The Directors of your company have great pleasure in presenting the (37th)Thirty Seventh Annual Report together with the Audited Financial Statements of yourCompany for the financial year ended on 31st March 2021.
The summary of the company's financial performance of the Company during the financialyear 2020-21 as compared to the previous financial year 2019-20 is given below:
| || ||[Rupees in Lacs] |
|Particulars ||Financial Year ||Financial Year |
| ||2020-21 ||2019-20 |
|Revenue from operations (Net) ||26837.77 ||32517.09 |
|Other income ||37.24 ||111.21 |
|Total Revenue ||26875.01 ||32628.30 |
|Expenses || || |
|(a) Cost of materials consumed ||17386.15 ||19846.71 |
|(b) Purchases of stock-in-trade ||-- ||-- |
|(c) Changes in inventories of FG WIP & Stock-in-Trade ||408.26 ||2024.11 |
|(d) Employee benefits expense ||843.62 ||904.41 |
|(e) Finance costs ||539.63 ||766.19 |
|(f) Depreciation and amortization expense ||359.13 ||445.35 |
|(g) Other expenses ||6937.95 ||8163.61 |
|Total Expenses ||26474.74 ||32150.38 |
|Profit/ (Loss) before tax ||400.27 ||477.92 |
|Tax expense: || || |
|(a) Current tax expense ||119.61 ||137.30 |
|(b) Deferred tax ||(14.37) ||(15.67) |
|(c) Excess Provision of Tax for earlier Years ||4.40 ||(0.43) |
|Profit / (Loss) for the year ||290.63 ||356.72 |
|Earnings per share (face value Rs.10/-) Basic & Diluted ||1.97 ||2.42 |
The Company's total revenue from operations during the financial year ended 31st March2021 were Rs. 26875.01 Lacs as against Rs. 32628.30 Lacs of the previous year with totalexpenses of Rs.26474.74 lacs (previous year of Rs. 32150.38 lacs).The Company has made NetProfit of Rs.290.63 Lacs as against Rs.356.72 Lacs of the previous year after consideringDepreciation and Provision for Tax.
The EPS of the Company for the year 2020-21 is Rs. 1.97.
No dividend has been recommended in respect of the financial year ended 31st March2021 and the entire surplus be ploughed back into the business to give accelerator to thebusiness of the company and generate higher profit in future.
During the financial year the Company has achieved export sales of Rs.517.66 Lacs(previous year of Rs. 815.37 Lacs).
SUBSIDIARY JOINT VENTURE (JV) AND ASSOCIATES COMPANIES
During the year under review the Company does not have any Subsidiary Joint Venture(JV) or Associates Company.
During the year under review your Company has not accepted any fixed deposits withinthe meaning of Section 73 of the Companies Act 2013 and the rules made there under.
SHARE CAPITAL& LISTING
During the year under review there is no change in Authorized Share Capital of theCompany. The Authorized Share Capital of the Company as at 31st March 2021 stood at Rs.150000000/- divided into 15000000 equity shares of Rs. 10/- each. The paid upcapital of the company as at 31st March 2021 stood at Rs. 147500000/-(Face valueRs.10/- each)
a) The Company does not have any equity shares with differential rights; b) During theyear under report the Company has not issued any sweat equity shares; c) During the yearunder report the Company has not issued any ESOP;
d) Provision of money by Company for purchase of its own shares by employees or bytrustees for the benefit of employees: The Company has not made any provision of money forthe purchase of or subscription for shares in the Company to be held by or for thebenefit of the employees of the Company and hence the disclosure as required under Rule16(4) of the Companies (Share Capital and Debentures) Rules 2014 is not required.
e) Listing with the stock exchanges :The Company's equity shares are listed on theBombay Stock Exchange Limited (BSE) and it has paid the Annual Listing Fees for thefinancial year 2021-22
f) Disclosure with respect to shares transferred in IEPF Account: In terms of theprovisions of Investor Education and Protection Fund (Accounting Audit Transfer andRefund) Rules 2016 7282 shares whose dividends were unpaid/unclaimed for sevenconsecutive years taking the base year as Interim dividend for the
FY 2007-08 were transferred during the year to the Investor Education and ProtectionFund.
TRANSFER TO RESERVE
The Company has not transferred any amount to the General Reserve for the financialyear ended 31st March 2021.
CHANGE IN NATURE OF BUSINESS
During the period under review there is no change in the nature of business.
DIRECTORS & KEY MANAGERIAL PERSONNEL
The Board of Directors of your company has various Executive and Non-ExecutiveDirectors including Independent Directors who have wide experience in differentdisciplines of corporate functioning.
