Your Directors have pleasure in presenting their 35 th Annual Report on the businessand operations of the Company and Audited Statement of Accounts for the year ended 31 stMarch 2017.
1. FINANCIAL HIGHLIGHTS
The Board's Report is prepared based on the stand alone financial statements of theCompany.
(Rs. in Lakhs)
|Sr. No. ||Particulars ||2016-17 ||2015-16 |
|1. ||i. Net Sales/ Income ||1651.94 ||1609.00 |
| ||ii. Other Income ||8.05 ||7.57 |
| ||Total ||1659.99 ||1616.57 |
|2. ||Total Expenditure || || |
| ||i) Cost of material consumed ||86.09 ||134.44 |
| ||ii) Purchase of stock ||959.93 ||865.11 |
| ||iii) Changes in inventories ||(81.77) ||6.49 |
| ||iv) Employee benefit Expenses ||103.93 ||83.89 |
| ||v) Financial cost ||28.05 ||40.51 |
| ||vi) Depreciation & Amortization Expense ||48.84 ||66.46 |
| ||vii) Other Expenditure ||299.82 ||285.41 |
| ||Total ||1444.89 ||1482.31 |
|3. ||Profit Before Tax ||215.10 ||134.26 |
|4. ||Provision for taxation || || |
| ||i) Current Tax ||(100.23) ||(55.32) |
| ||ii) Deferred Tax ||5.74 ||9.40 |
| ||iii) Earlier years Tax ||- ||- |
|5. ||Profit After Tax ||120.61 ||88.34 |
|6. ||Balance carried from previous year ||2.27 ||16.86 |
|7. ||Amount Available for Appropriation ||122.88 ||105.20 |
|8. ||Appropriations: || || |
| ||Proposed Dividend ||(63.00) ||(56.00) |
| ||Dividend Distribution Tax ||(13.18) ||(11.72) |
| ||Transferred to General Reserve ||(45.00) ||(35.21) |
|9. ||Balance carried to Balance Sheet ||1.70 ||2.27 |
|10. ||Basic and diluted EPS ||0.17 ||0.13 |
We are pleased to inform that the Board of Directors has recommended dividend of Re.0.09 per equity share of Re. 1/- each (i.e. 9 % of face value) aggregating Rs. 6300000(excluding dividend distribution tax as applicable) for the year ended on 31 st March2017.
The Board of Directors has decided to transfer Rs. 4500000 to the General reserve.
During the period under review the profit after tax (PAT) stood at Rs. 120.61 Lakhs(Previous Year Rs. 88.34 Lakhs) there is an increase of 36.53% as compared to the lastfinancial year. The performance for the coming year is expected to improve upon from thelast year if right macroeconomic indicators are achieved in the future.
5. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors state that-
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
6. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Report in form MGT-9 as requiredunder Section 92(3) of the Companies Act 2013 read with rule 12(1) of the Companies(Management and Administration) Rules 2014 are included in this Report as Annexure-I andforms an integral part of this report.
7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto is disclosed inForm No. AOC-2 as Annexure II.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENTS/ RESIGNATIONS DURING THEYEAR
During the year under review there were no changes in the constitution of the Board.
9. PARTICULARS OF EMPLOYEES
The information required pursuant to Rule 5 (1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure III to theDirectors Report.
Particulars of employees drawing remuneration in excess of limits prescribed underSection 134 (3)(q) read with Rule 5(2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:
There are no employees drawing remuneration exceeding Rupees One crore and two Lakhsper annum if employed throughout the financial year or Rupees Eight Lakh and FiftyThousand per month if employed for part of the financial year or draws remuneration inexcess of Managing Director or Whole time Director or Manager and holds by himself oralong with his spouse and dependent children not less than two percent of the equityshares of the Company.
