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Anjani Synthetics Ltd.

BSE: 531223 Sector: Industrials
NSE: N.A. ISIN Code: INE364D01032
BSE LIVE 15:17 | 09 Dec 29.00 -0.30
(-1.02%)
OPEN

30.50

HIGH

30.50

LOW

27.50

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 30.50
PREVIOUS CLOSE 29.30
VOLUME 1375
52-Week high 34.55
52-Week low 17.00
P/E 7.90
Mkt Cap.(Rs cr) 31.32
Buy Price 29.00
Buy Qty 5.00
Sell Price 29.50
Sell Qty 50.00
OPEN 30.50
CLOSE 29.30
VOLUME 1375
52-Week high 34.55
52-Week low 17.00
P/E 7.90
Mkt Cap.(Rs cr) 31.32
Buy Price 29.00
Buy Qty 5.00
Sell Price 29.50
Sell Qty 50.00

Anjani Synthetics Ltd. (ANJANISYNTH) - Director Report

Company director report

Dear Members

Your Directors have great pleasure in presenting the Thirty First Annual Reporttogether with the Audited statements of Accounts of your Company for the financial yearended on 31st March 2015.

FINANCIAL RESULTS :

[Rupees in Lacs]

Particulars Financial Year Financial Year
2014-15 2013-14
Revenue from operations (Gross) 34322.49 32266.69
Less : Excise duty 0.00 0.00
Revenue from operations (Net) 34322.49 32266.69
Other income 226.00 108.50
Total Revenue 34548.49 32375.19
Expenses :
(a) Cost of materials consumed 15352.54 17191.64
(b) Purchases of stock-in-trade 8096.14 4629.10
(c) Changes in inventories of FG WIP & Stock-in-Trade (236.68) 402.19
(d) Employee benefits expense 398.62 334.19
(e) Finance costs 1068.12 1141.57
(f) Depreciation and amortization expense 275.81 193.04
(g) Other expenses 9036.63 8086.50
Total Expenses 33991.18 31978.22
Profit/ (Loss) before tax 557.31 396.10
Tax expense :
(a) Current tax expense 129.00 130.00
(b) Deferred tax 0.00 0.00
(c) Prior Period Adjustment 0.11 -0.72
Profit / (Loss) for the year 428.20 267.70
Earnings per share (face value Rs.10/-) Basic & Diluted 3.96 2.48

OPERATIONS REVIEW :

The Company’s total revenue from operations during the financial year ended 31stMarch 2015 were Rs.34548.49 Lacs as against Rs. 32375.19 Lacs of the previous yearrepresenting increase of approximately about 6.71% over the corresponding period of theprevious year with total expenses of Rs.33991.18 lacs (previous year of Rs.31978.22 lacs).The Company has made Net Profit of Rs.428.20 Lacs as against Rs.267.70 Lacs of theprevious year after considering Depreciation and Provision for Tax and other adjustmentsrepresenting an increase of approximately about 59.96% over the corresponding period ofthe previous year. The EPS of the Company for the year 2014- 2015 is Rs. 3.96. The Companyis looking forward to infuse additional working capital in the business of the Company inorder to carry out the operation of the Company smoothly.

DIVIDEND :

No dividend has been recommended in respect of the financial year ended 31st March2015 and the entire surplus be ploughed back to the business to meet the needs foradditional finance for capital expenditure.

MANAGEMENT DISCUSSION AND ANALYSIS :

As required under Clause 49 of the Listing Agreements with Stock Exchanges theManagement Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE REPORT :

Your Company has taken adequate steps to adhere to all the stipulations laid down inClause 49 of the Listing Agreement. A report on Corporate Governance is included as a partof this Annual Report. A certificate from the Auditors of the Company confirming thecompliance with the conditions of Corporate Governance as stipulated under Clause 49 ofthe Listing Agreement is included as a part of this report.

LISTING WITH STOCK EXCHANGE :

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 toBSE where the Company’s Shares are listed.

FIXED DEPOSIT :

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

SHARE CAPITAL :

During the year under review there is no change on share capital of the Company.

SUBSIDIARY COMPANY :

The Company does not have any subsidiary.

DIRECTORS & KMP :

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.

Pursuant to Section 152(6) of the Companies Act 2013 Mr. Vasudev S. Agarwal retiresby rotation at the forthcoming Annual General Meeting and being eligible he offershimself for reappointment.

Pursuant to the provisions of the section 161 of the Companies Act 2013 read with theArticles of Association of the Company Mrs. Pooja Sharma is appointed as AdditionalDirector and she shall hold office only up to the date of this Annual General Meeting. TheCompany has received a notice in writing alongwith requisite deposit pursuant to section160 of the Companies Act 2013 proposing appointment of Mrs. Pooja Sharma as a Director ofthe Company. Your board has recommended appointment of Mrs. Pooja Sharma as an independentDirector not liable to retire by rotation for a period of 5 years.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW :

During the year under review 6 (six) Board Meetings were convened and held. Theintervening gap between the two meetings was within the period prescribed under theCompanies Act 2013. The details of the meetings are furnished in the Corporate GovernanceReport which is attached as part of this Report.

EXTRACT OF ANNUAL RETURN :

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies (Management and Administration) Rules 2014 is furnished in Annexure-Ain Form MGT-9 and is attached to this Report.

AUDITORS AND AUDITORS’ REPORT :

M/s. Nahta Jain & Associates Chartered Accountants of Ahmedabad retires at theensuing Annual General Meeting and being eligible they offer themselves forre-appointment. Your Company has received letter from M/s. Nahta Jain & AssociatesChartered Accountants to the effect that their appointment if made would be within theprescribed limits under Section 141 of the Companies Act 2013 read with rules madethereunder and that they are not disqualified for such appointment.

