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Advance Syntex Ltd.

BSE: 539982 Sector: Industrials
NSE: N.A. ISIN Code: INE184U01012
BSE 00:00 | 22 Jun 12.12 -0.57
(-4.49%)
OPEN

13.29

HIGH

13.29

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12.10

NSE 05:30 | 01 Jan Advance Syntex Ltd
OPEN 13.29
PREVIOUS CLOSE 12.69
VOLUME 3538
52-Week high 15.69
52-Week low 6.68
P/E
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.29
CLOSE 12.69
VOLUME 3538
52-Week high 15.69
52-Week low 6.68
P/E
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Advance Syntex Ltd. (ADVANCESYNTEX) - Director Report

Company director report

To

The Members

Advance Syntex Limited

The Board of Director's is pleased to present the 30th Annual Report of yourcompany along with the Company's Audited Financial Statements for the financial year endedMarch 31 2020.

1. FINANCIAL RESULTS: (Amt. In Rs.)
Particulars For Year ended March 31 2020 For Year ended March 31 2019
Revenue from Operations 641859119 787418715
Other Income 3673506 3064782
Total Revenue 645532625 790483497
Gross Profit before Finance Cost Depreciation and Tax 102255878 111330241
Less: Finance Cost 40094094 59775382
Less: Depreciation 18298267 22794574
Profit before Prior Period Items and Tax 17988211 28760285
Exceptional Items (Expense) -
Prior Period Items (Expense) -
Misc. Exp. Written Off (775346) (701325)
Profit before Tax 17212865 28058960
Tax Expense:
(a) Current tax 4923180 8108867
(b) Deferred Tax (204880) (701250)
Profit for the Year 12494565 20651343

2. COMPANY'S PERFORMANCE:

The Company has been engaged in manufacturing sector from past 46 years. The Company isengaged in manufacturing of Glitter powder Metallizing of Films Coating of Films(Lacquer Coated Polyester Films (LMPF) Glitter Glue and Epoxy resins and other products.Presently your Company has started manufacturing Biodegradable Glitter Powder and isthe first one in the Indian market who started manufacturing of the same.

Performance Highlight of the company during the financial year 2019- 2020:

Total revenue decreased to Rs. 641859119/- against Rs. 787418715/- in theprevious year.

Expenditure of the company has shown decreased Rs. 627544414/-.

Profit before tax reached to Rs. 17988211 /- as against Rs. 28760285/- of the previousyear.

No Material changes and commitments have occurred after the close of the financial yeartill the date of this report which affects the financial position of the Company.

ACHIEVEMENTS FOR THE YEAR 2019-2020

The Company has been successfully established separate unit for the packing anddispatching of export order for completing the month targeted supplies. The company hasalso designed a special container stackable for exports to USE and other countries.

The Company has tied up supplies of container packed glitters with a company.

The Company has successfully developed Bio degradable glitter and sent to customers fortrials and testing and further business.

The Company has also developed shaped glitters which is receiving a welcome from craftindustries slowly.

FUTURE PROSPECT:

In coming year we envisage to add sales with the following new products along withcurrent products of sales increase:

i. Angelina Fibers

ii. Glitter Glue

iii. Shaped Glitters

iv. In house production of container and save costs and bring down inventory days.

v. Mass production of Glitter papers with machine.

vi. Exploring American Markets for supply of Glitter and Films in a large way.Currently we ar supplying Glitter in retail (small) packaging to one of the largestAmerican chain Store. In the current Fiscal Company is adding another large chain storeshence increasing the customer base and adding more revenue.

3. DIVIDEND:

The Company does not propose any Dividend for Financial Year 2019-2020.

4. TRANSFER TO RESERVES:

The Company does not propose to transfer any sum to the General Reserve of the Company.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

No amount has become due for transfer of Unclaimed Dividend to Investor Education andProtection Fund in terms of the provisions of Section 125 of the Companies Act 2013.

6. CHANGE IN THE NATURE OF BUSINESS:

During the year under review there was no change in the nature of the business of theCompany.

