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Banswara Syntex Ltd.

BSE: 503722 Sector: Industrials
NSE: BANSWRAS ISIN Code: INE629D01012
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OPEN 87.15
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VOLUME 616
52-Week high 101.40
52-Week low 50.00
P/E 3.32
Mkt Cap.(Rs cr) 149
Buy Price 87.05
Buy Qty 100.00
Sell Price 88.50
Sell Qty 10.00
OPEN 87.15
CLOSE 88.95
VOLUME 616
52-Week high 101.40
52-Week low 50.00
P/E 3.32
Mkt Cap.(Rs cr) 149
Buy Price 87.05
Buy Qty 100.00
Sell Price 88.50
Sell Qty 10.00

Banswara Syntex Ltd. (BANSWRAS) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 43rd Annual Report of the Companytogether with the Audited Financial Statements for the Financial Year ended 31stMarch 2019.

Financial Results

The summary of financial performance of the Company for the year ended 31stMarch 2019 is hereunder:-

( Rs. in Lakhs)
Financial review Current year 2018-19 Previous year 2017-18
Gross Income 135093 129508
Net Income 135093 129299
Profit before interest depreciation & tax 13361 12756
Profit before depreciation & tax 7721 6843
Less: Depreciation 5487 5757
Profit before tax 1951 1086
Tax Expenses -464 295
Profit after Tax 2414 792
Other comprehensive Income 222 194
Total comprehensive Income 2636 985
Dividend on Equity Shares (for 2018-19 proposed) 171 171
Tax on Dividend 35 35
Earnings per share (Rs.) : Basic 14.11 4.63
Diluted 14.11 4.63

Operations & state of affairs

The production of yarn during 2018-19 has been 309 lakh kilograms as against 298 lakhkilograms during 2017-18 while the production of fabric was 284 lakh meters during2018-19 as against 349 lakh meters during 2017-18. The garment production has increased by4.31% from 39.42 lakh pieces to 41.12 lakh pieces over the period.

Your Company’s net income from operations during 2018-19 has been Rs. 1351crore as against Rs. 1293 crore during 2017-18 up by 4.49%.

The profit before interest depreciation and tax (PBIDT) during 2018-19 is marginallyhigher than Rs. 134 crore as against Rs. 127 crore during 2017-18. The profit beforedepreciation and tax (PBDT) has been Rs. 77 crore as against Rs. 68 crore during 2017-18.

The Company started claiming deduction u/s 80IA of the Income Tax Act 1961 on itsincome from Thermal Power Plant in books of accounts from the year 2018-19. The post taxnet profit of the Company during 2018-19 was Rs. 26.36 crore.

The basic and diluted EPS for the year 2018-19 works out to Rs.14.11 as against Rs.4.63 for the year 2017-18.

Your Company has charged depreciation on property plant and equipment as per theprovisions of Schedule II of the Companies Act 2013.

There has been no change in the nature of Company’s business during the year as itcontinues to remains in the business of manufacturing and marketing of textile products.

Material changes and commitments if any affecting the financial position of theCompany from the end of the Financial Year till the date of this Report

There has been no material change and commitment affecting the financial performanceof the Company which occurred between the end of the financial year of the Company towhich the financial statements relate and till the date of this report during the yearthe company continues in the business of manufacturing and marketing of the textileproducts.

The Company has prepared its Financial Statements as per applicable provisions ofIND-AS (Indian Accounting Standards) for the year 2018-19.

Exports

During the year under report the export turnover of the Company has been Rs. 581 croreas against Rs. 570 crore during 2017-18. The share of export turnover in the net incomefor the year 2018-19 has been maintained at 43%.

During the year under report the Company’s marketing as well as design anddevelopment teams continued to participate in the international trade fairs and meetingswith the customers abroad for regular feedback of market trends demand etc. in theinternational market.

Transfer to Reserves

We propose to transfer Rs. 10 Crores to General reserve on account of declaration ofDividend.

