding at the end of the year [As on 31-March-2019] |
Shareholding at the end of the year [As on 31-March-2019] |
% change in sharehol ding during the year |
|---|---|---|---|---|---|---|---|---|
| No. of Shares |
% of total Shares of the company |
%of Shares Pledged / encumbere d to total shares |
No. of Shares |
% of total Shares of the company |
%of Shares Pledged / encumbere d to total shares |
|||
| 1 | Chandrase- khar Shivanna |
2557 | 0.555 | - | 2557 | 0.555 | - | - |
| 2 | Nandakishor e Innani |
250 | 0.054 | - | 250 | 0.054 | - | - |
| 3 | Dwarakadas Innani |
250 | 0.054 | - | 250 | 0.054 | - | - |
| 4 | Vijay Kumar Innani |
250 | 0.054 | - | 250 | 0.054 | - | - |
| 5 | P Ramdas | 250 | 0.054 | - | 250 | 0.054 | - | - |
| 6 | C Champalal Jain |
250 | 0.054 | - | 250 | 0.054 | - | - |
| 7 | Usha Kumar JN |
250 | 0.054 | - | 250 | 0.054 | - | - |
15
Chitradurga Spintex Limited
| 8 | Ashok Kumar Innani |
150 | 0.033 | - | 150 | 0.033 | - | - |
|---|---|---|---|---|---|---|---|---|
| 9 | I V Mangala | 10300 | 2.234 | - | 10300 | 2.234 | - | - |
| 10 | S Rekha | 10250 | 2.223 | - | 10250 | 2.223 | - | - |
| 11 | Susheela S C | 11610 | 2.518 | - | 11610 | 2.518 | - | - |
| 12 | B Sumana | 10300 | 2.234 | - | 10300 | 2.234 | - | - |
| 13 | Shivanna Jaya Prakash |
8470 | 1.837 | - | 8470 | 1.837 | - | - |
| 14 | Shivanna Koteshwar |
14150 | 3.069 | - | 14150 | 3.069 | - | - |
| 15 | Chikkahally Shivanna Manohar |
13390 | 2.904 | - | 13390 | 2.904 | - | - |
C. Change in Promoters‟ Shareholding (please specify, if there is no change)
| Sr. No. |
Particulars | Shareholding at the beginning of the year |
Shareholding at the beginning of the year |
Cumulative Shareholding during theyear |
Cumulative Shareholding during theyear |
|---|---|---|---|---|---|
| No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
||
| At the beginningof theyear | 82677 | 17.93 | - | - | |
| Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/sweat equityetc.): |
No change |
No change | - | - | |
| At the end of theyear | 82677 | 17.93 | - | - |
D. Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):
| Sr. No. |
For Each of the Top 10 Shareholders |
Shareholding at the beginning of the year |
Shareholding at the beginning of the year |
Cumulative Shareholding during the Year |
Cumulative Shareholding during the Year |
|---|---|---|---|---|---|
| No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
||
| 1. | Vishal Dineshbhai Chavda | ||||
| At the beginningof theyear | 109830 | 23.82 | - | - | |
| Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equityetc.): Sale On 10/09/2018 |
830 | 0.18 | - | - | |
| At the end of theyear | 109000 | 23.64 | - | - | |
| 2. | Ventura Guaranty Ltd. | ||||
| At the beginningof theyear | 10890 | 2.36 | - | - | |
| Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equityetc.): |
No Change | No Change | - | - | |
| At the end of theyear | 10890 | 2.36 | - | - |
16
Chitradurga Spintex Limited Annual Report 2018-2019
| 3. | Zakirhusen Abdulhakim Mansuri | ||||
|---|---|---|---|---|---|
| At the beginningof theyear | 9845 | 2.14 | - | - | |
| Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equityetc.): |
No Change | No Change | - | - | |
| At the end of theyear | 9845 | 2.14 | - | - | |
| 4. | Pradeep Bhutoria | ||||
| At the beginningof theyear | 7280 | 1.58 | - | - | |
| Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equityetc.): |
No Change | No Change | - | - | |
| At the end of theyear | 7280 | 1.58 | - | - | |
| 5. | Habibbhai Sifayatali Mansuri | ||||
| At the beginningof theyear | 7248 | 1.57 | - | - | |
| Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equityetc.): |
No Change | No Change | - | - | |
| At the end of theyear | 7248 | 1.57 | - | - | |
| 6. | Pushpa Hirachand Bafna | ||||
| At the beginningof theyear | 6459 | 1.40 | - | - | |
| Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equityetc.): |
No Change | No Change | - | - | |
| At the end of theyear | 6459 | 1.40 | - | - | |
| 7. | Bhavna Ashok Shah | ||||
| At the beginningof theyear | 5000 | 1.08 | |||
| Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equityetc.): |
No Change | No Change | |||
| At the end of theyear | 5000 | 1.08 | |||
| 8. | P S Balasubramanyam | ||||
| At the beginningof theyear | 5000 | 1.08 | - | - | |
| Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equityetc.): |
No Change | No Change | - | - | |
| At the end of theyear | 5000 | 1.08 | - | - | |
| 9. | Shyam M Ganglani | ||||
| At the beginningof theyear | 5000 | 1.08 | - | - | |
| Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equityetc.): |
No Change | No Change | - | - | |
| At the end of theyear | 5000 | 1.08 | - | - | |
| 10. | Monika Sandip Shah | ||||
| At the beginningof theyear | 4942 | 1.07 | - | - | |
| Date wise Increase/Decrease in | No Change | No Change | - | - |
17
| Chitradurga Spintex Limited | Chitradurga Spintex Limited | Annual Report 2018-2019 - - |