7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

APPOINTMENT:

(a) Mr. Ronojoy Basu(DIN: 08863587) is appointed as an Additional Non-ExecutiveIndependent Director of the Company in the meeting of Board of Directors held onSeptember 05 2020 in the capacity of Independent/non-executive Director and entitled tohold the office upto the 30th Annual General Meeting. The Company had receivednotice under Section 160 of the Companies Act 2013 from a member proposing hiscandidature for the office of Director of the Company. Your Board had recommended hisappointment in the ensuing Annual General Meeting for 5 years.

(b) Mr. Anoop Kumar Sharma has been appointed as the Company Secretary and ComplianceOfficer of the Company with effect from 13th November 2020.

RETIRE BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Praful Ramanlal Pandya (DIN 003381212) Director ofthe Company is liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for reappointment. Your Board has recommended to reappointhim as a Director of the Company.

8. PUBLIC DEPOSITS:

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

9. SUBSIDIARY COMPANIES:

During the year under review the Company does not have any subsidiary company.

10. COMPLIANCE WITH ALL THE APPLICABLE SECRETARIAL STANDARDS

During the year the Company has complied with all the applicable SecretarialStandards.

11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Refer Sub-Clause (e) of Clause 23 "Management Discussion and Analysis"

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the year under review your Company has not directly or indirectly -

a) given any loan to any person or other body corporate other than usual advancesenvisaged in a contract of supply of materials if any;

b) given any guarantee or provided security in connection with a loan to any other bodycorporate or person; and

c) Acquired by way of subscription purchase or otherwise the securities of any otherbody corporate.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered during the financial year were onarm's length basis and in the ordinary course of Company's business. The Company has notentered into any contract arrangement or transaction with any related party which couldbe considered as material as defined under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

Related party transactions under Accounting Standard - AS 18 are disclosed in the notesto the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) ofsub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules2014 is furnished as Annexure - B to this report.

Pursuant to Regulation 23(9) of the SEBI (LODR) Regulations 2015 the disclosure ofRelated Party Transactions in the format specified in the accounting standards for thehalf year ended March 31 2020 has been uploaded on the Exchange and the website of thecompany.

During the Financial year under review the Policy for related party transactions hasnot been changed and hosted on the website of the Company as per the requirement of thelaw. The web-link for the same is http: / /midasglitter.com/wp-content/uploads/2016/02/Policv-on-related-party-transactions.doc.pdf. The relatedparty transactions wherever necessary are carried out by company as per this policy. Thepolicy has not been changed.

14. SHARE CAPITAL:

The paid up equity share capital of the company as on March 31 2020 was Rs.110971090. During the year under review No changes occurred in the Share capital.

The company has not issued shares with differential voting rights nor granted stockoptions nor sweat equity during the year.

15. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a. In the preparation of annual accounts for the year ended 31st March2020 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and there are no material departures from the same;

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 March 31 2020 and of the profit ofthe Company for the year under review;

c. The Directors had taken proper and sufficient care 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. 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 are operatingeffectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

16. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all Independent Directors of theCompany confirming that they meet the criteria of being Independence laid down in Section149(6) of the Companies Act. Also the Independent Directors have complied with the Codeof Independent Directors prescribed in Schedule IV of the Act. There has been no change inthe circumstances which may affect their status as Independent Director during the year.

17. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Nomination and Remuneration Committee has laid down the criteria for director'sappointment and remuneration including criteria for determining qualification positiveattributes and independence of a Director. The following attributes/criteria for selectionhave been laid by the Board on the recommendation of the Committee:

• the candidate should possess the positive attributes such as leadershipentrepreneurship business advisor or such other attributes which in the opinion of theCommittee are in the interest of the Company;

• the candidate should be free from any disqualification as provided underSections

164 and 167 of the Companies Act 2013;

• the candidate should meet the conditions of being independent as stipulatedunder the Companies Act 2013 and in SEBI (Listing Obligation and Disclosure Requirement)regulation 2015 in case of appointment as an independent director; and

• the candidate should possess appropriate educational qualification skillsexperience and knowledge in one or more fields of finance law management salesmarketing administration corporate governance.

