The Members of Synthiko Foils Limited.
Your Directors have pleasure in presenting the 30th Annual Report togetherwith the Audited Financial Statements on standalone basis for the year ended on 31stMarch 2015.
1. FINANCIAL RESULTS:
(Standalone basis) (Figures in Rs.)
|Particulars ||For the year ended on 31st March 2015 ||For the year ended on 31st March 2014 |
|Total Income ||212043985 ||186840418 |
|Profit before Depreciation and Tax ||7327093 ||6145760 |
|Less : Depreciation ||2080658 ||1725842 |
|Tax Expenses ||773049 ||1392963 |
|Net Profit for the year ||4473386 ||3026955 |
|Add. Profit & Loss A/c Bal of Previous year ||NIL ||NIL |
|Appropriations: || || |
|Proposed Dividend ||NIL ||NIL |
|Dividend Distribution Tax - on Proposed Dividend ||N.A. ||N.A. |
|Transfer to General Reserve ||NIL ||NIL |
|Balance c/fd to Balance Sheet as at 31.03.2015. ||4473386 ||3026955 |
2. STATEMENT OF COMPANY'S AFFAIRS:
The year 2014-2015 was optimistic year for the company's operations with rising trends.The revenue from the operation reached to during the year the net income from operationsincreased marginally from last year's revenue Rs. 18 42 02998 to 20 69 41194. Theprofit after tax reported was Rs. 44 73386 increased by 47% from the figures of the lastyear's Profit after Tax of Rs. 30 26955.
In the view of the financial position of the company The Board directors do notrecommended any dividend for the Financial Year ended on 31st March 2015.
4. TRANSFER TO RESERVES:
The Company has not transferred an amount to any reserve.
5. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The relations between Company and its employees being cordial and no instance of anyIndustrial Dispute reported during the year 2014-15. During the Financial Year the Companydoes not have any employee who was drawing remuneration required to be disclosed pursuantto the Section 197 of Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The required disclosures with respectto Remuneration and other details of employees are available at the registered office ofthe company during working hours:
6. SUBSIDIARY COMPANY:
Since the Company has no subsidiary provisions of Section 129(3) of the act does notapply to the Company.
During the Financial Year 2014-15 The Company has not accepted any public depositcovered under Section 76 of the Companies Act 2013.
8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO:
The particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings/outgo are set out in Annexure - I to this Report
9. BOARD OF DIRECTORS:
During the year 2014-15 Mrs Sheetal Bhavesh Dadhia (Holding DIN-07144050) isappointed as an Additional Director/Woman Director of the Company w.e.f. 30thMarch 2015Subject to approval of Shareholder in 30th Annual GeneralMeeting.
At the ensuing 30thAnnual General Meeting of the Company the Directors Mr.Bhavesh Ramesh Dadhia (Having DIN 00726076) is liable to retireby rotation and beingeligible offers themselves for re-appointment. Board recommends their re-appointment tothe members for consideration in the ensuing 30thAnnual General Meeting.
10. EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return in Form MGT - 9 pursuant to Section 92 (3) of theCompanies Act 2013 and rule 12 (1) of Companies (Management and Administration) Rules2014 are as per Annexure - II to this Report.
11. NUMBER OF MEETINGS OF THE BOARD:
Five Board Meetings were held during the year 2014-15 pursuant to Section 173 (1) ofCompanies Act 2013 on 31st May 2014 14th August 2014 13thNovember 2014 and 14th February 2015 and 30thMarch 2015. Thefurther details regarding Board Meetings are given in the Board of DirectorsSection of Corporate Governance Report annexed to this Report.
12. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (C) of the Companies Act 2013 your Directors state that:
(a) in the preparation of Annual Accounts for the year ended on 31st March2015 the applicable accounting standards have been followed and there are not materialdepartures from the same.
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgements 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 on 31stMarch 2015 and the profit and loss of the Company for that period.
(c) the Directors have taken proper and sufficient care for the maintenance of theadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
(d) the Directors have prepared Accounts on 'going concern' basis. and
(e) The Directors have laid down internal financial controls to be followed by theCompany and that such financial controls are adequate and are operating effectively.
(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
13. COMMENTS ON AUDIT REPORTS:
There are no qualification reservation or adverse remark or disclaimer made by M/sArvind & Co Chartered Accountants and by M/s. HS Associates Company Secretary inPractice in his secretarial audit report for the year ended on 31st March2015.