Annual Report 2018-2019 - - |
||
|---|---|---|---|---|---|
| Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equityetc.): |
|||||
| At the end of theyear | 4942 | 1.07 | - | - |
E. Shareholding of Directors and Key Managerial Personnel:
| Sr. No. |
Shareholding of each Directors and each Key Managerial Personnel |
Shareholding at the beginning of the year |
Shareholding at the beginning of the year |
Cumulative Shareholding during the Year |
Cumulative Shareholding during the Year |
|---|---|---|---|---|---|
| No. of shares |
% of total shares of the company |
No. of shares |
% of total shares of the company |
||
| 1. | Shivanna Vishwanath (Managing Director) |
||||
| At the beginningof theyear | - | - | - | - | |
| Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/sweat equityetc.): |
- | - | - | - | |
| At the end of theyear | - | - | - | - | |
| 2. | Shivanna Rajasekharappa (Director & CFO) |
- | - | ||
| At the beginningof theyear | - | - | - | - | |
| Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/sweat equityetc.): |
- | - | - | - | |
| At the end of theyear | - | - | - | - | |
| 3. | Prasannakumar Siddappa (Director) | ||||
| At the beginningof theyear | - | - | - | - | |
| Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/sweat equityetc.): |
- | - | - | - | |
| At the end of theyear | - | - | - | - | |
| 4. | Namrata Subhash Malu(Director) | ||||
| At the beginningof theyear | - | - | - | - | |
| Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/sweat equityetc.): |
- | - | - | - | |
| At the end of theyear | - | - | - | - |
18
Chitradurga Spintex Limited Annual Report 2018-2019
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
| Sr. No. |
Name And Address of The Company |
CIN/GLN | Holding/ Subsidiary / Associate |
% of shares held |
Applicable Section |
|---|---|---|---|---|---|
| NA | NA | NA | NA | NA |
IV. INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but not due for payment.
| Secured Loans excluding deposits |
Unsecured Loans | Deposits | Total Indebtedness |
|
|---|---|---|---|---|
| Indebtedness at the beginning of the financialyear |
-- | -- | -- | -- |
| i) Principal Amount | -- | -- | -- | -- |
| ii) Interest due but notpaid | -- | -- | -- | -- |
| iii) Interest accrued but not due | -- | -- | -- | -- |
| Total (i+ii+iii) | -- | -- | -- | -- |
| Change in Indebtedness during the financial year |
-- | -- | -- | -- |
| *** Addition** | -- | -- | -- | -- |
| *** Reduction** | -- | -- | -- | -- |
| **Net Change ** | -- | -- | -- | -- |
| Indebtedness at the end of the financialyear | -- | -- | -- | -- |
| i) Principal Amount | -- | -- | -- | -- |
| ii) Interest due but notpaid | -- | -- | -- | -- |
| iii) Interest accrued but not due | -- | -- | -- | -- |
| Total(i+ii+iii) | -- | -- | -- | -- |
V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the period under the review Company has not paid any amount to the Managing Director, Whole-time Director as remuneration.
A. Remuneration to Managing Director, Executive Director:
| Sr. No. |
Particulars of Remuneration | Managing Director |
Executive Director |
|---|---|---|---|
| Mr. S. Vishwanath |
Shivanna Rajasekharappa |
||
| 1 | Gross salary | - | - |
| (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
- | - | |
| (b) Value ofperquisites u/s 17(2) Income-tax Act, 1961 | - | - | |
| (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 |
- | - | |
| 2 | Stock Option | - | - |
| 3 | Sweat Equity | - | - |
| 4 | Commission - as % of profit |
- | - |
| 5 | Others,please specify | - | - |
| Total (A) | - | - | |
| Ceiling as per the Act | 11% of the Net of Profit |
11% of the Net of Profit |
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Chitradurga Spintex Limited
Annual Report 2018-2019
B. Remuneration to other directors:
| Sr. No. |
Particulars of Remuneration |
Name of Directors | Name of Directors | Total Amount |
|---|---|---|---|---|
| Prasannakumar **Siddappa ** |
Namrata Malu | |||
| Independent Directors Fee for attending board Committee Meetings Commission Others, please specify |
- - - |
- - - |
- - - |
|
| Total(1) | - | - | - | |
| Other Non-Executive Director Fee for attending board committee meetings Commission Others, please specify |
- - - |
- - - |
- - - |
|
| Total(2) | - | - | - | |
| Total(B)=(1+2) | - | - | - | |
| Total Managerial Remuneration |
- | - | - | |
| Overall Ceiling as per the Act |
11% of the Net of Profit |
- | - |
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER / WTD
| Sr. No. |
Particulars of Remuneration |
Shivanna Rajasekharappa (CFO) |
|---|---|---|
| 1. | Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 |
- |
| 2. | Stock Option |
- |
| 3. | Sweat Equity | - |
| 4. | Commission - as % of profit -others, specify… |
- |
| 5. | Others,please specify |
- |
| Total | - |
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NONE
For and on behalf of the Board of Directors Place: Challakere S. Rajasekharappa Date: 13[th] August, 2019 Chairman
20
Chitradurga Spintex Limited
Annual Report 2018-2019
ANNEXURE – II
Form No. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, The Members,
Chitradurga Spintex Limited
P.B. No. 9, Bangalore Road, Chitraduga District, Challakere – 577522 Karnataka
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Chitradurga Spintex Limited (hereinafter called “the Company” ). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended March 31, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
-
I have examined the books, papers, minute books, forms and returns filed and other records maintained by Chitradurga Spintex Limited (“the Company”) for the financial year ended March 31, 2019 according to the provisions of:
-
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
-
ii. The Securities Contracts (Regulation) Act, 1956 („SCRA‟) and the rules made thereunder;
-
iii. The Securities and Exchange Board of India (Depositories and Participants) Act, 2018 and the Regulations and bye-laws framed thereunder;
-
iv. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 („SEBI Act‟):-
-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
-
b) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
-
c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
-
d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
-
-
Provisions of the following Regulations and guidelines prescribed under the Securities and Exchange Board of India Act, 1992 were not applicable to the Company under the financial year 2018-19:
-
a) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;
-
b) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
-
c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
-
d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
21
Chitradurga Spintex Limited Annual Report 2018-2019
-
e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and f) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
-
- Provisions of the Foreign Management Act, 1999 and the rules and Regulations made there under to the extent of External Commercial Borrowings were not attracted to the company under the Audit period.