10. NUMBER OF MEETINGS OF BOARD
|Sr. No. ||Particulars ||No. of meetings held |
|1. ||Board Meetings ||Five |
|2. ||Audit Committee meetings ||Four |
|3. ||Independent Directors Meeting ||One |
11. FORMAL ANNUAL EVALUATION
Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an annual evaluation of its own performance and working of its Committees.The Board's functioning was evaluated on various aspects including inter alia degree offulfillment of key responsibilities its structure and composition establishment anddelegation of responsibilities to various Committees. Directors were evaluated on aspectssuch as attendance and contribution at Board/ Committee Meetings and guidance/ support tothe management of the Company. Areas on which the Committees of the Board were assessedincluded degree of fulfillment of key responsibilities adequacy of Committee compositionand effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole.
12. DECLARATION BY INDEPENDENT DIRECTORS
Declarations by the Independent Directors that they meet the criteria of independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013 has been receivedby the Company.
13. REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of directors Key Managerial Personnel and Senior Management of the Company.The said policy is also uploaded on the website of the Company; i.e.www.swastivinayaka.com
14. STATUTORY AUDITORS
At the Annual General Meeting held on September 26 2015 M/s. Sanjay Raja Jain &Co. Chartered Accountants (FRN 120132W) Mumbai were appointed as statutory auditors ofthe Company to hold office till the conclusion of the Annual General Meeting to be held inthe year 2020. In terms of the first proviso to Section 139 of the Companies Act 2013the appointment of auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. Sanjay Raja Jain & Co. CharteredAccountants as Statutory Auditors of the Company is placed for ratification by theshareholders.
The report given by the Auditors on the financial statements of the Company is a partof the Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
15. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act 2013 and Rules made thereunder M/s.Sandeep Dar and Co. Practicing Company Secretaries have been appointed as SecretarialAuditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure IVto this report. The report is self-explanatory however the Company has initiated necessarysteps to comply with various non-compliances as per the provisions of various statutementioned under the Secretarial Audit Report.
16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Companywww.swastivinayaka.com.
17. COMPOSITION OF AUDIT COMMITTEE
Composition of Audit Committee is required under section 177 (8) of the Companies Act2013.
The Composition of Audit Committee is as follows:
|1. Mr. Sanjiv Rungta ||- Chairman |
|2. Mr. Piyush Shah ||- Member |
|3. Mr. Dinesh Poddar ||- Member |
18. SIGNIFICANT MATERIAL CHANGES
There were no material changes and commitments which adversely affects the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
19. RISK MANAGEMENT
The Company is periodically reviewing its risk management perception taking intoaccount overall business environment affecting/ threatening the existence of the Company.Presently board is of the opinion that such existence of risk is minimal.
20. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Board of your Company has laid down internal financial controls to be followed bythe Company and that such Internal Financial Controls are adequate and operatingeffectively. During the year such controls were tested and no reportable materialweakness in the design or operation was observed.
During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of Companies Act 2013 read with the Companies (Acceptanceof Deposits) Rules 2014 and as such no amount on account of principal or interest onpublic deposits was outstanding as on the date of the balance sheet.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013
During the year under review the Company has neither given any loan nor provided anyguarantees which are governed by the provisions of Section 186 of the Companies Act 2013.
23. MANAGEMENT DISCUSSION AND ANALYSIS
I. INDUSTRY STRUCTURE AND DEVELOPMENTS
The Indian Textiles industry is extremely varied with the hand-spun and hand-wovenTextiles sectors at one end of the spectrum while the capital intensive sophisticatedmills sector at the other end of the spectrum. The close linkage of the Textile industryto agriculture (for raw materials such as cotton) and the ancient culture and traditionsof the country in terms of Textiles make the Indian Textiles sector unique in comparisonto the industries of other countries it has the capacity to produce a wide variety ofproducts suitable to different market segments.
II. OPPORTUNITIES AND THREATS
The Textiles industry is labour intensive and is one of the largest employers. Thefuture for the Indian Textile industry looks encouraging in the long term backed by bothstrong domestic consumption as well as export demand.