Your Directors recommend the re-appointment of M/s. Nahta Jain & AssociatesChartered Accountants as Statutory Auditors of the Company to hold office from theconclusion of this AGM till the conclusion of 36th AGM of the Company to be held in theyear 2020.

The Board has duly reviewed the Statutory Auditors’ Report on the Accounts. Theobservations and comments appearing in the Auditors’ Report are self-explanatory anddo not call for any further explanation/ clarification by the Board of Directors asprovided under section 134 of the Act.

INTERNAL AUDITORS :

M/s. Kamal M. Shah & Co. Chartered Accountants of Ahmedabad performs the duties ofinternal auditors of the Company and their report is reviewed by the audit committee fromtime to time.

SECRETARIAL AUDITORS AND REPORT :

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Mukesh H. Shah & Co. Company Secretaries Ahmedabad to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as

Annexure-B. COST AUDITORS :

Your Company has appointed M/s. Kiran J. Mehta & Co. Cost Auditors of Ahmedabadholding Firm Registration No.00025 to conduct audit of cost records of the Company for theyear ended 31 March 2016.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS :

There were no qualifications reservations or adverse remarks made by the Auditors intheir report.

ADDITIONAL DISCLOSURES :

In line with the requirements of the Listing Agreement with the Stock Exchanges andAccounting Standard of the Institute of Chartered Accountants of India your Company hasmade additional disclosures in the notes on accounts for the year under review in respectof Related Party Transactions Deferred Tax Liability etc.

RELATED PARTY TRANSACTIONS :

There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013. However there were material relatedparty transactions in terms of clause 49 of the listing agreement. All material relatedparty transactions that were entered into during the financial year were on an arm’slength basis and were in the ordinary course of business. Suitable disclosures as requiredunder AS-18 have been made in the Notes to the financial statements.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013 :

The details of Loans Guarantees or Investments covered under the provisions of section186 of the Companies Act 2013 made during the year under review are disclosed in thefinancial statements.

PARTICULARS OF EMPLOYEES :

The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are as follows:

Remuneration Ratio of Directors/ KMP/ Employees :

Name Designation Remuneration Paid Increase in remuneration from previous year Ratio/ Times per Median of employee remuneration
FY 2014-15 FY 2013-14
Vasudev S. Agarwal CMD 1800000 1800000 Nil 550/6.50
Mahavirprasad S. Dalmia Director 425000 350000 75000 154/1.54
Manoharlal S. Sharma* CFO 352400 427747 -75347 127/1.30

*Appointed w.e.f. 30.05.2014.

The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are as follows:

a) Employed throughout the year : Nil
b) Employed for part of the year : Nil

The number of permanent employees on the rolls of Company: - 96 as on 31 March 2015.

The remuneration paid to all Key management Personnel was in accordance withremuneration policy adopted by the Company.

BUSINESS RISK MANAGEMENT :

The Board of the Company has formed a Risk Management Committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls.

COMMITTEES OF BOARD :

Details of various committees constituted by the Board of Directors as per theprovision of Clause 49 of the Listing Agreement and Companies Act 2013 are given in theCorporate Governance Report which forms part of this report.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013 :

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. During the financial year2014-15 the Company has not received any complaints on sexual harassment.

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Appointment andRemuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

PREVENTION OF INSIDER TRADING :

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with theCode.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is annexed tothis Report as Annexure-C.

INSURANCE :

The Company has made necessary arrangements for adequate insuring of interests invarious properties.

DIRECTORS’ RESPONSIBILITY STATEMENT :

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(5)) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended March31 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2015 and of the profit of the Company for the year ended on thatdate;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

ACKNOWLEDGEMENTS :

The Directors wish to convey their appreciation to business associates for theirsupport and contribution during the year. The Directors would also like to thank theemployees shareholders customers suppliers alliance partners and bankers for thecontinued support co-operation and assistance given by them to the Company and theircon?dence reposed in the management.

For and on behalf of the Board

For

ANJANI SYNTHETICS LIMITED

Sd/-

[VASUDEV S. AGARWAL]

DIN : 01491403

CHAIRMAN & MD

PLACE : AHMEDABAD

DATE : 10.08.2015

ANNEXURE-C

A. CONSERVATION OF ENERGY :

Energy Conservation Measures Taken

Conservation of Energy has always been an area of priority in the Company’soperations. The Company is in the process of installation of energy efficient machinery.Further details of power and fuel consumption have been mentioned in the Notes to thefinancial statements.

B. RESEARCH & DEVELOPMENT :

The Company has no specific Research & Development Department. However the Companyhas Quality Control Department to check the quality of different product manufactured.

C. TECHNOLOGY ABSORPTION ADAPTATION & INNOVATION :

The Company always keeps itself updated with all latest technological innovations byway of constant communications and consulting. Efforts are being made to reduce cost andto improve performance.

D. FOREIGN EXCHANGE EARNINGS AND OUTGO :
Foreign Exchange Earnings during the year : Rs. 111624902/-
Foreign Exchange Outgo during the year : Rs. Nil

For

ANJANI SYNTHETICS LIMITED

Sd/-

[VASUDEV S. AGARWAL]

DIN : 01491403

CHAIRMAN & MD

PLACE : AHMEDABAD

DATE : 10.08.2015

REPORT ON CORPORATE GOVERNANCE

[Pursuant to Clause 49 of the Listing Agreement]

Company’s philosophy on Corporate Governance :

The Company’s philosophy on Corporate Governance has been developed with atradition of fair and transparent governance even before they were mandated by thelegislation. Transparency integrity professionalism and accountability - based valuesform the basis of the Company's philosophy for Corporate Governance. The Company believesthat good Corporate Governance is a continuous process and strives to improve theCorporate Governance practices to meet shareholder's expectations. Your company hasfulfilled all the existing guidelines under clause 49 of the listing agreement.