-
- I have also examined compliance with the applicable clauses of the following: Secretarial Standards issued by The Institute of Company Secretaries of India under the provisions of Companies Act, 2013;
-
During the period under review and as per the explanations and the clarifications given to us and the representation made by the Management of the Company, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above to the extend applicable and subject to the following observation. 1. Sec 203(1)(ii) of Companies Act, 2013 – Appointment of Key Managerial Personnel Pursuant to the provisions of Sec 203(1)(ii) read with Rule 8 of The Companies (Appointment and Remuneration of Managerial Personnel) every Listed Company shall have the following whole time Key Managerial Personnel,a) Managing Director, or Chief Executive Officer or Manager and in their absence, a whole-time director; b) Company Secretary; and c) Chief Financial Officer However, during the period under review, the Company has not appointed Company Secretary. 2. Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 Pursuant to Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 a Listed Company shall designate Qualified Company Secretary as a Compliance officer. However, during the period under review, the Company has not appointed Compliance officer. 3. Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 – Advertisement in News Paper
-
Pursuant Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company shall issue a public notice in at least in one English daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the company is situated for following matters: a) Board meeting wherein quarterly unaudited / audited results are to be considered where prior 5 clear day’s intimation needs to be published.
-
b) Financial results within 48 hrs of the conclusion of Board or committee meeting at which they were approved. c) Statements of deviation(s) or variation(s) as specified in sub-regulation (1) of regulation 32 on quarterly basis, after review by audit committee and its explanation in directors report in Annual report;
-
d) Notices given to shareholders by advertisement.
-
However, during the period under review, the Company has not complied with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
4. Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration), Rules, 2014 – Voting Through Electronic means
Pursuant to Rule 20 (4) (v) of the Companies (Management and Administration), Rules, 2014 the Company shall cause a public notice by way of an advertisement to be published, immediately on completion of dispatch of notices for the meeting not later than 21 days prior to the date of General Meeting at least once in English newspaper having country wide circulation and once in vernacular language news paper in principle vernacular language of the District in which company is situated, having wide circulation in the District.
However, during the period under review, the Company has not complied with the requirements of Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration), Rules, 2014.
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Chitradurga Spintex Limited
5. Section 91 of the Companies Act 2013 read with Rule 10 of the Companies (Management and Administration) Rules, 2014 – News Paper Advertisement for Book Closure.
Pursuant to Section 91 of the Companies Act, 2013 read with Rule 10 of the Companies (Management and Administration) Rules, 2014, a Listed Company closing the Register of Members shall give news paper advertisement for Book Closure at least 7 days prior to the Book Closure in vernacular newspaper in the principle vernacular language of the District and having a wide circulation in the place where registered office of the Company is situated also atleast once in English Language in an English Newspaper circulating in that district and having wide circulation in the place where the Registered office of the Company is situated.
However, during the period under review, the Company has not complied with the requirement of Section 91 of the Companies Act read with Rule 10 of the Companies (Management and Administration) Rules, 2014.
6. 100% Promoter Shareholding in Demat Form - SEBI Circular SEBI/Cir/ISD/05/2011 dated 30[th] September, 2011 and SEBI Circular SEBI/Cir/ISD/03/2011 dated 17[th] June, 2011.
Further to the SEBI circular SEBI/Cir/ISD/03/2011 dated 17[th] June, 2011 and with reference to the SEBI Circular SEBI/Cir/ISD/05/2011 dated 30[th] September, 2011 SEBI in consultation with Stock Exchanges, has decided that the securities of companies shall be traded in the normal segment of the exchange if and only if, the company has achieved 100% of promoter’s and promoter group’s shareholding in dematerialized form latest by the quarter ended December, 2011.
However, during the year under review the Company has not complied with the SEBI Circular SEBI/Cir/ISD/05/2011 dated 30[th] September, 2011.
7. Regulation 14 of the SEBI (Listing Obligations and Disclosures Requirements) Reg. 2015-
Payment of Annual Listing fees to Stock Exchange within 30 days from Financial Year end.
Every Listed company shall pay all such fees or charges, as applicable, to the recognized stock exchange, in the manner specified.
However, the Company has not paid Annual Listing fees to BSE Limited for Financial Year 2019-20 within
specified time limit.
I Further report that Securities and Exchange Board of India (SEBI) and Exchanges in order to enhance market integrity and safeguard interest of investors, have introduced Graded Surveillance Measures (GSM) wherein certain identified securities shall be subjected to enhanced monitoring and surveillance actions. The Company is kept under Graded Surveillance Measures (GSM) by BSE Limited.
I further report that; as informed to me, there is no such instance/transactions where the approval required to be taken from the Central Government, Tribunal, Regional Director, Registrar, Court or such other authorities under the various provisions of the Act, however, as per my observations those offences compoundable under the Act shall be compounded.
I further report that; the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
Adequate notice for the Board /Committee Meetings was given to all directors to schedule the Board/Committee Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
I further report that; as represented by the Company and relied upon by us there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period the Company has passed the following Board Resolutions which are having major bearing on the Company‟s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.
I further report that during the audit period, there were no instances of:
- Public/Right/Preferential Issue of securities;
23
Chitradurga Spintex Limited
-
Redemption/Buy Back of Securities;
-
Merger/Amalgamation etc.;
-
Foreign technical Collaborations
I further report that the compliance by the Company of applicable financial laws, like direct and indirect tax laws, Accounting Standards etc. has not been reviewed in this Audit, since the same is subject to review by designated professional/s during the course of statutory financial audit.
I further state that my report of even date is to be read along with “Annexure – A” appended hereto.
FOR PAYAL TACHAK & ASSOCIATES Practicing Company Secretary
CS PAYAL TACHAK Proprietor ACS 38016 CP 15010 Place: Mumbai Date: 13[th] August, 2019
24
Chitradurga Spintex Limited
„ANNEXURE A‟
To, The Members,
Chitradurga Spintex Limited
P.B. No. 9, Bangalore Road, Chitraduga District, Challakere – 577522 Karnataka
Our report of even date is to be read along with this letter.
-
Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.
-
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
-
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
-
Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
-
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
-
The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.
