The Directors of your company have great pleasure in presenting the Thirty Third AnnualReport together with the Audited statements of Accounts of your Company for the financialyear ended on 31st March 2017.
The summary of the company's financial performance of the Company during the financialyear 2016-17 as compared to the previous financial year 2015-16 is given below:
| || ||[Rupees in Lacs] |
|Particulars ||Financial Year 2016-17 ||Financial Year 2015-16 |
|Revenue from operations (Gross) ||37081.81 ||39537.19 |
|Less: Excise duty ||0.00 ||0.00 |
|Revenue from operations (Net) ||37081.81 ||39537.19 |
|Other income ||29.17 ||31.58 |
|Total Revenue ||37110.98 ||39568.78 |
|Expenses || || |
|(a) Cost of materials consumed ||25268.35 ||26633.15 |
|(b) Purchases of stock-in-trade ||10.25 ||5.99 |
|(c) Changes in inventories of FG WIP & Stock-in-Trade ||1083.62 ||-359.16 |
|(d) Employee benefits expense ||513.67 ||451.08 |
|(e) Finance costs ||840.44 ||1039.53 |
|(f) Depreciation and amortization expense ||602.16 ||418.23 |
|(g) Other expenses ||8299.58 ||10885.55 |
|Total Expenses ||36618.09 ||39074.37 |
|Profit/ (Loss) before tax ||492.88 ||494.40 |
|Tax expense: || || |
|(a) Current tax expense ||166.00 ||89.00 |
|(b) Deferred tax ||5.51 ||33.41 |
|(c) Prior Period Adjustment ||15.16 ||-1.72 |
|Profit / (Loss) for the year ||306.21 ||373.72 |
|Earnings per share (face value Rs.10/-) Basic & Diluted ||2.84 ||3.46 |
OPERATIONS REVIEW :
The Company's total revenue from operations during the financial year ended 31st March2017 were Rs.37110.98 Lacs as against Rs. 39568.78 Lacs of the previous year with totalexpenses of Rs.36618.09 lacs (previous year of Rs. 39074.37 lacs). The Company has madeNet Profit of Rs.306.21 Lacs as against Rs. 373.72 Lacs of the previous year afterconsidering Depreciation and Provision for Tax .
The EPS of the Company for the year 2016 - 17 is Rs.2.84. The Company is lookingforward to infuse additional working capital in the business of the Company in order tocarry out the operation of the Company smoothly.
No dividend has been recommended in respect of the financial year ended 31st March2017 and the entire surplus be ploughed back to the business to meet the needs foradditional finance for capital expenditure.
During the financial year the Company has achieved export sales of Rs.1109.53 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.
The Company has neither accepted nor invited any deposit from public falling withinthe ambit of Section 73 of the Companies Act 2013 and The Companies (Acceptance ofDeposits) Rules 2014.
During the year under review there is no change in share capital of the Company. TheAuthortised Share Capital of the Company as at 31st March 2017 stood at Rs.150000000/-and the Paid-up Equity Share Capital of the Company as at 31st March 2017 stood atRs.108010000/-. (Face value Rs.10/- each)
In terms of the provision of Section 149 of the Companies Act 2013 and Regulation17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aCompany shall have at least one Woman Director on the Board of the Company. Your Companyhas Mrs.Pooja Sharma as Woman Director on the Board of the Company since 30.05.2015 whois presently the Non-Executive Independent Director of the Company.
As per the provisions of Section 152 of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Mahavir Prasad Dalmia(DIN 02884037) being longest in theoffice shall retire at the ensuing Annual General Meeting and being eligible forre-appointment.
Pursuant to the provisions of the section 161 of the Companies Act 2013 read with theArticles of Association of the Company Mr. Govindprasad Madanchand Goyal (DIN 07642571)is appointed as an Additional Director and he shall hold office only up to the date ofthis Annual General Meeting. The Company has received a notice in writing along withrequisite deposit pursuant to section 160 of the Companies Act 2013 proposing appointmentof Mr. Govindprasad Madanchand Goyal (DIN 07642571) as a Director of the Company. Yourboard has recommended appointment of Mr. Govindprasad Madanchand Goyal (DIN 07642571) asan independent Director not liable to retire by rotation for a period of 5 years.