1. BOARD OF DIRECTORS :

(A) Composition of the Board :

The Company's Board consists of Directors having varied experience in different areaswith some eminent personalities who have made a mark in their respective fields. Thecomposition of the Board is in conformity with the provisions of Clause 49 of the ListingAgreement. Mr.Vasudev S. Agarwal Executive Promoter Director is the Chairman andManaging Director of the Company heading the Board. The Board comprises of ExecutiveDirectors and Non-Executive Directors and all Non- Executive Directors are alsoIndependent Directors.

(B) Category of Directors their attendance at the Board and AGM etc.

The category of Directors their attendance at the Board Meetings for the year 2014-15and the last Annual General Meeting the particulars of no. of other Directorships andCommittee Memberships held are as follows: (See Table-I).

(C) Number of Board Meetings held and the dates on which such Meetings were held etc.

During the year under review the Board met 6 (six) times on 15.05.2014 30.05.201412.08.2014 13.11.2014 12.02.2015 and 10.03.2015. The Board meets at least once in everyquarter to review the Company's operations and the maximum time gap between any twomeetings is not more than 120 days.

All relevant information such as statement of investments finance financial resultscapital expenditure proposals etc. as a matter of routine was placed before the Boardfor its appraisal review and approval.

Attendance record of Directors attending the Board meetings and Annual General Meetingsduring the year 2014-15: Table-I

Name of the Director & (DIN) Designation/ Category No. of Board Meetings Last AGM attendance No. of other Directorship & Committee Member/ Chairmanship in other Companies
Held Attended Directorship Committee Membership Committee Chairmanship
Vasudev Agarwal CMD (01491403) Executive & Non-Independent 6 6 Yes -- -- --
Mahavirprasad S. Dalmia (02884037) Non-Executive & Independent 6 6 Yes -- -- --
Ajaykumar C. Shah (01787925) Non-Executive & Independent 6 6 Yes 01 -- --
Manoj Lunia* (00564376) Non-Executive & Independent 6 5 Yes 01 -- --

*Resigned w.e.f. 12.02.2015

2. CODE OF CONDUCT:

The Board has laid down a Code of Business Conduct and Ethics (the "Code")for all the Board Members and Senior Management of the Company. The Code is available onthe website of the Company. All Board Members and Senior Management Personnel haveaffirmed compliance of the Code of Conduct. A declaration signed by the Managing Directorto this effect is attached at the end of this report.

3. CEO/ CFO CERTIFICATION :

A certificate from the CEO/ CFO about the correctness of the Annual FinancialStatements etc. was placed before the Board.

4. COMMITTEES OF THE BOARD :

The Board Committees play a vital role in ensuring sound Corporate Governancepractices. The Committees are constituted to handle specific activities and ensure speedyresolution of diverse matters. The Board Committees are set up under the formal approvalof the Board to carry out clearly defined roles which are considered to be performed bymembers of the Board as a part of good governance practice. The Board supervises theexecution of its responsibilities by the Committees and is responsible for their action.The minutes of the meetings of all the Committees are placed before the Board for review.

(a) Audit Committee :

Apart from all the matters provided in clause 49 of the listing agreement and section177 of the Companies Act 2013 the Audit committee reviews reports of the internalauditor meets statutory auditors as and when required and discusses their findingssuggestions observations and other related matters. It also reviews major accountingpolicies followed by the company. The Chief Financial Officer representatives ofStatutory Auditors Internal Auditor and Finance & Accounts department are invited tothe meetings of the Audit Committee.

Attendance at the Audit Committee Meetings- 2015

During the year the Audit Committee met 4 times on 30.05.2014 12.08.2014 13.11.2014and 12.02.2015 attendance of the members as under:

Name No. of Meeting attended No. of Meeting attended
Held Attended
Mahavirprasad Dalmia Non-Executive & Independent Director 4 4
Ajaybhai C. Shah Non-Executive & Independent Director 4 4
Manoj Lunia* Non-Executive & Independent Director 4 4

*Resigned as a Director w.e.f. 12.02.2015

(b) Stakeholders' Relationship Committee :

This committee consists of 3 directors namely Mr. Mahavirprasad S. Dalmia Mr.Ajaybhai C. Shah and Mr. Manoj Lunia.

The Stakeholders' Relationship Committee deals with the matter of redressal ofShareholders and Investors complaints for transfer of shares non-receipt of balance sheetand non-receipt of declared dividend etc..

i) Name of Non-executive Director heading the Committee: Mr. Mahavirprasad S. Dalmia.

ii) Number of shareholders' complaints received: During the year 2014-15 the Companyreceived complaints: Nil

iii) Number not solved to the satisfaction of shareholders: Nil

iv) Number of pending share transfers: Nil

v) During the year the Committee met twice.

vi) The Committee is renamed as ‘Stakeholders' Relationship Committee’ withrevised terms of reference under the Companies Act 2013 and amended Listing Agreement

(c) Nomination & Remuneration Committee :

The nomination & remuneration committee for appointment and remuneration ofexecutive directors was constituted and consists of Non-executive independent Directorswhich evaluates and finalizes among other things compensation and benefits of theExecutive Directors. The committee comprises of three independent Directors details asfollows:

Name of Member Designation
Mr. Mahavirprasad Dalmia Chairman
Mr. Ajaybhai C. Shah Member
Mr. Manoj Lunia* Member

*Resigned as a Director w.e.f. 12.02.2015.