FOR PAYAL TACHAK & ASSOCIATES Practicing Company Secretary
CS PAYAL TACHAK Proprietor ACS 38016 CP 15010 Place: Mumbai Date: 13[th] August, 2019
25
Chitradurga Spintex Limited
Annual Report 2018-2019
MANAGEMENT DISCUSSION AND ANALYSIS
Overview
No business was carried out by the Company during the reporting period. Though there is no business is undertaken, its net worth remains positive and considering the fact that the Company has adequate resources to continue in operational existence for the foreseeable future and taking into account the management assessment of improvement in the economic condition in general.
Financial performance & review
The Company made a loss of Rs. (3,43,777)/- during current financial year as against loss of Rs. (2,51,734)/during the previous year.
Segment wise performance
As there is no particular operational activity segment wise performance is not applicable.
Outlook
The Directors are under the process of exploring other avenues of diversifying into new areas of business.
Risk Management
Your Company has no specific risks other than normal business problems which are explained above.
Internal Controls
The Company has adequate internal control procedures and has well defined business processes to ensure the efficiency and effectiveness of the efforts that go in managing various assets and interests of the Company.
Subsidiaries
Your Company has no subsidiary Companies.
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Chitradurga Spintex Limited
Annual Report 2018-2019
CEO / CFO Certification
We hereby certify that:
-
a) We have reviewed the financial statements and cash flow statement for the year ended 31[st] March, 2019 and to the best of our knowledge and belief:
-
i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
-
ii) these statements together present a true and fair view of the Company‟s affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.
-
b) They are, to the best of our knowledge and belief; no transactions entered into by the Company during the year ended 31[st] March, 2019 are fraudulent, illegal or violate any of the Company‟s code of conduct.
-
c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting. Deficiencies in the design or operation of such internal controls, if any, of which we are aware, have been disclosed to the auditors and the Audit Committee and steps have been taken to rectify these deficiencies.
d) We have indicated the Auditors and the Audit Committee that there are no:
i) Significant changes in internal control over financial reporting during the year under reference;
ii) Significant changes in accounting policies during the year requiring disclosure in the notes to the financial statements; and
iii) Instances during the year of significant fraud with involvement therein, if any, of the management or any employee having a significant role in the Company‟s internal control system over financial reporting.
For CHITRADURGA SPINTEX LIMITED
Date: 13[th] August, 2019 Place: Challakere Shivanna Rajasekharappa Chief Financial Officer (CFO) Shivanna Vishwanath Managing Director DIN: 00900773
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Chitradurga Spintex Limited
Annual Report 2018-2019
INDEPENDENT AUDITOR‟S REPORT
To the Members of Chitradurga Spintex Limited
Report on the Audit of the Standalone Ind AS Financial Statements
Opinion
We have audited the accompanying Standalone Ind AS financial statements of Chitradurga Spintex Limited (“the Company”), which comprise the Balance sheet as at March 31 2019, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, its profit/loss including other comprehensive income its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the Standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs),as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the „Auditor‟s Responsibilities for the Audit of the Standalone Ind AS Financial Statements‟ section of our report. We are independent of the Company in accordance with the „Code of Ethics‟ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Ind AS financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind AS financial statements for the financial year ended March 31, 2019. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor‟s responsibilities for the audit of the standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Ind AS financial statements.
We have determined that there are no key audit matters to communicate in our report.
Information Other than the Financial Statements and Auditor‟s Report Thereon
The Company‟s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the Standalone Ind AS financial statements and our auditor‟s report thereon.
Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
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Chitradurga Spintex Limited
Annual Report 2018-2019
In connection with our audit of the Standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management for the standalone Ind AS Financial Statements
The Company‟s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Standalone Ind AS financial statements, management is responsible for assessing the Company‟s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company‟s financial reporting process.
Auditor‟s Responsibilities for the Audit of the standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor‟s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the Standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management‟s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company‟s ability to continue as a going concern. If
29
Chitradurga Spintex Limited
Annual Report 2018-2019
we conclude that a material uncertainty exists, we are required to draw attention in our auditor‟s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor‟s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the Standalone Ind AS financial statements, including the disclosures, and whether the Standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Ind AS financial statements for the financial year ended March 31, 2019 and are therefore the key audit matters. We describe these matters in our auditor‟s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
-
As required by the Companies (Auditor‟s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act,we give in the “Annexure 1”a statement on the matters specified in paragraphs 3 and 4 of the Order.
-
As required by Section 143(3) of the Act, we report that:
-
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
-
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
-
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
-
(d) In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
-
(e) On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act;
-
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;
-
(g) In our opinion, the managerial remuneration for the year ended March 31, 2019 has been paid provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act; if applicable.