During the year Board of Directors has appointed Mr. Sanjay Goverdhan Sharma in placeof Mr. Bhoorsingh Bagsingh Parihar as an Executive Director of the company w.e.f. 12thDecember 2020 subject to the approval of shareholders in the 37th Annual General Meeting.
As per the provisions of Section 152 of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Vasudev Subhkaran Agarwal [DIN: 01491403] being longest inthe office shall retire at the ensuing Annual General Meeting and being eligible offershim-self for re-appointment.
The Board & Nomination & Remuneration Committee recommends the re-appointmentof Mr. Vasudev Subhkaran Agarwal for your approval.
After the financial year ended 2020-21 Board of Directors has appointed Mr. AlpeshFatehsingh Purohitin place of Mr. Gopal S. Pansari as an Additional Director in thecategory of Non Executive Independent Director of the company w.e.f. 13th August 2021subject to the approval of shareholders in the 37th Annual General Meeting. Also theBoard of Directors has appointed Mr. Vikas Anandilal Sharma as a Chief Executive Officer(CEO) of the Company w.e.f 13th August 2021.
Brief details of Director proposed to be re-appointed as required under regulation 36of the SEBI Listing Regulations are provided in the Notice of Annual General meeting.
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 Regulation25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Theterms and conditions of the Independent Directors are incorporated on the website of theCompany www.anjanisynthetics.com.
DISCLOSURE RELATED TO BOARD AND COMMITTEES
a) Number of Board Meetings conducted during the year under review
Regular Board Meetings are held once in a quarter inter-alia to review the quarterlyresults of the Company.
During the year under review 7 (SEVEN) Board Meetings were convened. The interveninggap between the two meetings was within the period prescribed under the Companies Act2013. The details of the meetings are furnished in the Corporate Governance Report whichforming part of this Annual Report.
b) Independent Directors' Meeting
The Independent Directors met on the13th February 2021 without the attendance ofNon-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of Non-Independent
Directors and the Board as a whole; the performance of the Chairperson of the Companytaking into account the views of Executive Directors and Non-Executive Directors andassessed the quality quantity and timeliness of flow of information between the CompanyManagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.
c) Committees of the Board of Directors
Your Company has several Committees which have been established as part of the bestCorporate Governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes.
The Company has following Committees of the Board of Directors:
Stakeholder's Grievances and Relationship Committee
Nomination and Remuneration Committee
The details with respect to the compositions powers and terms of reference and otherinformation of relevant committees are given in details in the Corporate Governance Reportwhich forms part of this Annual Report.
d) Board Evaluation:
Pursuant to the corporate governance requirements as prescribed in the Companies Act2013 and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board of Directors has carried out an annualevaluation of its own performance Board Committees and of individual directors. In aseparate meeting of independent directors performance of non-independent directorsperformance of the Board as a whole performance of the Committee(s) of the Board andperformance of the Chairman was evaluated taking into account the views of otherdirectors. Performance evaluation of independent directors was done by the entire Boardexcluding the independent director being evaluated.
e) Board Diversity
None of the Directors of the Company is disqualified for being appointed as Director asspecified in Section 164(2) of the Companies Act 2013.
VARIOUS COMPANIES' POLICIES
In accordance with the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Companies Act 2013 the Company has formulated andimplemented the various policies. All the Policies are available on Company's website(www.anjanisynthetics.com) under the heading "Investor Relations". The policiesare reviewed periodically by the Board and updated based on need and requirements.
a) Policy on Director's Appointment and Remuneration
The Company has a Nomination and Remuneration Committee. The Committee reviews andrecommend to the Board of Directors about remuneration for Directors and Key ManagerialPersonnel and other employee up to one level below of Key Managerial Personnel. TheCompany does not pay any remuneration to the Non-Executive Directors of the Company otherthan sitting fee for attending the Meetings of the Board of Directors and Committees ofthe Board. Remuneration to Executive Directors is governed under the relevant provisionsof the Act and approvals.
The Company has devised the Nomination and Remuneration Policy for the appointmentreappointment and remuneration of Directors Key Managerial. All the appointmentreappointment and remuneration of Directors and Key Managerial Personnel are as per theNomination and Remuneration Policy of the Company.
b) Vigil Mechanism
The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof Whistle Blower who avails of such mechanism and also provides for direct access to theChairman of the Audit Committee in exceptional cases. The functioning of vigil mechanismis reviewed by the Audit Committee from time to time. None of the Whistle blowers has beendenied access to the Audit Committee of the Board. The Whistle Blower Policy of theCompany is available on the website of the Company www.anjanisynthetics.com.