The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.
14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
As on 31st March 2015 there was no outstanding balance or transactions withrespect to the Mutual Fund Investments. Also the Company has not given loans or Guaranteescovered under Section 186 of Companies Act 2013.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year 2014-15 the Contract or Arrangements entered in to by the Company withrelated parties were approved by the Audit Committee pursuant to subsection (iv) (4) ofSection 177 of Companies Act 2013 and by the Board of Directors pursuant to Section 188(1) of Companies Act 2013.
The related party transactions were at arm's length basis and were in the ordinarycourse of business of the Company. The other details with respect to related partytransactions in Form AOC - 2 are set out in Annexure - IV to this Report. Thepolicy on Related Party Transactions is available on Company's website- www.synthikofoilsltd.com
16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company to which the financialstatements relate and the date of the report.
17. EVALUATION OF BOARD:
The performance of Board its Committees and Individual Directors were reviewed duringthe year pursuant to subsection (p) (3) of Section 134 of Companies Act 2013.
On Account of one independent director on the board the company is in process of toappoint another independent
director for the year 2015-2016. Also the performance of Committees of the Board werereviewed by the same and forthwith the evaluated performance of Board IndividualDirectors and Committees were found to be satisfactory as during the year 2014-15.
18. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:
As the Corporate Governance of listing Agreement is voluntary adopted by company on theview of good corporate practices and for the same Report on Corporate Governance is alsoprepared along with necessary certificates and Statement of Management Discussion andAnalysis are annexed to this report as Annexure - III.
19. STATUTORY AUDITORS:
The Statutory Auditors of the Company M/s Arvind & Company (Membership No: 36700)hold office until the conclusion of forthcoming 30thAnnual General Meeting ofthe Company and are eligible for re-appointment. The Board has received necessaryCertificate from Statutory Auditors and the Audit Committee has recommended theirre-appointment. Hence the Board hereby recommend to the members the re-appointment ofStatutory Auditors till the conclusion of 32nd Annual General Meeting of theCompany subject to the ratification of appointment by the members at respective AnnualGeneral Meetings.
20. INTERNAL AUDITORS:
As per section 138 of the Companies Act 2013. The Company has appointed Mr. SantoshShah as the internal auditors for the financial yearto 2015-2016 to conduct the internalaudit and to ensure adequacy of the Internal controls adherence to Company's policies andensure statutory and other compliance through periodical checks and internal audit.
21. SECRETARIAL AUDITOR REPORT:
The Secretarial Audit Report of M/s HS Associates Company Secretaries for the yearended on 31st March 2015 states that the Composition of Board of directors ofthe companyis in process of reconstitution in view to comply with. The Board hasre-appointed HS Associates Company Secretaries as the Secretarial Auditors of the Companyfor the Secretarial Audit of the financial year ended on 31st March 2016.
22. COMMITTEES OF THE BOARD:
The Board has constituted necessary Committees pursuant to the provisions of requiredapplicable laws and acts rules framed there under and Listing Agreement with StockExchanges. The required Committees of the Board are being duly constituted by takingnecessary efforts as on view of good corporate practice.The details about CommitteesandSchedules of Meetings arebeing provided as an part of annual report and such Committeesare appointed by abiding the required meetings among the Board of Directors of theCompany.
23. WHISTLE BLOWER:
The Board of Directors have set up the Whistle Blower Policy i.e. Vigil Mechanism forDirectors and Employees of the Company to report concerns about unethical behaviouractual or suspected fraud or violations of Company's Code of Conduct or Ethics Policy.The detailed Vigil Mechanism Policy is available at Company's Website: www.synthikofoilsltd.com.
24. INTERNAL FINANCIAL CONTROLS:
The Board hereby reports that the Internal Financial Controls were reviewed by theAudit Committee and there were adequate Internal Financial Controls existed in the Companywith respect to the Financial Statements for year ended on 31st March 2015 andthe Internal Financial Controls are operating effectively.
25. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition&Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaintsredressal for the benefits of its employees. There were no complaints filed against any ofthe employees of the Company under this Act.
The Board of Directors hereby express thanks to all the Shareholders CustomersSuppliers Associates Employees and various Authorities for extending their valuedsupport and patronage to the Company.
| ||For and on behalf of the Board |
| ||Ramesh Dadhia |
|Date: 14/08/2015 ||(DIN 00726044) |
|Mumbai ||Managing Director |