30
Chitradurga Spintex Limited
-
(h) With respect to the other matters to be included in the Auditor‟s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
-
i. The Company does not have any pending litigations which would impact its financial position;
-
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
-
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
For MNT and Associates LLP Chartered Accountants FRN Number: 0W100115
______ NISHIT TANNA Partner M. No. 153147 Place of Signature: Mumbai Date: 29[th] May, 2019
31
Chitradurga Spintex Limited
Annual Report 2018-2019
Annexure 1 – CARO 2016
| S No | Clause | Particulars |
|---|---|---|
| 1. | The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. |
|
| (i) (a) | ||
| As per the information and explanations provided to us and according to the Financial Statements for the period ended 31stMarch, 2019, the company does not hold any tangible Fixed assets and hence no physical verification of the assets is carried out. |
||
| 2 | (i) (b) | |
| As per the information and explanations provided to us and according to the Financial Statements for the period ended 31stMarch, 2019, the company does not hold any immovable properties. |
||
| 3 | (i) (c) | |
| As per the information and explanations provided to us and according to the Financial Statements for the period ended 31stMarch, 2019, the company had not bought or sold any inventory during the year and hence physical verification of the inventory has not been carried out by us. |
||
| 4 | (ii) | |
| According to the information and explanations given to us, the Company has not granted any loads, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented |
||
| 5 | (iii) | |
| In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securitiesgiven have been complied with bythe company. |
||
| 6 | (iv) | |
| The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable. |
||
| 7 | (v) | |
| To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under Section 148(1) of the Companies Act, 2013, for the products/services of the Company. |
||
| 8 | (vi) | |
| The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees‟ state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, goods and service tax, cess and other statutory dues applicable to it. |
||
| 9 | (vii) (a) | |
| According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees‟ state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, goods and service tax, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. |
||
| 10 | (vii) (b) | |
| According to the information and explanations given to us, there are no dues of income tax, sales-tax, service tax, customs duty, excise duty, value added tax and cess which have not been deposited on account of any dispute. |
||
| 11 | (vii) (c) | |
| The Company did not have any outstanding loans or borrowing dues in respect of a financial institution or bank or to government or dues to debenture holders during the year. |
||
| 12 | (viii) | |
32
Chitradurga Spintex Limited Annual Report 2018-2019
| According to the information and explanations given by the management, the Company has not raised any money way of initial public offer / further public offer / debt instruments) and term loans hence, reporting under clause (ix) is not applicable to the Company and hence not commented upon. |
||
|---|---|---|
| 13 | (ix) | |
| Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the company or no fraud / material fraud on the company by the officers and employees of the Companyhas been noticed or reported duringtheyear. |
||
| 14 | (x) | |
| According to the information and explanations given by the management, the provisions of section 197 read with Schedule V of the Act are not applicable to the company and hence reporting under clause 3(xi) are not applicable and hence not commented upon. |
||
| 15 | (xi) | |
| In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon. |
||
| 16 | (xii) | |
| According to the information and explanations given by the management, transactions with the related parties are in compliance with section 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards. The provisions of sec 177 are not applicable to the company and accordingly reporting under clause 3(xiii) insofar as it relates to section 177 of the Act is not applicable to the Companyand hence not commented upon. |
||
| 17 | (xiii) | |
| According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the company and, not commented upon. |
||
| 18 | (xiv) | |
| According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013. |
||
| 19 | (xv) | |
| According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company. |
||
| 20 | (xvi) | |
33
Chitradurga Spintex Limited
Annual Report 2018-2019
Annexure 2
ANNEXURE TO THE INDEPENDENT AUDITOR‟S REPORT ON THE STANDALONE FINANCIAL STATEMENTS OF CHITRADURGA SPINTEX LIMITED
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of M/s. CHITRADURGA SPINTEX LIMITED (“the Company”) as of March 31, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management‟s Responsibility for Internal Financial Controls
The Company‟s Management is responsible for establishing and maintaining internal financial controls [based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India]. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company‟s 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, as required under the Companies Act, 2013.
Auditor‟s Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting with reference to these standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to these standalone financial statements was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting with reference to these standalone financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor‟s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls over financial reporting with reference to these standalone financial statements.
Meaning of Internal Financial Controls Over Financial Reporting With Reference to these Financial Statements
A company's internal financial control over financial reporting with reference to these standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting with reference to these standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
34
Chitradurga Spintex Limited
Annual Report 2018-2019
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting With Reference to these Standalone Financial Statements
Because of the inherent limitations of internal financial controls over financial reporting with reference to these standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting with reference to these standalone financial statements to future periods are subject to the risk that the internal financial control over financial reporting with reference to these standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting with reference to these standalone financial statements and such internal financial controls over financial reporting with reference to these standalone financial statements were operating effectively as at March 31, 2019.
For MNT and Associates LLP Chartered Accountants FRN Number: 0W100115
______
NISHIT TANNA