Competing with other progressing countries Striking a balance between demand andsupply considering Environmental and international labour laws are the major challenges.
III. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE
In textiles your Company's product very well accepted by our customers & it is inthe process of increasing our customer portfolio.
In real estate the market is quite inactive & we foresee that it will plateau atthis level for 1-2 years more.
Your Company's future growth will be driven by volume growth across both the strategicbusiness units. In the immediate future your Company will focus on its core strengthsproduct segments. Its focus on building marketing & distribution foot-prints shallcontinue with renewed vigor during the coming year. On the whole your Company isoptimistic for the outlook of growth in the short to medium term in terms of totalrevenues/ turnover and operating margins considering overall expected positive trend intextiles industry.
V. RISKS AND CONCERNS
A key factor in determining a company's capacity to create sustainable value is therisk that the company is willing to take and its ability to manage them effectively. TheCompany's Risk Management processes focuses on ensuring that risks are identified on atimely basis and addressed.
Foreseeing the concerns the Company manages to identify evaluate and monitornon-business risks.
VI. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The existing internal controls are adequate and commensurate with the nature sizecomplexity of the Business and its Processes. During the year the Company has laid downthe framework for ensuring adequate internal controls and to ensure its effectivenessnecessary steps were taken by the Company.
VII. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
Your Company's total textile sales registered a growth resulting in revenue fromoperations being Rs. 1651.94 Lakhs for the financial year ended on March 31 2017 asagainst Rs. 1609.00 Lakhs in Previous year and Profit after Tax was recorded at Rs. 120.21Lakhs in the current year as against Rs. 88.34 Lakhs in the previous year.
24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceas required under the Act.
The following is a summary of sexual harassment complaint received or disposed offduring the year 2016-17.
No. of Complaint received: NIL
No. of Complaint disposed off: NIL.
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO PURSUANT TO PROVISIONS OF SECTION 134 OF THE COMPANIES ACT 2013 READ WITH RULE 8(3) OF COMPANIES (ACCOUNTS) RULES 2014 A) CONSERVATION OF ENERGY:
(i) The steps taken or impact on conservation of energy - Energy conservation continuesto receive priority attention at all levels by regular monitoring of all equipments anddevices which consume electricity.
(ii) The steps taken by the company for utilizing alternate sources of energy - Companyensures that the manufacturing operations are conducted in the manner whereby optimumutilization and maximum possible savings of energy is achieved.
(iii) The capital investment on energy conservation equipments - Since Company ishaving adequate equipment no capital investment on energy conservation equipments is madeduring the year.
B) TECHNOLOGY ABSORPTION:
(i) The efforts made towards technology absorption - Not Applicable
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution - Not Applicable
(iii) In the case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) - Not Applicable.
(a) The details of technology imported - Not Applicable
(b) The year of import - Not Applicable
(c) Whether the technology been fully absorbed - Not Applicable
(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof - Not Applicable
(iv) The expenditure incurred on Research and Development - At present the Company doesnot have separate division for carrying out research and development work. No expenditurehas therefore been earmarked for this activity.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings and outgo during the year under review.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant or material orders were passed by the regulators or courts or Tribunalswhich impact the going concern status and Company's' operations in future.
We record our gratitude to the Banks and others for their assistance and cooperationduring the year. We also wish to place on record our appreciation for the dedicatedservices of the employees of the Company. We are equally thankful to our esteemedinvestors for their co-operation extended to and confidence reposed in the management.
|Registered Office: ||By Order of the Board |
|J-15 M.I.D.C. Tarapur ||Swasti Vinayaka Synthetics Limited |
|Boisar Dist. Palghar || |
|Maharashtra - 401506. || |
| ||Ramprasad Poddar |
|Date: May 30 2017 ||Chairman |
|Place: Mumbai ||(DIN-00163950) |