Details of Director seeking re-appointment as required under the Listing Regulationsare provided in the Notice forming part of this Annual Report. Their re-appointments areappropriate and in the best interest of the Company.
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
KEY MANAGERIAL PERSONNEL (KMP)
Mr. Vasudev S. Agarwal Chairman and Managing Director Mr. Manoharlal S. Sharma ChiefFinancial Officer Mr. Rushabh M. Shah Whole time company secretary of the Company are theKey Managerial Personnel as per the provisions of the Companies Act 2013
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 5 (five) Board Meetings were convened and held on30.05.2016 11.08.2016 12.11.2016 02.01.2017 and 11.02.2017. The intervening gap betweenthe two meetings was within the period prescribed under the Companies Act 2013. Thedetails of the meetings are furnished in the Corporate Governance Report which formingpart of this Annual Report.
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 2017 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.
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 hadappointed Mr. Mukesh H. Shah Practicing Company Secretary of Ahmedabad to undertake theSecretarial Audit of the Company for the financial year 2016-17. The Report of theSecretarial Audit is annexed to this Annual Report as Annexure-III.
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.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is presented in the separatesection forming part of this 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 2017 andthe date of Director's Report i.e. 14.08.2017.
LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 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 a formal Risk Management Framework for risk assessment and riskminimization which is periodically reviewed to ensure smooth operation and effectivemanagement control. The Audit Committee also reviews the adequacy of the risk managementframework of the Company the key risks associated with the business and measure and stepsin place to minimize the same.
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 year2016-17 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 on 11th February2017 inter-alia to discuss:
Performance evaluation of Non Independent Directors and Board of Directors as a whole;
Performance evaluation of the Chairman of the Company;
Evaluation of the quality of flow of information between the Management and Board foreffective 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 ||Remuneration Paid ||+/- in remuneration from previous year (Rs in lacs) ||Ratio/ Times per Median of employee remuneration |
| || ||FY 2016-17 (Rs in lacs) ||FY 2015-16 (Rs in lacs) || || |
|Vasudev S. Agarwal ||CMD ||18.00 ||18.00 ||0.00 ||517.60/5.18 |
|Manoharlal S. Sharma ||CFO ||5.20 ||5.60 ||(-0.40) ||149.53/1.50 |
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:
|a) Employed throughout the year ||: 94 |
|b) Employed for part of the year ||: 31 |
The number of permanent employees on the rolls of Company: 94 ( Ninety Four ) as on 31March 2017.
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. Nahta Jain & Associates Chartered Accountants Ahmedabad (Firm RegistrationNo. 106801W) existing Statutory Auditors has been in office for more than ten years andin compliance with the provisions of the Act the Audit Committee and the Board ofDirectors of the Company at their meetings held on 14th August 2017recommended the appointment of M/s. ABHISHEK KUMAR & ASSOCIATES. CharteredAccountants [FRN NO.: 130052W] as the Statutory Auditors (new auditors) of the Company inplace of the existing Statutory Auditors to hold office from the conclusion of theforthcoming Annual General Meeting (AGM) until the conclusion of the 38th AGM of theCompany subject to ratification by the members at every AGM. The necessary resolution isbeing placed before the shareholders for approval.
The new Auditors have confirmed their eligibility to the effect that their appointmentif made would be within the prescribed limits under the Act and that they are notdisqualified for appointment.
The Auditor's report to the shareholders on the standalone and consolidated financialsfor the year ended March 31 2017 does not contain any qualification observation oradverse comment.
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.
Your Company has appointed M/s. Kiran J. Mehta & Co. Cost Accountants Ahmedabadas Cost Auditor of the Company to audit the cost accounts for the financial year 2017-18.
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 2017-18 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 2015-16 was filed within the due date. Thedue date for submission of the Cost Audit Report for the financial year 2016-17 is within180 days from 31st March 2017.
Statutory Auditor's Report:
The Statutory Auditors' Report on the accounts of the Company for the accounting yearended 31st March 2017 is self-explanatory and do not call for furtherexplanations or comments that may be treated as adequate compliance of Section 134 of theCompanies Act 2013.
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 2017the 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 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 2017 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 assistance 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. || |
|DATE: 14.08.2017 || |
| ||[VASUDEV S. AGARWAL] |
| ||DIN: 01491403 |
| ||CHAIRMAN & MD |