Partner M. No. 153147 Place of Signature: Mumbai Date: 29[th] May, 2019
35
Chitradurga Spintex Limited
Annual Report 2018-2019
CHITRADURGA SPINTEX LIMITED
Balance Sheet As At 31st March 2019
| Particulars | Note No. |
As At 31st March 2019 | As At 31st March 2018 |
|---|---|---|---|
| ASSETS (A) Non Current assets (i) Property ,Plant and Equipment (ii) Investment Property (iii) Deferred Tax Assets (iv) Goodwill (v) Financial Assets (a) Investments (b) Loans (B) Current Assets (i) Financial Assets (a) Cash and Cash equivalents (b) Sundry Debtors (c) Other Current Assets Total Rs. |
1 2 3 4 |
- - - - 11,000 1,09,432 1,09,81,182 2,60,000 1,41,340 1,15,02,954 |
- - - - 11,000 91,239 1,12,84,008 2,60,000 1,77,153 1,18,23,400 |
| EQUITY AND LIABILITIES Equity (i) Equity share capital (ii) Reserve Fund (iii) Other Equity (A) Non Current Liabilities (i) Financial Liabilities (B) Current Liabilities (i) Financial Liabilities (a) Trade Payables (b) Other Current Liabilities (c)Short Term Provisions |
5 6 7 7 |
46,10,300 - 67,41,349 - 50,112 8,495 92,698 |
46,10,300 - 70,85,126 - 50,112 713 77,149 |
| Total Rs. | 1,15,02,954 | 1,18,23,400 |
Significant Accounting Policies and Notes on Accounts
For MNT AND ASSOCIATES LLP
For and on behalf of the Board
Chartered Accountants FRN No.:0W100115
NISHIT TANNA
Partner M.No.-153147 Place:- Mumbai Date:- 29th day of May 2019
S. Rajashekharappa S. Vishwanath Chairman & CFO Managing Director DIN : 00900916 DIN : 00900773
36
Chitradurga Spintex Limited Annual Report 2018-2019
CHITRADURGA SPINTEX LIMITED
| Statement of Profit and Loss for theyear ended 31st March 2019 | Statement of Profit and Loss for theyear ended 31st March 2019 | Statement of Profit and Loss for theyear ended 31st March 2019 | Statement of Profit and Loss for theyear ended 31st March 2019 |
|---|---|---|---|
| Particulars | Note No |
For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
| Revenue from operations Other income |
- | ||
| Total Rs. | - | - |
|
| Expenses: Employee benefit expenses Other expenses |
8 | - 7,67,920 |
1,30,249 5,74,134 |
| Total expenses | 7,67,920 | 7,04,383 | |
| Profit before exceptional items and tax Profit before Tax Tax expense: (1) Current tax (ii) Deffered Tax (iii) Excess tax provision for earlier years Profit (Loss) for the period Other Comprehensive Income A. (i)Items that will not be reclassified to profit or loss (ii) Income tax relating to items that will not be reclassfied to profit or loss B. (i) Items that will be reclassified to profit or loss (ii) Income tax relating to items that will be reclassified to profit or loss Total Comprehensive Income for the period Earnings per Equity Share (1) Basic (2)Diluted |
9 | (7,67,920) (7,67,920) - - - |
(7,04,383) (7,04,383) - - - |
| (7,67,920) | (7,04,383) | ||
| 4,24,143 - - |
4,52,649 - - |
||
| (3,43,777) | (2,51,734) | ||
| (0.75) (0.75) |
(0.55) (0.55) |
||
| Significant Accounting Policies and Notes on Accounts 10 As per our Report attached For MNT AND ASSOCIATES LLP For and on behalf of the Board |
For MNT AND ASSOCIATES LLP Board Chartered Accountants FRN No.:0W100115 NISHIT TANNA S. Rajashekharappa S. Vishwanath Partner Chairman & CFO Managing Director M.No.-153147 DIN : 00900916 DIN : 00900773
37
Chitradurga Spintex Limited
Annual Report 2018-2019
Place:- Mumbai
Date:- 29th day of May 2019
CHITRADURGA SPINTEX LIMITED
| CHITRADURGA SPINTEX LIMITED | CHITRADURGA SPINTEX LIMITED | CHITRADURGA SPINTEX LIMITED | ||
|---|---|---|---|---|
| Cash Flow Statement for theyear ended 31.03.2019 | ||||
| Particulars | 31.03.2019 | 31.03.2018 | ||
| A. B. C. |
Cash Flow form Operating Activities Net Profit / (Loss) before extraordinary items and tax Adjustments for : (Profit) / loss on sale of assets Expenses on Capital Reduction Interest Income Operating profit / (loss) before working capital changes Adjustments for (increase) / decrease in operating assets: Trade receivables Short-term loans and advances Adjustments for increase / (decrease) in operating Liabilities: Trade Payables Other current liabilities Short-term provisions Cash generated from operations Net cash flow from / (used in) operating activities (A) Cash flow from investing activities Long-term loans and advances Balance with Revenue Authorities Net cash flow from / (used in) investing activities (B) Cash flow from financing activities Interest Income Net cash flow from / (used in) financing activities (C) Net increase / (decrease) in Cash and cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year |
(Amount ) - 3 43 777 -4,24,143 |
(Amount ) - 2 51 734 -4,52,649 |
|
| -7,67,920 35,813 7,782 15,549 |
-7,04,383 13,634 -1,253 -18,379 |
|||
| -7,08,776 | -7,10,381 | |||
| -7,08,776 | -7,10,381 | |||
| 0 -18,193 |
4,900 15,395 |
|||
| -18,193 | 20,295 | |||
| 4,24,143 | 4,52,649 | |||
| 4,24,143 | 4,52,649 | |||
| -3,02,826 1,12,84,008 |
-2,37,437 1,15,21,445 |
|||
| 1,09,81,182 | 1,12,84,008 | |||
This is the Balance Sheet referred to in our report of even date
For and on behalf of the Board
For CHITRADURGA SPINTEX LIMITED
For MNT AND ASSOCIATES LLP Chartered Accountants FRN No.:0W100115 S. Rajashekharappa S. Vishwanath NISHIT TANNA Chairman & CFO Managing Director Partner DIN : 00900916 DIN : 00900773 M.No.-153147 Place:- Mumbai Date:- 29th day of May 2019
38
Chitradurga Spintex Limited Annual Report 2018-2019
39
Chitradurga Spintex Limited Annual Report 2018-2019
CHITRADURGA SPINTEX LIMITED
Notes Forming part of the financial statement for the year ended 31st March 2019
| 1. Investments | 1. Investments | |||
|---|---|---|---|---|
| Particulars | As at 31.03.2019 | As at 31.03.2018 | ||
| Equity shares NSC |
8,000 3,000 |
8,000 3,000 |
||
| Total Rs. | 11,000 | 11,000 | ||
| 2. Loans | ||||
| Particulars | As at 31.03.2019 | As at 31.03.2018 | ||
| Loans and Advances | 1,09,432 | 91,239 | ||
| Total Rs. | 1,09,432 | 91,239 | ||
| 3. Cash and Cash Equivalents | ||||
| Particulars | As at 31.03.2019 | As at 31.03.2018 | ||
| Cash on Hand (As Certified) Balances with Scheduled Bank In Current Accounts |
1,699 1,09,79,483 |
2,899 1,12,81,109 |
||
| Total Rs. | 1,09,81,182 | 1,12,84,008 | ||
| 4. Other Current Assets | ||||
| Particulars | As at 31.03.2019 | As at 31.03.2018 | ||
| Accrued Interest | 1,41,340 | 1,77,153 | ||
| Total Rs. | 1,41,340 | 1,77,153 | ||
| 5. | Equity share capital AUTHORISED |
|||
| Particulars | As at 31.03.2019 | As at 31.03.2018 | ||
5000000 Equity Shares of 10/- each<br>**Shares issued, subscribed and paid up**<br>461030 Equity Shares of 10/- each |
5,00,00,000 | 5,00,00,000 | ||
| 5,00,00,000 | 5,00,00,000 | |||
| 46,10,300 | 46,10,300 | |||
| Total Rs. | 46,10,300 | 46,10,300 |
40
Chitradurga Spintex Limited Annual Report 2018-2019
(a) Terms/rights attached to Equity Shares
The Company has only one class of Equity Shares having a par value of Rs.10/- each. Each holder of Equity Shares is entitled to one vote per shares. The dividend proposed by the Boards of Directors is subject to the approval of the shareholders in the ensuing Annual General meeting. In the event of liquidation of the company, the holders of Equity Shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity Shares held by the Shareholders.