(d) Performance Evaluation Committee :

The company has formed a performance evaluation committee consisting of the followingmembers:

Name Designation No. of Meeting attended
Held Attended
Mr. Mahavirprasad Dalmia Chairman 02 02
Mr. Ajaybhai C. Shah Member 02 02
Mr. Manoj Lunia* Member 02 02

*Resigned as a Director w.e.f. 12.02.2015

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out the annual performance evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsAudit Appointment and Remuneration Committees. A structured questionnaire was preparedafter taking into consideration inputs received from the Directors covering variousaspects of the Board’ functioning such as adequacy of the composition of the Boardand its Committees Board culture execution and performance of specific dutiesobligations and governance. A separate exercise was carried out to evaluate theperformance of individual Directors including the Chairman of the Board who wereevaluated on parameters such as level of engagement and contribution independence ofjudgment safeguarding the interest of the Company and its minority shareholders etc. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and the Non Independent Directors was carriedout by the Independent Directors who also reviewed the performance of the SecretarialDepartment. The Directors expressed their satisfaction with the evaluation process

(e) Risk Management Committee :

The Company has constituted a Risk Management Committee. The Committee is required tolay down the procedures to inform to the Board about the risk assessment and minimizationprocedures and the Board shall be responsible for framing implementing and monitoring therisk management plan of the Company. This committee consists of 3 directors namely Mr.Vasudev S. Agarwal Mr. Ajaybhai C. Shah and Mr. Mahavirprasad S. Dalmia and during theyear under review the Risk Management Committee met once in year.

5. RISK MANAGEMENT :

During the financial year under review a detailed exercise on Business Risk Managementwas carried out covering the entire spectrum of business operations and the Board has beeninformed about the risk assessment and risk minimization procedures as required underClause 49 of the Listing Agreement. Business risk evaluation and management is an ongoingprocess with the Company.

6. SHARE TRANSFER SYSTEMS :

All the shares received are processed by the Registrar and Share Transfer Agent of theCompany. Share transfers are registered and returned within maximum of 15 days from thedate of lodgment if documents are complete in all respects subject to exercise of optionunder compulsory transfer cum- demat procedure; share certificates are either demated orreturned within the time limit as prescribed by the authorities.

7. INDEPENDENT DIRECTORS MEETING :

During the year under review the Independent Directors met on 10.03.2015 inter aliato discuss:

1. Evaluation of the performance of Non-Independent Directors and the Board ofDirectors as a Whole;

2. Evaluation of the performance of the Chairman of the Company taking into accountthe views of the Executive and Non-Executive Directors.

3. Evaluation of the quality content and timelines of flow of information between themanagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

4. All the independent Directors were present at the meeting.

8. REGISTRATION OF EMAIL-ID FOR RECEIPT OF NOTICES OF GENERAL MEETINGS ANNUALREPORT ETC. IN E-FORM :

The Ministry of Corporate Affairs has taken `Green Initiative in Corporate Governance'by allowing paperless compliances by the Company and has issued circulars allowing serviceof notices/ documents including Annual Report by email to its members. To support thisgreen initiative of the Government in full measure members who have not registered theiremail addresses so far are requested to register the same in respect of electronicholdings with the Depository through their Depository Participants.

Members holding shares in physical form are requested to get their email addressesregistered with the Company/ its Registrar & Share Transfer Agent

9. REGISTRAR AND SHARE TRANSFER AGENT :

M/s. Sharepro Services (India) Private Limited having its Office at 416-420 DevnandanMall Opp. Sanyas Ashram Ashram Road Ahmedabad-380 006 Gujarat is the Registrar &Share Transfer Agent of the Company.

Address of the Correspondence :

Registered Office :

4 New Cloth Market O/s. Raipur Gate Ahmedabad– 380006 Gujarat INDIA. E-mail:info@anjanisynthetics.com

Investors Correspondence/ Complaints to be address to :

Mr. Vasudev Agarwal Managing Director also act as a Compliance Officer E-mail:investor@anjanisynthetics.com

10. GENERAL BODY MEETINGS :

Location and time for last 3 years Annual General Meetings:

Financial Year AGM Location Date Time
A.M./ P.M.
2013-14 30th Plot No.140 Saijpur Gopalpur Pirana Road Piplej Ahmedabad-382405. 30.09.2014 11.00 A.M.
2012-13 29th Plot No.140 Saijpur Gopalpur Pirana Road Piplej Ahmedabad-382405. 27.09.2013 11.00 A.M.
2011-12 28th Plot No.140 Saijpur Gopalpur Pirana Road Piplej Ahmedabad-382405. 28.09.2012 11.00 A.M.

No Extra-Ordinary General Meeting was held during the financial year 2014-15.

11. RESOLUTION CARRIED OUT THROUGH POSTAL BALLOT :

The Company has not passed any Resolution through postal ballot during the financialyear and no resolution is proposed to be passed through Postal Ballot at the forthcomingAnnual General Meeting.

12. DISCLOSURES : o There are no materially significant related partly transactionsi.e. transactions of the Company of material natures with its promoters the directors orthe managements their subsidiaries or relatives etc. that may have potential conflictwith interest of the Company at large. o No penalties or strictures were imposed on theCompany by the Stock Exchange or SEBI or any statutory authority on any matter related tocapital markers during the last three years. o The Company has complied with variousrules and regulations prescribed by the Stock Exchange and SEBI during the last threeyears. No penalties or strictures have been imposed by them on the Company.

13. RECOMMENDATION TO GET THE SHARES DEMATERIALIZED :

We strongly recommend all the members holding shares in physical form to promptly gettheir shares dematerialized.