Pursuant to Section 134(3)(e) read with Section 178(3)& (4) of the Companies Act2013 the policy on appointment of Board members including criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors KMP and other employees is hosted on the website of the Companyi.e. www.midasglitter.com. There has been no change in the policy since lastfinancial year.

18. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and Individual Directors pursuant to the provisions of the Act.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc. The performance of theCommittees was evaluated by the Board after seeking inputs from the Committee members onthe basis of the criteria such as the composition of Committees attendance prior studyof materials given participation at the meetings level and effectiveness of Committeemeetings etc.

19. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 has beengiven in the Annexure A appended hereto and forms part of this report.

20. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENT

RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitments that have affected the financialposition of the Company which have occurred between the financial year ended on March 312020 and the report dated 9th December 2020.

21. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report under regulation 34 of SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 is not applicable to Company for the year underreview ended 31st March 2020. Therefore there is no requirement to submit a separatereport by the company.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provision relating to Corporate Social Responsibility as provided under Section 135of the Companies Act 2013 is not applicable to the Company.

23. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosures Requirements) Regulation 2015 the Management Discussion and Analysis has beengiven hereunder.

OUR COMPETITIVE STRENGTHS

We believe that the following are our primary competitive strength:

(i) Facility for InHhouse production of raw materials required in manufacturing ofLacquered (Coated) Metalized Polyester Film (LMPF):

Your Company has in-house facility for production of raw materials required tomanufacture Lacquered (Coated) Metalized Polyester Film (LMPF). The major raw materialsrequired to produce LMPF are Metalized Polyester Film and resins which are produced inhouse by us. This enables us to maintain high quality production standards and also helpsus in minimizing production time and bringing cost effectiveness.

(ii) Quality Products:

The Company believes in providing our customers the best possible quality products. Thescale of operations and experience of our Promoter in the business enables our Company toproduce quality products. The Company believes that quality products enable it to competewith the other players in the market. The Company also believes that the investment intechnology shall allow it to provide quality products to its customers and differentiateit from other competitors. Since our Company is dedicated towards quality productsprocesses and inputs; Company gets repetitive orders from our clients as we are capableof meeting their quality standards.

(iii) Management Expertise:

Mr. Bhavan Dhirendra Vora - Managing Director is engaged in manufacturing businessand has a proven background and rich experience of more than 21 years in our industry.Also our Company is managed by a team of experienced personnel. The team comprises ofpersonnel having operational and business development experience. We believe that ourmanagement team's experience and their understanding of our industry will enable us tocontinue to take advantage of both current and future market opportunities. It is alsoexpected to help us in addressing and mitigating various risks inherent in our businessincluding significant competition the global economic crisis.

(iv) Existing customer relationship:

We believe that we constantly try to address customer needs around a variety ofproducts. Our existing customer relationships help us to get repeat business from ourcustomers. This has helped us maintain a long term working relationship with our customersand improve our customer retention strategy. We have existing customer relationship withcompanies for a long time which gets us repeat orders. We believe that our existingrelationship with our customers represents a competitive advantage in gaining newcustomers and increasing our business.

(v) Existing relationship with suppliers:

We have acquired raw materials from several suppliers and have contacts with them for along time. We believe that our strong relationships with suppliers will enable us tocontinue to grow our business. Due to our long time relationships with our suppliers weget quality and timely supplies of raw materials. This enables us to manage ourinventories and supply quality products on timely basis to our customers. This in turn hasenabled us to generate repeat business.

a. OUR BUSINESS STRATEGY:

We intend to pursue the following principal strategies to leverage our competitivestrengths and grow our business:

(i) Increasing Operational efficiency

Our Company intends to improve operating efficiencies to achieve cost reductions so tohave a competitive edge over the competitors. We believe that this can be done throughcontinuous process improvement customer service and technology development.

(ii) Maintain and expand long-term relationships with clients.