c) Risk Management Policy
The Company is aware of the risks associated with the business. It regularly analysesand takes corrective actions for managing/ mitigating the same. The Company has framed aformal Risk Management Framework for risk assessment and risk minimization which isperiodically reviewed to ensure smooth operation and effective management control. TheAudit Committee also reviews the adequacy of the risk management framework of the Companythe key risks associated with the business and measure and steps in place to minimize thesame.
d) Sexual Harrassment of Women at Workplace
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 year2020-21 the Company has not received any complaints on sexual harassment.
e) Contracts or Arrangements with Related Parties
All related party transactions entered into during the financial year were on an arm'slength basis and were in the ordinary course of business. Your Company had not enteredinto any transactions with related parties which could be considered material in terms ofSection 188 of the Companies Act 2013. Therefore the disclosure of related partytransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC -2 is attached. Suitable disclosure as required by the Indian Accounting Standard (Ind AS24) has been made in the notes to the Financial Statements.
All Related Party transactions are placed before the Audit Committee for approvalwherever applicable. Prior omnibus approval for normal business transactions is alsoobtained from the Audit Committee for the related party transactions which are ofrepetitive nature and accordingly the required disclosures are made to the Committee onquarterly basis in terms of the approval of the Committee. The details of Related PartyTransactions are given in the notes to the financial statements.
The policy on Related Party Transactions as approved by the Board of Directors isuploaded on the website of the Company www.anjanisynthetics.com
AUDITORS & AUDITOR'S REPORT
a) Statutory Auditors:
M/s. ABHISHEK KUMAR & ASSOCIATES Chartered Accountants [FRN NO.: 130052W] wasappointed as the Statutory Auditors of the Company to hold the office from the conclusionof the 33rd Annual General Meeting (AGM) to the conclusion of the 38th Annual GeneralMeeting (AGM) subject to ratification of the appointment by the members at every AnnualGeneral Meeting. The Company has received the consent from the Auditors and confirmationto the effect that they are not disqualified to be appointed as the Auditors of theCompany in the terms of the provisions of the companies Act 2013 and the rules madethereunder. Further they are holding a valid certificate issued by the Peer Review Boardof the Institute of Chartered Accountants of India (ICAI).
Accordingly the Board of Directors had recommended the ratification of appointment ofM/s. ABHISHEK KUMAR
& ASSOCIATES Chartered Accountants [FRN NO.: 130052W] as the Statutory Auditors ofthe Company to hold the office from the ensuing AGM till the conclusion of the next AGM onsuch remuneration as may be determined by the Board of Directors in consultation withthem.
The Auditor's report to the shareholders on the Standalone Financials for the yearended March 31 2021 does not contain any qualification observation or adverse comment.
The Statutory Auditors' Report on the accounts of the Company for the accounting yearended 31st March 2021 is self-explanatory and do not call for further explanations orcomments that may be treated as adequate compliance of Section 134 of the Companies Act2013.
b) Internal Auditors:
M/s. Monika Bhandari& Co. Chartered Accountants Ahmedabad has been appointed asInternal Auditors of the Company for the FY 2021-22. Internal Auditors are appointed bythe Board of Directors of the Company on a yearly basis based on the recommendation ofthe Audit Committee. The Internal Auditor reports their findings on the Internal Audit ofthe Company to the Audit Committee on a yearly basis. The scope of internal audit isapproved by the Audit Committee.
c) Cost Auditors:
The Company has appointed M/s. Kiran J. Mehta & Co. Cost Accountants Ahmedabad asCost Auditor of the Company to audit the cost accounts for the financial year 2021-22.
As per Section 148 read with Companies (Audit & Auditors) Rules 2014 and otherapplicable provisions if any of the Companies Act 2013 the Board of Directors of yourCompany has appointed M/s. Kiran J. Mehta & Co. Cost Accountants as the Cost Auditorof the Company for the financial year 2021-22 on the recommendations made by the AuditCommittee subject to the approval of the Central Government.
The remuneration proposed to be paid to the Cost Auditors subject to the ratificationby the members at the ensuing Annual General Meeting would be Rs.50000/- (apart fromreimbursement of out of pocket expenses and applicable taxes if any).
The Cost Audit report for the financial year 2020-21 was filed within the due date. Thedue date for submission of the Cost Audit Report for the financial year 2021-22 is within180 days from 31st March 2021.
d) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hadre-appointed Mr. Mukesh H. Shah Practicing Company Secretary of Ahmedabad to undertakethe Secretarial Audit of the Company. The secretarial audit report for the financial year2020-21is annexed to this Annual Report as Annexure-III.
e) Details in respect of frauds reported by Auditors other than those which arereportable to the Central Government :
The Statutory Auditors of the Company have not reported any fraud to the AuditCommittee or to the Board of Directors under Section 143(12) of the Companies Act 2013read with Rule 13 of the Companies (Audit and Auditors) Rules 2014.