CHITRADURGA SPINTEX LIMITED
Notes Forming part of the financial statement for the year ended 31st March 2019
(b) Reconciliation of the Shares outstanding at the beginning and at the end of reporting period are as below:
| Equity shares outstanding at the beginning of the year |
4,61,030 | 4,61,030 | 4,61,030 | 4,61,030 |
| Equity shares issued during the year |
- | - | - | - |
| Equity shares outstanding at the end of the year |
4,61,030 | 4,61,030 | 4,61,030 | 4,61,030 |
| (c)Number of bonus shares issued |
||||
| Particulars | As at 31.03.2019 | As at 31.03.2018 | ||
| No of Shares | No of Shares | |||
| Bonus shares issued by capitalisation of reserves on dated |
- | - |
6. Other Equity
| Particulars | State Subsidy | Reserve & Surplus | Other Comprehensive Income |
|
|---|---|---|---|---|
| Capital Reserve | Retained Earning | |||
| As on 01/04/2017 Profit for the year Total Less: Utilised for allotment of bonus shares |
20,00,000 - 20,00,000 |
13,69,231 - 13,69,231 |
26,25,629 (7,04,383) |
13,42,000 4,52,649 17,94,649 |
| 19,21,246 | ||||
| - | ||||
| As at 31/03/2018 | 20,00,000 | 13,69,231 | 19,21,246 | 17,94,649 |
| Profit for theyear | - | - | (7,67,920) | 4,24,143 |
| As at 31/03/2019 | 20,00,000 | 13,69,231 | 11,53,326 | 22,18,792 |
| 7. CURRENT LIABILITIES | |||
|---|---|---|---|
| Particulars | As at 31.03.2019 | As at 31.03.2018 | |
| a) Other Current Liabilities TDS b) Short Term Provisions Audit fees payable Other provisions |
8,495 | 713 | |
| 8,495 | 713 | ||
| 35,400 57,298 |
30,680 46,469 - |
||
| 92,698 | 77,149 | ||
| Total Rs. | 1,01,193 | 77,862 |
41
Chitradurga Spintex Limited
8. Other Expenses
| 8. Other Expenses | |||
|---|---|---|---|
| Particulars | For the Year ended 31.3.2019 |
For the Year ended 31.3.2018 |
|
| Administrative Charges of EPF Bank Charges Filing Fee Listing Fees Postage & Telephone Charges Professional Charges R & T Charges Professional Tax Travelling expenses Auditors Remuneration Audit Fees |
1,400 3,201 4,800 3,25,731 46,953 2,58,140 93,475 - - 34,220 |
- 1,585 6,600 3,19,100 6,790 94,100 1,02,541 10,375 1,583 31,460 |
|
| Total Rs. | 7,67,920 | 5,74,134 | |
| 9. Earnings Per Share | |||
| Opening equity shares (Nos.) Equity shares issued during the year (Nos.) Closing equity shares (Nos.) Weighted average number of equity shares used as denominator for basic earnings (Nos.) Net profit after tax used as numerator (Amount in Rs.) Basic earnings per Share (Amount in Rs.) Diluted earnings per Share (Amount in Rs.) Face valueper share(Amount in Rs.) |
4,61,030 - |
4,61,030 - |
|
| 4,61,030 | 4,61,030 | ||
| 4,61,030 (3,43,777) (0.75) (0.75) 10 |
4,61,030 (2,51,734) (0.55) (0.55) 10 |
10. Notes
1. Nature of business
The company was incorporated on 10.12.1990 under the provision of the Companies Act 1956, To carry on the business of Spinning (Textile). No business was carried out by the Company during the reporting period. Though there is no business is undertaken, its net worth remains positive and the Company has adequate resources to continue in operational existence for the foreseeable future.
The registered office of the Company is situated at P.B NO. 9, Bangalore Road, Challakere, Chitradurga KA 577522 India
The Financial statement were approved and adopted by board of directors of the Company in the meeting dated 29.05.2019.
2. Summary of Significant Accounting Policies
2.1. BASIS OF ACCOUNTING AND PREPARATION OF FINANCIAL STATEMENTS
The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Ind AS ) to comply with the Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the companies (Indian Accounting Standards (Amended) Rule 2016, The Company Adopted Ind AS w.e.f. April 01, 2017(with the transition date of April 01,2015) and accordingly these financial results (including all previous year comparative periods restated) have been prepared in accordance with the recognition and measurement principals prescribed under Section 133 of the Companies Act , 2013 read with the Relevant rules issued there under and other accounting principals generally accepted in India.
42
Chitradurga Spintex Limited
The Company has ascertained its operating cycle as 12 months for the purpose of current / non-current classification of assets and liabilities. This is based on the nature of products and the time between acquisition of assets for processing and their realisation in cash and cash equivalents.
The Financial statement are present in INR and all figures are rounded off near to Rupee.
2.2. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax. Income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. Current tax assets and tax liabilities are offset where the Group has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously
2.3. Earnings per share
Basic EPS is computed by dividing net profit after taxes for the year by weighted average number of equity shares outstanding during the financial year, adjusted for bonus share elements in equity shares issued during the year and excluding treasure shares, if any. Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential equity shares and the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.
2.4. Provisions & Contingencies
A provision is recognized when the company has a present obligation as a result of a past event, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and reliable estimate can be made of the amount of the obligation.
2.5. Financial Instruments:
a) Financial Asset
Financial Assets are measured at amortised cost or fair value through Other Comprehensive Income or fair value through Profit or Loss, depending on its business model for managing those financial assets and the assets contractual cash flow Characteristics.
Subsequent measurements of financial assets are dependent on initial categorisation. For impairment purposes significant financial assets are tested on an individual basis, other financial assets are assessed collectively in groups that share similar credit risk characteristics.
b) Financial Liability
At initial recognition, all financial liabilities other than fair valued through profit and loss are recognised initially at fair value less transaction costs that are attributable to the issue of financial liability.
2.6. Cash and Cash Equivalents
Cash and cash equivalents comprise cash and cash deposit with banks.