Our Company believes that business is a by-product of relationship. The business modelis based on client relationships that are established over period of time. Our Companybelieves that a long-term client relationship with large clients fetches better dividends.Long-term relations are built on trust and continuous maintaining of the requirements ofthe customers. It forms basis of further expansion for our Company as we are able tomonitor a potential product/ market closely.

(iii) Leveraging of our marketing skills and relationships

This is a continuous process in our organization and the skills we impart in our peoplegives importance to clients. We aim to do this by leveraging our marketing skills &relationships and further enhancing customer satisfaction. We plan to increase ourcustomers by meeting orders in hand on time maintaining our client relationship andrenewing our relationship with existing buyers.

(iv) Continue to build Sup a professional organization

We have a team of professionals to look after production commercial and marketingdivisions of our Company. We believe in transparency flow of information and commitmentto the work among our work force and with our valuable customers suppliers investorsgovernment authorities banks financial institutions etc. Over a period of time we havebeen able to build-up an image that can be matched with our competitors. We willconsistently put efforts among its group of experienced employees to transform them intoan outstanding team of empowered professionals which helps in further accelerating thewheels of development of the Organization.

(v) Optimal Utilization of Resources

Our Company constantly endeavors to improve our service process and will increasemanufacturing process to optimize the utilization of resources. We have investedsignificant resources and intend to further invest in our activities to developcustomized systems and processes to ensure effective management control. We regularlyanalyze our existing policies to be carried out for operations of our Company whichenables us to identify the areas of bottlenecks and correct the same. This helps us inimproving efficiency and putting resources to optimal use.

(vi) Sales and Marketing:

The efficiency of the marketing and sales network is important success factor of ourCompany. Our success lies in the strength of our relationship with our customers who havebeen associated with our Company for a long period. Our marketing team along with ourpromoter through their experience and good rapport with customers owing to timely andquality delivery of service plays an instrumental role in creating and expanding the salesnetwork of our Company. In order to maintain good relation with our customers ourpromoter and our marketing team regularly interacts with them and focuses on gaining aninsight into the additional needs of our customers. Our prime consideration for customerselection is timely payments and consistency in purchases. Due to our presence acrossmultiple segments we have been able to maintain sufficient volumes and margins in ourbusiness. The Company's marketing strategy is poised towards maintaining a mutuallyfruitful relationship with its customers by continuous servicing and product refinement.Further we intend to focus on increasing our Geographical reach by entering new marketsand appointment of dealers and agents in developing markets.

b. Competition:

Our Industry is fragmented consisting of large established players and small nicheplayers. We face substantial competition for our products from other manufacturers indomestic market. Our competition varies for our products and regions. We compete withother manufacturers on the basis of product range product quality product designing andproduct price including factors based on reputation regional needs and customerconvenience. While these factors are key parameters in client's decisions matrix inpurchasing goods; product designing product range product quality and product price isoften the deciding factor in most of the dealings.

c. Opportunities and Threats:

Your Company operates in such an area where a large market exists but with hugecompetition. Your Company's products are well-received in the market. However the Companyhas been through different marketing initiatives carving its way with moderate success.

d. Risks and concerns:

Macro economic risks: Risks emanating from changes in the global markets suchas the recent financial meltdown regulatory or political changes and alterations in thecompetitive landscape could affect the Company's operations and outlook. Any adversemovements in economic cycles in the Company's target markets could have a negative impacton the Company's performance. This risk is mitigated to some extent due to the Company'spresence in multiple diverse markets.

 

Risk related of Raw Materials: Risks associated with key procurementrelationships include:

a. the availability of raw materials more particularly LMPF are Polyester FilmAluminium Wire Chemicals and resins.

b. the price of raw materials may be subject to material changes in worldwide pricinglevels;

c. input costs such as freight and electricity may be inconsistent or prices mayincrease; and

d. key supplier relationships may be lost or impaired contracts renewed on lessfavorable terms or key suppliers may cease or reduce their operations.

e. Changes in technology;

f. Changes in political and social conditions in India or in countries that we mayenter the monetary and interest rate policies of India and other countries inflationdeflation unanticipated turbulence in interest rates equity prices or other rates orprices;

g. Loss of one or more significant customers

h. Exchange rate fluctuations;