14. CATEGORIES OF SHAREOWNERS AS ON 31.03.2015 :

Category No. of Shares Held Voting Strength (%)
Promoters including Associate Companies 6570940 60.84
Resident Individuals 3261584 30.20
Financial Intuitions/ Banks -- --
Bodies Corporate 948005 08.78
NRIs/ OCBs 13948 00.12
Others- Clearing Members 6523 00.06
Total 10801000 100.00

15. DISTRIBUTION OF SHAREHOLDING AS ON 31.03.2015 :

Share Balance Holders % of Total Total Shares % of Total
1- 500 1766 77.05 239575 02.22
501- 1000 224 09.77 184920 01.71
1001- 2000 117 05.10 185466 01.71
2001- 3000 41 01.79 107208 00.99
3001- 4000 24 01.05 86182 00.80
4001- 5000 16 00.70 75725 00.70
5001- 10000 25 01.09 175664 01.63
10001- 20000 19 00.83 268333 02.48
Above 20000 60 02.62 9477927 87.75
TOTAL 2292 100.00 10801000 100.00

16. MEANS OF COMMUNICATION :

The Company has submitted its quarterly half yearly and yearly financial results tothe Stock Exchanges as well as published in leading Newspapers normally in leading Englishand in Vernacular daily Newspapers immediately after its approval by the Board. TheCompany did not send the half yearly report to the Shareholders of the Company.

17. LISTING ON STOCK EXCHANGES :

The Shares of the Company are listed at Bombay Stock Exchange Limited (BSE).

18. STOCK CODE AND DEMAT ISIN NO.

Stock Exchange Scrip Code Demat ISIN No.
BSE–Mumbai 531223 INE-364 D 01024

19. STOCK MARKET DATA :

Monthly high and low of closing quotations of shares traded on the Bombay StockExchange Limited Mumbai.

Month High Price (Rs) Low Price (Rs)
April 2014 05.25 04.27
May 2014 05.41 04.15
June 2014 07.88 04.02
July 2014 07.84 06.37
August 2014 08.29 04.91
September 2014 12.56 08.70
October 2014 11.18 09.01
November 2014 18.21 09.30
December 2014 20.10 14.35
January 2015 18.10 14.55
February 2015 18.95 13.50
March 2015 19.00 12.51

20. SHAREHOLDING PROFILE :

Mode of Holding As on 31st March 2015 As on 31st March 2014
No. of holders No. of Shares % to Equity No. of holders No. of Shares % to Equity
Demat 2231 10737775 99.42 2436 10737525 99.41
Physical 61 63225 0.58 63 63475 0.59
Total 2292 10801000 100.00 2499 10801000 100.00

21. SEBI COMPLAINTS REDRESSAL SYSTEM (SCORES) :

SEBI has initiated SCORES for processing the investor complaints in a centralized webbased redress system and online redressal of all the shareholders complaints. The companyis in compliance with the SCORES and redressed the shareholders complaints well within thestipulated time.

22. GENERAL SHAREHOLDERS INFORMATION :

Date of Incorporation : 28th day of June 1984
Date and time of Annual General Meeting : Tuesday 29th September 2015 at 11 A.M.
Venue of Annual General Meeting : Plot No.140 Saijpur Gopalpur Pirana Road Piplej Ahmedabad-382405.
Dates of Book Closure : 22.09.2015 to 29.09.2015 (both days inclusive)
Financial Year Calendar (tentative and subject to change) : (01.04.2015 to 31.03.2016)
Financial reporting for the first quarter ending on 30th June 2015 : Within 45 days from end of quarter
Financial reporting for the half year ending on 30th September 2015 : Within 45 days from end of quarter
Financial reporting for the third quarter ending on 31st December 2015 : Within 45 days from end of quarter
Financial reporting for the year ending on 31st March 2016 : Within 45/60 days from end of quarter
Annual General Meeting for the year ending on 31st March 2016 : Last week of the September 2016

For and on behalf of the Board

For

ANJANI SYNTHETICS LIMITED

Sd/-

[VASUDEV S. AGARWAL]

DIN : 01491403

CHAIRMAN & MD

PLACE : AHMEDABAD

DATE : 10.08.2015

MANAGEMENT DISCUSION AND ANALYSIS REPORT

Your Directors have pleasure in presenting the management discussion and analysisreport for the year ended on March 31 2015.

1. INDUSTRY STRUCTURE DEVELOPMENT :

During the period under the review the Company had been operating in TextileActivities

The performance of Sensex and Nifty during the entire FY 2014-15 was moderatelypositive. The year gone by saw high interest rates rising cost of imported fuelmoderating economy and a volatile political environment which contributed to thechallenging market environment. The GDP of Indian Economy has shown growth of around 5%during the year 2014-15.

2. OPPORTUNITIES & THREATS :

The Government is committed to encourage the healthy growth of Capital Market fordevelopment of the Economy. While the government seems committed to reforms to address thechallenges political compromises and high populist spending in an election year will meanthat tough decisions are more likely to be deferred. However recent steps by RBI tostabilize the exchange rate by reducing liquidity support to the banking system willcreate a challenging environment for investments.

3. SEGMENT-WISE PERFORMANCE :

The Company’s main business activity is textile and its related activities whichfall under single reportable segment i.e. 'Textiles'.

4. OUTLOOK :

The Company continues to explore the possibilities of expansion and will make thenecessary investments when attractive opportunities arise.

5. RISK & CONCERNS :

The Company is exposed to specific risks that are particular to its business includinginterest rate volatility economic cycle market risk and credit risk. The managementcontinuously assesses the risks and monitors the business and risk management policies tominimize the risk.

6. INTERNAL CONTROL SYSTEMS & THEIR ADEQUEACY :

The Company’s operating and business control procedures ensure efficient use ofresources and comply with the procedures and regulatory requirements. There are adequateinternal controls to safeguard the assets and protect them against losses fromunauthorized use or disposition and the transactions are authorized recorded and reportedcorrectly.

7. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE :

Sales and other income of the Company during the year was Rs.34548.49 Lacs as comparedto Rs.32375.19 Lacs in the previous year. The Company has made net profit of Rs.428.20Lacs as compared to Rs.267.70 Lacs of the previous year after providing depreciationtaxation etc. for the year ended 31st March 2015.