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act as amended theAnnual Return is available on the Company's website www.anjanisynthetics.com
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to Conservation of Energy Technology Absorption and ForeignExchange Earning and Outgo required under Section 134 (3) (m) of the Companies Act 2013forms part of this Annual Report as Annexure-I.
CORPORATE GOVERNANCE REPORT
The Company has taken adequate steps to adhere to all the stipulations laid down underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. A report on Corporate Governance included as a part of this AnnualReport is given in Annexure-III.
A certificate from the Statutory Auditors of the company confirming the compliance withthe conditions of Corporate Governance as stipulated under Reg. 27 & 34 the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is attached to this Annual Report.
MANAGEMENT DISCUSSION &ANALYSIS REPORT
The Management Discussion and Analysis Report as required under the Listing Regulationsare presented in a separate section and forms part of the Annual Report.
Assets of your Company are adequately insured against various perils.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of financial year as on 31st March 2021 andthe date of Director's Report i.e. 13.08.2021.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
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
Details pertaining to remuneration as required under section 197(12) of the companiesact 2013 read with rule 5(1) of the companies (appointment and remuneration of managerialpersonnel) rules 2014:
a) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the financial year 2020-21 and ratio of the remuneration ofeach Director to the median remuneration of the employees of the Company for the financialyear 2020-21 are as under:
Remuneration Ratio of Directors/ KMP/ Employees:
|Name & Designation ||Remuneration Paid ||+/- in remuneration from previous year (Rs.) ||Ratio/ Times per Median of employee remuneration |
| ||FY 2020-21 ||FY 2019-20 || || |
| ||(Rs in lacs) ||(Rs in lacs) || || |
|Vasudev S. Agarwal Chairman & MD ||2400000 ||2400000 || ||1073.42/10.73 |
|Bhoorsingh B. Parihar Executive Director ||244920 ||323430 ||-78510 ||109.54/1.09 |
|Sanjay Goverdhan Sharma ||208000 || ||$ ||93.03/0.93 |
|Manoharlal I Sharma Chief Financial Officer ||543850 ||605600 ||-61750 ||243.24/2.43 |
|Rachita Somani Company Secretary ||299775 ||252995 ||+46780 ||134.08/1.34 |
Note : Except Key Managerial Personnel i.e. Managing Director Chief Financialofficer and Company Secretary no other directors received any remuneration from theCompany other than sitting fees for attending Board meetings and Committees meetings.
$ Details not given as Mr. Sanjay Goverdhan Sharma become additional executive directorwith effect from 12th December 2020
b) Median remuneration of employees was Rs. 223585/- during the year 2020-21
c) 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:
The number of permanent employees on the roll of Company: 240 (Two hundred forty) as on31 March 2021.
d) It is hereby affirmed that the remuneration paid is as per the Nomination andRemuneration Policy for Directors Key Managerial Personnel and other Employees.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control system which is commensurate with the sizescale and complexity of its operations. The Company has a process in place to continuouslymonitor existing controls and identify gaps and implement new and / or improved controlswherever the effect of such gaps would have a material impact on the Company's operation.
Further the Internal Auditor monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with the operating systemsaccounting procedures and policies of the Company. Based on the report of InternalAuditor the process owners undertake the corrective action in their respective areas andthereby strengthen the Control. Significant audit observation and corrective actionsthereon are presented to the Audit Committee of the Board.
DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated in Section 134(3)(c) read with sub section 5 of the Companies Act 2013Directors subscribe to the "Directors' Responsibility Statement" and confirmthat:
a) In preparation of annual accounts for the year ended 31st March 2021 theapplicable accounting standards have been followed and that no material departures havebeen made 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 the end of the financial year and ofthe profit or loss of the Company for that year;
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 for the year ended 31st March 2021on going concern basis.
e) The Directors had laid down the 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 provisions ofall applicable laws and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY
During the financial year under review the provisions of Section 135 of the Actrelating to the Corporate Social Responsibility are not applicable to your Company.
COMPLIANCE WITH SECRETARIAL STANDARD
Your Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board and General Meetings.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act 2013.
2. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Your Directors would like to express their appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review Your Directors place on recordtheir deep appreciation to employees at all levels and workers for their hard workdedication and commitment.
| ||By Order of the Board |
| ||For ANJANI SYNTHETICS LIMITED |
|Place : Ahmedabad || |
|Date : 13th August 2021 || |
| ||VASUDEV S. AGARWAL |
| ||(DIN: 01491403) |
| ||CHAIRMAN & MD |