2.7. Cash Flow Statement
Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a noncash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.
2.8. Ind AS – 108 relating to “Operating Segment” is not applicable as the company has only one segment i.e. real estate business.
3 Related Party Disclosure
(a) The company has not paid any remuneration to its Key Managerial person during the year ended 31.03.2019:
(b) As per Ind AS-24 "Related party Disclosure", the following are related parties:
43
Chitradurga Spintex Limited Annual Report 2018-2019
| Associate Companies | NIL |
|---|---|
| Joint Venture Company | NIL |
| KeyManagement Personnel and their relatives | 1. Shivanna Rajasekharappa 2. Shivanna Vishwanath |
| Enterprises over which key management personnel and their relatives have significant influence |
Chitradurga Sunflower Oil Complex Pvt Ltd |
4. Investment are stated at cost of acquisition.
| 4. Investment are stated at cost of acquisition. | 4. Investment are stated at cost of acquisition. | ||||
|---|---|---|---|---|---|
| Current Year | |||||
| Quoted Investment: | Units | Value (Rs.) | |||
| Equity shares | 800 | 248 |
|||
| 5 Audit Fee Payment to Auditors (inclusive of GST) |
(Amount in Rs.) | ||||
| Particulars | 2018-19 | 2017-18 | |||
| Audit Fee | 34,220 | 31,460 | |||
| Limited Review | - | - | |||
| For Certification/ other Services | - | - |
6. Depreciation:
The depreciation on assets has not been provided because company is not doing any commercial activities.
7. Amount due to Micro, Small and medium Enterprises.
There are no Micro and Small Scale Business Enterprises to whom the company overdues, which are outstanding for more then 45 days as at March 31[st] 2019. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the company. Therefore, the prescribed disclosures for liability of interest on overdue payment have not been given.
8. In the opinion of Board of Directors, current financial assets and other asset have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the Balance sheet and provisions for liabilities are adequate.
9. Previous year figures
Figures of the previous year have been regrouped /reclassified wherever considered necessary to confirm to current year classification.
For MNT AND ASSOCIATES LLP
For and on behalf of the Board
Chartered Accountants
FRN No.:0W100115
NISHIT TANNA S. Rajashekharappa S. Vishwanath Partner Chairman & CFO Managing Director M.No.-153147 DIN : 00900916 DIN : 00900773
Place:- Mumbai
Date:- 29th day of May 2019
44
Chitradurga Spintex Limited
Annual Report 2018-2019
Chitradurga Spintex Limited Registered Office: No. 9, Bangalore Road, Challakere, Karnataka - 577522 CIN: L85110KA1990PLC011467
Form No. MGT-11
Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
| Name of the Member(s) | |||
|---|---|---|---|
| Registered Address | |||
| E-mail Id | Folio No/Client ID | DP ID | |
| I/We,beingthe member(s)of______shares of the above named company. Herebyappoint | |||
| Name : | E-mail Id: | ||
| Address: | |||
| Signature,or failinghim | |||
| Name : | E-mail Id: | ||
| Address: | |||
| Signature,or failinghim | |||
| Name : | E-mail Id: | ||
| Address: | |||
| Signature,or failinghim |
as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 28[th] Annual General Meeting of the Company, to be held on Monday, 30[th] September, 2019 at 11.00 A.M. at P. B. No. 9, Bangalore Road, Challakere, Karnataka - 577522 and at any adjournment thereof in respect of such resolutions as are indicated below:
| Sr. | Resolution(S) | Vote | |||||
|---|---|---|---|---|---|---|---|
| No. | For Against |
||||||
| 1. | Adoption of statement of Profit & Loss, Balance Sheet, report | ||||||
| of Directors‟ and Auditor‟s for the Financial year 31st | March, | ||||||
| 2019 | |||||||
| 2. | Re-appointment of Mr. Shivanna Rajsekharapa who retires | by | |||||
| rotation eligible for re-appointment | |||||||
| 3. | Re-appointment of Prasannakumar Siddappa |
as | an | ||||
| Independent Director | |||||||
| * Applicable for investors holding shares in Electronic form. | Affix | ||||||
| Signed this _day of 20 | Revenue Stamps |
||||||
| Signature of Shareholder Signature of Proxy holder |
Signature of the shareholder across | ||||||
| Revenue Stamp |
Note:
1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting. 2) The proxy need not be a member of the company
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Chitradurga Spintex Limited Annual Report 2018-2019
Chitradurga Spintex Limited
Registered Office: No. 9, Bangalore Road, Challakere, Karnataka - 577522 CIN: L85110KA1990PLC011467
ATTENDANCE SLIP
Please complete this attendance slip and hand it over at the entrance of the hall
I, hereby record my attendance at the Annual General Meeting of the members of Chitradurga Spintex Limited will be held on Monday, 30[th] September, 2019 at 11.00 A.M. at P. B. No. 9, Bangalore Road, Challakere, Karnataka - 577522
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----- Start of picture text -----
DP ID : CLIENT ID :
NAME AND ADDRESS OF SHAREHOLDER FOLIO NO.
(IN BLOCK CAPITALS)
SIGNATURE OF THE SHARE HOLDER OR PROXY: ____
------------------------------ ------------------------- --------------------------- ---------------------------
EVEN USER ID PASSWORD/PIN
(Electronic Voting Event
Number)
----- End of picture text -----
Note: E-voting period : 27[th] September, 2019 at 09.00 A.M. IST and ends on 29[th] September, 2019 at 05.00 P.M. IST.
If you have any query regarding e-voting Password/PIN, please contact at [email protected]
46
Chitradurga Spintex Limited Annual Report 2018-2019
ROUTE MAP FOR THE VENUE OF ANNUAL GENERAL MEETING P. B. No. 9, Bangalore Road, Challakere, Karnataka – 577522
==> picture [451 x 578] intentionally omitted <==
47
Chitradurga Spintex Limited Annual Report 2018-2019
BOOK-POST
CHITRADURGA SPINTEX LIMITED P. B. No. 9, Bangalore Road, Challakere, Karnataka – 577522
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