8. HUMAN RESOURCE DEVELOPMENT :

The Company believes that the human resources are vital in giving the Company aCompetitive edge in the current business environment. The Company’s philosophy is toprovide congenial work environment performance oriented work culture knowledgeacquisition / dissemination creativity and responsibility. As in the past the Companyhas enjoyed cordial relations with the employees at all levels.

9. CAUTIONERY STATEMENT :

Statements in this report on Management Discussion and Analysis describing theCompany’s objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.

For and on behalf of the Board

For

ANJANI SYNTHETICS LIMITED

Sd/-

[VASUDEV S. AGARWAL]

DIN : 01491403

CHAIRMAN & MD

PLACE : AHMEDABAD

DATE: 10.08.2015

FORM NO. MGT-9 Annexure-A

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014] I. REGISTRATION AND OTHER DETAILS :

i) CIN L11711GJ1984PLC007048
ii) Registration Date 28.06.1984
iii) Name of the Company ANJANI SYNTHETICS LIMITED
iv) Category / Sub-Category of the Company Company Limited By Shares/Indian Non-Government
Comnpany
v) Address of the Registered Office and contact details 4 NEW CLOTH MARKETO/S. RAIPUR GATE AHMEDABAD-380002 GUJARAT
Tel.: 079- 25715544/ 22173181
Email: info@anjanisynthetics.com
Website: www.anjanisynthetics.com
vi) Whether listed Company Yes / No YES
vii) Name Address and Contact details of Registrar and Transfer Agent if any Sharepro Services (India) Pvt. Ltd
416-420 4th Floor Devnandan Mall Opp. Sanyas Ashram
Ashram Road EllisbridgeAhmedabadGujarat380006
sharepro.ahmedabad@shareproservices.com
079 - 26582381-82-83-84

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :

All the business activities contributing 10% or more of the total turnover of theCompany shall be stated :

Name and Description of main products / services Product/service NIC Code of the of the company % to total turnover
1 Cloth Processing 1313 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES :

Name and address of the Company CIN/GLN Holding/Subsidiary/ Associate % of shares held Applicable Section
NOT APPLICABLE

IV. SHAREHOLDING PATTERN

(Equity share capital breakup as percentage of total equity) :

i. Category-wise shareholding :

Category of Shareholders No. of Shares held at the beginning of the year [As on 01-04-2014] No. of Shares held at the end of the year [As on 31-03-2015] % Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A. Promoters and Promoter Group
1. Indian
a Individual/HUF 6032940 0 6032940 55.86 6032940 0 6032940 55.86 0.00
b Central Govt.
c State Govt.(s)
d Bodies Corp. 538000 0 538000 4.98 538000 0 538000 4.98 0.00
e Banks / FI
f Any Other
Sub-total (A) (1):- 6570940 0 6570940 60.84 6570940 0 6570940 60.84 0.00
2. Foreign
a NRIs-Individuals
b Other-Individuals
c Bodies Corp.
d Banks/ FI
e Any Other
Sub-total (A) (2):- 0 0 0 0.00 0 0 0 0.00 0.00
Total SH of Promoter & PG (A)=(A)(1)+(A)(2) 6570940 0 6570940 60.84 6570940 0 6570940 60.84 0.00
B. Public Shareholding
1. Institutions
a Mutual Funds
b Banks / FI
c Central Govt
d State Govt(s)
e Venture Capital Funds
f Ins. Companies
g FIIs
h Venture Capital Funds
i Others
Sub-total (B) (1):- 0 0 0 0.00 0 0 0 0.00 0.00
2. Non-Institutions
a. Bodies Corp.
i Indian 947995 10 948005 8.78 992624 10 992634 9.19 -0.41
ii Overseas
b/ Individuals
i holding shares upto Rs.1 lakh 912275 51215 963490 8.92 1035921 51465 1087386 10.07 -1.15
ii holding shares above Rs.1 lakh 2286094 12000 2298094 21.28 2120921 12000 2132921 19.75 1.53
c. Any Others 6523 0 6523 0.06 0 0 0 0.00 0.06
i NRR 13583 0 13583 0.13 16754 0 16754 0.16 -0.03
ii NRNR 365 0 365 0.00 365 0 365 0.00 0.00
Sub-total (B) (2):- 4166835 63225 4230060 39.16 4166585 63475 4230060 39.16 0.00
Total Public SH [(B)=(B)(1)+(B)(2)] 4166835 63225 4230060 39.16 4166585 63475 4230060 39.16 0.00
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A+B+C) 10737775 63225 10801000 100.00 10737525 63475 10801000 100.00 0.00

ii. Shareholding of Promoters

Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in share- holding during the year
No. of Shares % of total Shares of the company % of Shares Pledged/ encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged/ encumbered to total shares
1 KAILASH S. AGARWAL 1917200 17.75 0.00 1917200 17.75 0.00 0.00
2 VASUDEV SUBHKARAN AGARWAL 1745600 16.16 0.00 1745600 16.16 0.00 0.00
3 SUBHKARAN T. AGARWAL 754400 6.98 0.00 754400 6.98 0.00 0.00
4 PARTH INTERNATIONAL PVT LTD 538000 4.98 0.00 538000 4.98 0.00 0.00
5 VASUDEV SUBHKARAN AGARWAL 350800 3.25 0.00 350800 3.25 0.00 0.00
6 KAILASH SUBHKARAN AGARWAL 329400 3.05 0.00 329400 3.05 0.00 0.00
7 ANITA VASUDEV AGARWAL 237600 2.20 0.00 237600 2.20 0.00 0.00
8 SUBHKARAN TILOKCHAND AGARWAL 199700 1.85 0.00 199700 1.85 0.00 0.00
9 PARTH KAILASH AGARWAL 150000 1.39 0.00 150000 1.39 0.00 0.00
10 ANJANA AGARWAL 137420 1.27 0.00 137420 1.27 0.00 0.00
11 AAKRUTI VASUDEV AGARWAL 100000 0.93 0.00 100000 0.93 0.00 0.00
12 AKSHIKA KAILASH AGARWAL 100000 0.93 0.00 100000 0.93 0.00 0.00
13 BIMLADEVI SUBHKARAN AGARWAL 10820 0.10 0.00 10820 0.10 0.00 0.00
TOTAL 6570940 60.84 0.00 6570940 60.84 0.00 0.00

iii. Change in Promoters’ Shareholding (please specify if there is no change) :No Change

