The Directors of your company have great pleasure in presenting the Thirty Fifth AnnualReport together with the audited financial statements of your Company for the financialyear ended on 31st March 2019.
The summary of the company's financial performance of the Company during the financialyear 2018-19 as compared to the previous financial year 2017-18 is given below:
| || ||[Rupees in Lacs] |
|Particulars ||Financial Year ||Financial Year |
| ||2018-19 ||2017-18 |
|Revenue from operations (Net) ||30694.53 ||34380.31 |
|Other income ||84.67 ||242.86 |
|Total Revenue ||30779.20 ||34623.17 |
|Expenses || || |
|(a) Cost of materials consumed ||19859.52 ||25308.36 |
|(b) Purchases of stock-in-trade || || |
|(c) Changes in inventories of FG WIP & Stock-in-Trade ||(444.50) ||(1710.99) |
|(d) Employee benefits expense ||978.11 ||751.83 |
|(e) Finance costs ||760.22 ||807.99 |
|(f) Depreciation and amortization expense ||536.03 ||458.26 |
|(g) Other expenses ||8635.16 ||8512.30 |
|Total Expenses ||30324.54 ||34127.75 |
|Profit/ (Loss) before tax ||454.66 ||495.42 |
|Tax expense: || || |
|(a) Current tax expense ||161.88 ||178 |
|(b) Deferred tax ||(7.67) ||(8.41) |
|(c) Excess Provision of Tax for earlier Years ||0.35 ||12.11 |
|Profit / (Loss) for the year ||300.10 ||313.72 |
|Earnings per share (face value Rs.10/-) Basic & Diluted ||2.03 ||2.13 |
The Company's total revenue from operations during the financial year ended 31st March2019 were Rs. 30694.53 Lacs as against Rs. 34380.31 Lacs of the previous year with totalexpenses of Rs.30324.54 Lsacs (previous year of Rs. 34127.75 lacs).The Company has madeNet Profit of Rs.300.10 Lacs as against Rs.313.72 Lacs of the previous year afterconsidering Depreciation and Provision for Tax .
The EPS of the Company for the year 2018-19 is Rs. 2.03. The Management is lookingforward to get better result in next year and increase in Profit.
No dividend has been recommended in respect of the financial year ended 31st March2019 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.1133.75 Lacs(previous year of Rs. 1360.33 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 thereunder.
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 2019 stood at Rs.150000000/- divided into 15000000 equity shares of Rs. 10/- each. The paid upcapital of the company as at 31st March 2019 stood at Rs. 147500000/-(Face valueRs.10/- each)
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 have appointed Mr. Bhoorsingh Bagsingh Parihar as anadditional director of the Company and Mr. Gopal Sanwarmal Pansari as an additionalindependent director of the company w.e.f. 12th October 2018 subject to theapproval of shareholders in the ensuing general meeting.
Moreover Board has also appointed Mr. Sourabh Vijay Patawari as an additionalindependent director of the company w.e.f. 28th February 2019 and Ms. GarimaJain as an additional independent director of the company w.e.f. 15th June2019 subject to the approval of shareholders in the ensuing general meeting.
Mr. Rakesh Agarwal resigned as Director (Non-executive & independent) of theCompany w.e.f 28th February 2019 respectively. The board places on record itsdeep appreciation for the valuable services rendered as well as advice and guidanceprovided by Mr. Rakesh Agarwal during his tenure as Directors of the Company.
During the year Mr. Govindprasad Madanchand Goyal and Mrs. Pooja Sanjay Sharma resignedfrom as Director (Nonexecutive & independent) of the Company w.e.f. 12thOctober 2018 and 15th June 2019 respectively
Further Mr. Konark P. Patel has resigned from the post of Company Secretary andCompliance officer of the company w.e.f 10th April 2019.
As per the provisions of Section 152 of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Vasudev S. Agarwal [DIN: 01491403] being longest in theoffice shall retire at the ensuing Annual General Meeting and being eligible offershim-self for re-appointment.
The Board recommends the appointment/re-appointment of above directors for yourapproval.
Brief details of Directors proposed to be appointed/re-appointed as required underregulation 36 of the SEBI Listing Regulations are provided in the Notice of Annual Generalmeeting.
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
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 6 (SIX) Board Meetings were convened. The intervening gapbetween the two meetings was within the period prescribed under the Companies Act 2013.The details of the meetings are furnished in the Corporate Governance Report which formingpart of this Annual Report.
INDEPENDENT DIRECTORS' MEETING
The Independent Directors met on the 13th February 2019 without theattendance of Non-Independent Directors and members of the Management. The IndependentDirectors reviewed the performance of non-independent directors and the Board as a whole;the performance of the Chairperson of the Company taking into account the views ofExecutive Directors and Non-Executive Directors and assessed the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties.
EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of Companies (Management and Administration) Rules2014 the extract of the Annual Return as on 31st March 2019 in Form MGT-9 forms part ofthis Annual Report as Annexure-I.
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-II.
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-IV.
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.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION &ANALYSIS REPORT:
Your Company is in compliance with all the applicable provisions of CorporateGovernance as stipulated under Chapter IV of the Listing Regulations. A detailed report onCorporate Governance as required under the Listing Regulations is provided in a separatesection and forms part of the Annual Report. Certificate from the Practicing CompanySecretary regarding compliance with the conditions stipulated in the Listing Regulationsforms part of the Corporate Governance Report.