However the Company plans well in advance to procure the raw materials and purchasesits Raw Materials from the domestic reputed supplier located in different parts of thecountry to mitigate risk relating to availability of raw materials.

e. Internal Control System and their Adequacy:

The Company has adequate internal control systems including suitable monitoringprocedures commensurate with its size and the nature of the business. The internal controlsystems provide for all documented policies guidelines authorization and approvalprocedures. The Company has appointed internal auditor who carries out audits throughoutthe year. The statutory auditors while conducting the statutory audit review and evaluatethe internal controls and their observations are discussed with the Audit committee of theBoard.

The Company's internal control systems are supplemented by an Internal Audit Programand periodic reviews by the Management. The Company has Independent Audit Firm as itsInternal Auditors and the Management reviews its findings and recommendations at periodicintervals. The Company's internal control system is adequate considering the nature sizeand complexity of its business.

f. Human Resources/Industrial Relations:

Employees are our greatest strength and the foundation of our Company. They play apivotal role in offering better product quality design and services to our customer. Weensure that employees gain ample opportunities for personal and professional growth. Highquality recruitment supports the talent management practices of the Company. To augmentthe journey of internationalization of the Company and create a multicultural work forcestrengthening leadership cadre with appropriate domain competencies has been done. TheCompany continues to foster a high performance culture by recognizing good performers andproviding them with career enhancing opportunities. Several HR initiatives have been takenfor the strategic alignment of the HR function with the business objectives. Theseinitiatives encompass employee engagement learning & development besides improvedinternal communication mechanism with employees.

g. Cautionary Statement:

Statements in the Management Discussion and Analysis describing the Company'sobjectives projections estimates expectations may be ‘forward looking statements'within the meaning of applicable securities laws and regulations. Actual results coulddiffer materially from those expressed or implied. Important factors that could make adifference to the Company's operations include financial position of the company economicconditions affecting demand / supply price conditions in the domestic and overseas marketin which the company operates changes in the government regulations tax laws and otherstatutes.

h. OUTLOOK:

The demand for Zari and polyester film industry is expected to improve on account ofgovernment focus on "Make in India" concept and export promotion schemes whichwill positively steer the overall market as compared to last couple of years and aforecasted growth in the long-term.

i. FINANCIAL PERFORMANCE:

Particulars 2019-2020 (Rs.) 2018-2019(Rs.)
Total Income 641859119 790483497
Total Expenses 627544414 761723212
Profit before tax 17212865 28058960
Tax Expenses 4718300 7407617
Profit After Tax 12494565 20651343

Total revenue of the company has been increased as compared to previous financial yearwhich results in increment of the profitability of your Company due to continuousenhancement in demand of the products and diversification of business.

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

Conservation of Energy: The Company ensures that the operations are conducted inthe manner whereby optimum utilization and maximum possible savings of energy is achieved.The Company has not made any capital investment for conservation of energy.

Technology absorption: Your Company has not taken new technology for absorption andhence it has neither imported any technology nor made any expenditure on research anddevelopments. The Company does not carry out any research and development activities.

Foreign Exchange Earnings and Outgo:

Foreign Exchange earnings and outgo (Amt. in Rs.): 2019-2020 2018-2019
Foreign Exchange earnings 90749957 92260486
Foreign Exchange outgo 10610661 19333824

25. CORPORATE GOVERNANCE:

The Equity share of the Company was listed on the main platform of BSE w.e.f. July 012019.

Thus in terms of Regulation 15(2) (b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the corporate governance provisions are applicable to theCompany for Financial year 2019-2020. The Company has furnished the same as an Annexure-D.

26. SAFETY ENVIRONMENT AND HEALTH:

The Company's commitment to excellence in Health and Safety is embedded in theCompany's core values. The Company has a stringent policy which drives all employees tocontinuously break new ground in safety management for the benefit of people propertyenvironment and the communities where we operate on sites.