Particulars Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares No. of shares % of total shares
At the beginning of the year
Date wise Increase/Decrease in Shareholding during the year
At the End of the year

iv. Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs) : NA

Name of the shareholders Shareholding at the beginning of the year as on 1.4.2014 Change in shareholding during the year Shareholding at the end of the year as on 31.3.2015
No. of shares % of total shares No. of shares % of total shares No. of shares % of total shares
1 RAMESHBHAI HIMMATLAL GATHANI 245000 2.27 -71540 -0.66 173460 1.61
2 GOPALKRISHNA NARENDRAKUMAR GOYAL 200000 1.85 0 0.00 200000 1.85
3 VIKSIT ENGINEERING LIMITED 158721 1.47 0 0.00 158721 1.47
4 PUSHPADEVI NARENDRA GOYAL 150000 1.39 0 0.00 150000 1.39
5 BANWARILAL SAHARAN 125798 1.16 0 0.00 125798 1.16
6 SHUBHAMANGAL TRADERS PVT LTD 115273 1.07 0 0.00 115273 1.07
7 AYODHYAPATI INVESTMENT PVT LTD 106993 0.99 0 0.00 106993 0.99
8 SOURAV KUMAR AGRAWAL 100000 0.93 0 0.00 100000 0.93
9 GEETA RAMBHAGAT AGARWAL 90000 0.83 0 0.00 90000 0.83
10 BHIMSEN SALIGRAM GOYAL 90000 0.83
11 KRISHNAKANT BHIMSEN GOYAL 117000 1.08

v. Shareholding of Directors and Key Managerial personnel :

Name of the Directors/KMP Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares No. of shares % of total shares
1 Mr. Vasudev Subhkaran Agarwal
At the beginning of the year 350800 3.25 350800 3.25
Date wise Increase/ Decrease in Shareholding during the year 0 0 0 0.00
At the End of the year 350800 3.25
2 Mr. Ajaybhai Chinubhai Shah
At the beginning of the year 0 0.00 0 0.00
Date wise Increase/ Decrease in Shareholding during the year 0 0 0 0
At the End of the year 0 0.00
3 Mr. Mahavirprasad Santlal Dalmia
At the beginning of the year 0 0.00 0 0.00
Date wise Increase / Decrease in Shareholding during the year 0 0 0 0
At the End of the year 0 0.00
4 Mr. Manoj Lunia-Resigned w.e.f 12.02.15
At the beginning of the year 0 0.00 0 0.00
Date wise Increase / Decrease in Shareholding during the year 0 0 0 0
At the End of the year 0 0.00
5 Mr. Manhorlal Ishwarram Sharma- CFO
At the beginning of the year 0 0.00 0 0.00
Date wise Increase / Decrease in Shareholding during the year 0 0 0 0
At the End of the year 0 0.00

V. Indebtedness (Amount in Rs.) :

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 632549909 211316853 0 843866762
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 632549909 211316853 0 843866762
Change in Indebtedness during the financial year
Addition 57563118 503609835 0 561172953
Reduction 0 542502119 0 542502119
Net Change Indebtedness 57563118 -38892284 0 18670834
At the end of the financial year 690113027 172424569 0 862537596
i) Principal Amount 690113027 172424569 0 862537596
ii) Interest due but not paid 0 4024745 0 4024745
iii) Interest accrued but not due 0 0 0 0
Total (i+ii+iii) 690113027 176449314 0 866562341

VI. Remuneration of Directors and Key Managerial Personnel :

A. Remuneration to Managing Director Whole-time Directors and/or Manager :

Particulars of Remuneration Name of MD/WTD/ Manager Total Amount (Rs.)
Vasudev S. Agarwal Mahavirprasad Dalmia Mr.
1 Gross Salary
a. Salary as per provisions contained in section 17(1) of the Income tax Act 1961 1800000 425000 2225000
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 a % of profit
others (specify)
5 Others please specify: Retirement Benefits
Total (A) 1800000 425000 2225000
Ceiling as per the Act 10% of NP 10% of NP

B. Remuneration to other directors :

Particulars of Remuneration Name of the other Directors Total Amount
Mr. Mr. Mr.
1 Independent Directors
Fee for attending board / committee meetings
Commission
Others please specify
Total 1
2 Other Non Executive Directors Mr. Mr. Mr.
Fee for attending board / committee meetings
Commission
Others please specify
Total 2
Total (B)=(1+2)
Total Managerial Remu.(A+B) 2225000
Overall Ceiling as per the Act

C. Remuneration to key managerial personnel other than MD/Manager/WTD :

Particulars of Remuneration Key Managerial Personnel Total Amount
1 Gross Salary Chief Executive Officer (CEO)* Manoharlal Sharma(CFO) Company Secretary(CS)
a Salary as per provisions contained in section 17(1) of the Income tax Act 1961 - 352400 - 352400
b Value of perquisites u/s 17(2) Income tax Act 1961 - 9275 - 9275
c Profits in lieu of salary under section 17(3) Income tax Act 1961
2 Stock Option
3 Sweat Equity
4 Commission
- as a % of profit
others (specify)
5 Others please specify: Retirement Benefits
Total - 361675 361675
Ceiling as per the Act NA

*MD is also CEO

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES :

There are no penalties/punishment/compouding of offences against the Company and itsDirectors and officers for the year ended March 31 2015.