The Management Discussion and Analysis Report as required under the Listing Regulationsis 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 2019 andthe date of Director's Report i.e. 09.08.2019.
LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 toBSE where the Company's Shares are listed.
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 terms of reference and otherinformation of relevant committees are given in details in the Corporate Governance Reportwhich forms part of this Annual Report.
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.
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 .
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.
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 year2018-19 the Company has not received any complaints on sexual harassment.
None of the Directors of the Company is disqualified for being appointed as Director asspecified in Section 164(2) of the Companies Act 2013.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 and Regulation25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 astructured questionnaire was prepared after taking into consideration of the variousaspects of the Board's functioning Composition of the Board and Committees cultureexecution and performance of specific duties obligation and governance.
The performance evaluation of the Independent Directors was completed.
During the financial year under review the Independent Directors met on13th February2019 inter-alia to discuss:
Performance evaluation of Non Independent Directors and Board of Directors as awhole;
Performance evaluation of the Chairman of the Company;
Evaluation of the quality of flow of information between the Management andBoard for effective performance by the Board.
The Board of Directors expressed their satisfaction with the evaluation process.
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
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 ||FY 2018-19 (Rs in lacs) ||FY 2017-18 (Rs in lacs) ||+/- in remuneration from previous year (Rs.) ||Ratio/ Times per Median of employeer emuneration |
|VASUDEV S. AGARWAL ||CMD ||2400000 ||2400000 || ||273.07/2.73 |
|BHOORSINGH B. PARIHAR ||DIRECTOR ||159030 || ||+ 159030 ||18.09/0.18 |
|MANOHARLAL I. SHARMA ||CFO ||568100 ||503100 ||+ 65000 ||64.64/0.65 |
|**KONARK PATEL ||CS ||69086 || ||+ 69086 ||7.86/0.07 |
**Konark Patel appointed on 12th October 2018 and resigned on 10thApril 2019 Median remuneration of employees was Rs. 878876/- during the year 2018-19
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 rolls of Company: 244 (Two Hundred Forty Four)as on 31st March 2019.
The remuneration paid to all Key management Personnel was in accordance withremuneration policy adopted by the Company.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the related party transactions that were entered during the financial year were inthe Ordinary course of business of the Company and were on arm's length basis. There wereno materially significant related party transactions entered by the Company with itsPromoters Directors Key Managerial Personnel or other persons which may have potentialconflict with the interest of the Company.
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
The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 as prescribed in Form AOC-2.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has laid down the set of standards processes and structure which enablesto implement internal financial control across the Organization and ensure that the sameare adequate and operating effectively. To maintain the objectivity and independence ofInternal Audit the Internal Auditor reports to the Chairman of the Audit Committee of theBoard.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with the operating systems accountingprocedures and policies of the Company. Based on the report of Internal Auditor theprocess owners undertake the corrective action in their respective areas and therebystrengthen the Control. Significant audit observation and corrective actions thereon arepresented to the Audit Committee of the Board.
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 38thAnnual General Meeting (AGM) subject to ratification of the appointment by the members atevery Annual General Meeting. The Company has received the consent from the Auditors andconfirmation to the effect that they are not disqualified to be appointed as the Auditorsof the Company in the terms of the provisions of the companies Act 2013 and the rulesmade thereunder.
Accordingly the Board of Directors had recommended the ratification of appointment ofM/s. ABHISHEK KUMAR & ASSOCIATES Chartered Accountants [FRN NO.: 130052W] as theStatutory Auditors of the Company to hold the office from the ensuing AGM till theconclusion of the next AGM on such remuneration as may be determined by the Board ofDirectors in consultation with them.
The Auditor's report to the shareholders on the standalone financials for the yearended March 31 2019 does not contain any qualification observation or adverse comment.
Statutory Auditor's Report:
The Statutory Auditors' Report on the accounts of the Company for the accounting yearended 31st March 2019 is selfexplanatory and do not call for furtherexplanations or comments that may be treated as adequate compliance of Section 134 of theCompanies Act 2013.
M/s. Kamal M. Shah & Co. Chartered Accountants Ahmedabad has been appointed asInternal Auditors of the Company. Internal Auditors are appointed by the Board ofDirectors of the Company on a yearly basis based on the recommendation of the AuditCommittee. The Internal Auditor reports their findings on the Internal Audit of theCompany to the Audit Committee on a quarterly basis. The scope of internal audit isapproved by the Audit Committee.
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 2019-20.
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 2019-20 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 2018-19 was filed within the due date. Thedue date for submission of the Cost Audit Report for the financial year 2018-19 is within180 days from 31st March 2019.
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 year2018-19 is annexed to this Annual Report as Annexure-III.
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 2019the applicable accounting standards have been followed and that no material departureshave been 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 31stMarch 2019 on 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.
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. Issue of Equity Shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS.
4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
5. 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 assist ance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theexecutives staff and workers of the Company.
| ||For and on behalf of the Board |
| ||For ANJANI SYNTHETICS LIMITED |
|PLACE : AHMEDABAD ||[VASUDEV S. AGARWAL] |
|DATE : 09.08.2019 ||CHAIRMAN & MD |
| ||DIN:01491403 |