The Company respects human rights values its employees and their communities. TheCompany considers safety environment and health as the management responsibility. Regularemployee training programmes are in place throughout the Company on Safety Environmentand Health and has well identified and widely covered safety management system in placefor ensuring not only the safety of employees but surrounding population of the projectsites as well.

27. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance for sexual harassment at the workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. The Company hasconstituted an Internal Committee headed by the Woman Director with other women employeesis also set up to redress complaints received which are monitored by women supervisors whoare fully aware of the Policy and redressal mechanism. All employees of the Company thoseof contractors as well as trainees are covered under this Policy. No complaint wasreceived from any employee during the financial year 2019-2020 and hence no complaint isoutstanding as on 31.03.2020 for redressal.

28. VIGIL MECHANISM POLICY:

There is a Vigil Mechanism Policy in the Company and that no personnel have been deniedaccess to the Chairman of the Audit Committee. The policy provides for adequate safeguardsagainst victimization of persons who use vigil mechanism. The same has been updated on thewebsite of the company and the web link is https: / /midasglitter.com/wp-content/uploads/2019/07/Vigil-Mechanism.pdf

29. RISK MANAGEMENT:

Refer Sub-clause (D) in Clause 26 "Management Discussion and Analysis".

30. PERFORMANCE OF SUBSIDIARY / JOINT VENTURE / ASSOCIATES COMPANIES:

The Company does not have any Subsidiary Joint Venture or Associates Company.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There is no order passed by the regulators or courts or tribunals impacting the goingconcern status and company's operations in future.

32. PARTICULARS OF EMPLOYEES:

Pursuant to the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules no employee was drawing remuneration in excess of the limitsset out in the said rules and hence no information is provided in this regard.

33. AUDITORS:

(i) STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Act and the rules framed there underM/s. V. J. Amin & Co. Chartered Accountants (FRN 100335W) was reappointed asStatutory Auditors for a period of one year in the Annual General Meeting held on 30thSeptember 2019. Subject to the approval of shareholders at their Annual General Meeting("AGM) the Audit Committee and the Board of Directors have recommended appointmentof M/s. V. J. Amin & Co. Chartered Accountants Vadodara as Statutory Auditor of theCompany. M/s. V. J. Amin & Co. Chartered Accountants Vadodara if appointed at AGMwill be holding office of Statutory Auditors from the conclusion of this AGM till theconclusion of the AGM to be held in the calendar year 2021. The Company has receivedletter from them to the effect that their appointment if made would be within theprescribed limits under Section 141(3)(g) of the Companies Act 2013 and that they are notdisqualified from appointment.

The Company has placed the matter of their appointment as Statutory Auditors of theCompany for the approval of the members at this Annual General Meeting.

The Auditors' Report for the financial year ended March 31 2020 does not contain anyqualification reservation adverse remark or disclaimer.

(ii) SECRETARIAL AUDITOR:

In terms of Section 204 of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 framed thereunder

Mr. Devesh R Desai Practicing Company Secretaries Vadodara was appointed asSecretarial Auditors of the company for the financial year 2019-2020. The SecretarialAudit Report as Submitted by them in the prescribed form MR-3 is attached as Annexure -"C" and forming part of this Report.

34. PREVENTION OF INSIDER TRADING AND CODE OF CONDUCT FOR FAIR DISCLOSURE:

The Company has adopted a code of conduct for Regulating Monitoring and Reportingtrading by Insiders in securities of the company. The code requires pre-clearance fordealing in the company's securities and prohibits the purchase or sale of securities ofthe company by the directors and the Directors while in possession of unpublished pricesensitive information in relation to the company and during the period when the tradingwindow is closed. The company has also adopted a Code of Practices and Procedures for FairDisclosure and Conduct of Unpublished price Sensitive information to formulate a statedframework and policy for prompt and fair disclosure of events and occurrences that couldimpact price discovery in the market for securities of the company. The policy isavailable on website i.e. www.midasglitter.com of the Company.

35. ACKNOWLEDGEMENT:

The Board places on record its deep appreciation for the continued support receivedfrom various clients vendors and suppliers and Bankers Government Authorities employeesat all levels and stakeholders in furthering the interest of the Company.