For & on behalf of the Board

For

Anjani Synthetics Limited

Sd/-

Vasudev S. Agarwal

Managing Director

Place : Ahmedabad

Date : 10.08.2015

ANNEXURE-B

SECRETARIAL AUDIT REPORT

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To the Members

ANJANI SYNTHETICS LIMITED

4 New Cloth Market

O/s Raipur Gate

Ahmedabad-380002 Gujarat India

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s.Anjani Synthetics Limited[CIN:L11711GJ1984PLC007048] (hereinafter called the Company). Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also information provided bythe Company its officers agents and authorized representatives during the conduct ofsecretarial audit We hereby report that in our opinion the company has during the auditperiod covering the financial year ended on 31st March 2015 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter: We have examined the books papers minute books forms and returnsfiled and other records maintained by the Company for the financial year ended on 31stMarch 2015 according to the provisions of:

(i) The Companies Act 2013 and the Companies Act 1956 (to the extent applicable)("the Act") and the rules made there under; except following:

a) The Company has not appointed Whole-time Company Secretary as required U/s.203 ofthe Act. However we are informed by the management that the appointment of Companysecretary is in process.

b) Official website of the Company was not updated.

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA) and the rules madethereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings.

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011. Not Applicable;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992. Not Applicable;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009. Not Applicable;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999. Not Applicable;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations. 2008. Not Applicable;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009. Not Applicable; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998. Not Applicable. During the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines Standards etc. except thefollowing:

i. It is mandatory to appoint Company Secretary to act as a Compliance Officer as perthe SEBI (Listing Obligation and Disclosures Requirements) Regulation 2014 (ListingRegulations however we are informed by the management that the appointment of Companysecretary is in process.

(vi) The other laws as informed and certified by the management of the Company whichare specifically applicable to the Company based on their sector/ industry are:

1) Payment of Wages Act 1936 and rules made thereunder;

2) The Minimum Wages Act 1948 and rules made thereunder

3) Environment Act (Protection) 1986

4) Factories Act 1948

5) Employees Provident Funds & Misc. Provisions Act and

6) The Employees' State Insurance Act

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. Notapplicable for the financial year 2014-2015.

(ii) The Listing Agreements entered into by the Company with Stock Exchange/s.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to theobservations noted against each legislation.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

For MUKESH H. SHAH & CO.

Company Secretaries

Sd/-

[MUKESH H. SHAH]

PROPRIETOR

CP. NO. 2213

Place : Ahmedabad

Date :10.08.2015

Note :This report is to be read with our letter of even date which is annexed as‘ANNEXURE A’ and forms an integral part of this report.

ANNEXURE A

To the Members

ANJANI SYNTHETICSLIMITED

4New Cloth Market

O/s Raipur Gate

Ahmedabad-380002 Gujarat India

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

For MUKESH H. SHAH & CO.

Company Secretaries

Sd/-

[MUKESH H. SHAH]

PROPRIETOR

CP. NO. 2213r

Place: Ahmedabad

Date : 10.08.2015

CERTIFICATION BY CEO AND CFO OF THE COMPANY

We Vasudev S. Agarwal Chairman & Managing Director and Mr. Manoharlal I. SharmaChief Financial Officer responsible for the finance function certify that:

a) We have reviewed the financial statements and cash flow statement for the financialyear ended 31st March 2015 to the best of our knowledge and belief:

I. These statements do not contain any materially untrue statements or omit anymaterial facts or contain statements that might be misleading.

II. These statements together present a true and fair view of the Company‘saffairs and are in compliance with existing accounting standards applicable laws andregulations.

b) To the best of our knowledge and belief no transactions entered into by the Companyduring the financial year 2014-15 which are fraudulent illegal or violate theCompany’s Code of Conduct.

c) We accept responsibility for establishing and maintaining internal controls forfinancial reporting and have evaluated the effectiveness of the internal control systemsof the Company for such reporting. We have disclosed to the Auditors and the AuditCommittee deficiencies if any in the design or operation of such internal controls ofwhich we are aware of and the steps taken and/or proposed to be taken to rectify thesedeficiencies.

d) i) There has not been any significant change in internal control over financialreporting during the year under reference.

ii) There has not been any significant change in accounting policies during the yearrequiring disclosure in the notes to the financial statements.

iii) We are not aware of any instance during the year of significant fraud withinvolvement therein of the management or any employee having a significant role in theCompany’s internal control system over financial reporting.

Sd/-

[Manoharlal I. Sharma]

Chief Financial Officer

Sd/-

[Vasudev S. Agarwal]

Chairman & Managing Director

Place : Ahmedabad

Date : 10.08.2015

AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

To the members of Anjani Synthetics Limited

We have examined the compliance of conditions of Corporate Governance by AnjaniSynthetics Limited for the year ended 31st March 2015 as stipulated in Clause 49 of theListing Agreement of the said Company with Stock Exchanges. The compliance of conditionsof Corporate Governance is the responsibility of the Management of the Company. Ourexamination was limited to procedures and implementation thereof adopted by the Companyfor ensuring the compliance of the conditions of Corporate Governance. It is neither anaudit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanationsgiven to us we certify that the Company has complied with the conditions of CorporateGovernance for the year under the review as stipulated in the above mentioned ListingAgreement.

We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with which the Management hasconducted the affairs of the Company.

For NAHTA JAIN & ASSOCIATES

Chartered Accountants

FRN : 106801W

Sd/-[GAURAV NAHTA]

PARTNER

M. No.: 116735

PLACE : AHMEDABAD

DATE : 10.08.2015

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