Dividend

Your Directors are please to recommend dividend of Rs. 1/- per equity share i.e. @10%(previous year Rs. 1/- per share) for the financial year 2018-19. The total dividendpayout on equity shares if approved by the shareholders for the year will absorb Rs. 1.71crore (previous year - Rs. 1.71 crore) with outgo of Rs. 0.35 crore by way of tax ondividend (previous year- Rs. 0.35 crore).

The Company has transferred unclaimed dividend amount up to the year 2010-11 to theInvestor Education and Protection Fund (IEPF).

Share capital

There has been no change in share capital of the Company during the year 2018-19.

Expansion Diversification and Modernization

During the year under review the Company invested

Rs. 18.23 crore (previous year- Rs. 33.44 crore) for modernization of its productioncapacities. The capital-work-in-progress at

Rs. 0.01 crore (previous year Rs. 5.36 crore) and advances to capital goods’suppliers aggregated Rs. 1.06 crore (previous year Rs. 2.11 crore) at the end of theperiod.

The total production capacity of the Company as at 31st March 2019for yarn is 158632 ring spindles including 21120 spindles for worsted yarn spinning 448Air Jet spindles 405 shuttle less looms 34 Air Jet jacquard looms 10 stenters withprocessing capacity of 5 million meters per month and 4.09 lakhs pieces of garments permonth.

Subsidiaries Joint Ventures and Associates

InaccordancewiththeGeneralCircularissuedbytheMinistry of Corporate Affairs Governmentof India the Balance Sheet Statement of Profit and Loss and other documents of JointVenture Company viz. Tesca Textiles & Seat Components (India) Pvt. Ltd. (formallyKnown as Treves Banswara Private Limited) are not being attached with the Annual Reportof the Company. However pursuant to provisions of Section 129 of the Companies Act 2013the financial information of the Joint Venture Company is disclosed in the Annual Reportin compliance with the provisions of the said circular. The Company will make availablethe Annual Financial Statements of the Joint Venture Company and the related detailedinformation to any member of the Company who requests for the same. The Annual FinancialStatements of the Joint Venture Company will also be kept open for inspection at theRegistered Office of the Company. The Consolidated Financial Statements for financial yearended 31st March 2019 presented by the Company include the FinancialStatements of its Joint Venture Company.

Pursuant to the first proviso to Section 129(3) of the Companies Act 2013 and Rules 5and 8(1) of the Companies (Accounts) Rules 2014 the salient features of the financialstatements performance and financial position of the Joint Venture Company in Form AOC-1is furnished in Annexure- I to this Report.

The Company has framed a policy for determining Material Subsidiaries which has beenuploaded on the Company’s website viz: http://www.banswarasyntex.com/wp-content/uploads/2019/05/MATfiSUBfiPOLICY.pdf

Subsidiary

The Company had no subsidiary Company during the year.

Joint Venture

Your Company holds 50% of the paid up share capital of Joint Venture Company TescaTextiles & Seat Components (India) Pvt Ltd (formally Known as Treves Banswara PrivateLimited). The balance 50% of share capital is held by Tesca Textiles & SeatsComponents France.

During the financial year 2018-19 Tesca Textiles & Seat Components (India) Pvt.Ltd. (formally Known as Treves Banswara Private Limited) produced 3.53 Lakh meters ofLaminated Fabric and 22334 pieces of Embossed Panel parts and Flex. Total turnover of thisJV Company during the financial year 2018-19 was Rs. 2139.67 lakhs (previous year Rs.2506.04 lakhs) with net profit of Rs. 63.67 lakhs as against Rs. 101.28 lakhs inthe previous year.

Associates

The Company had no Associate Company during the year.

Consolidated Financial Statements

In accordance with IND-AS 110 on Consolidated Financial Statements read with IND-AS 28on Accounting for Investments in Associates & Joint Venture and also as per Section129 of the Companies Act 2013 the audited Consolidated Financial Statements arefurnished in the Annual Report.

Thermal Power Plant

Both units of the Captive Thermal Power Plant (33 MW) are working satisfactorily. YourCompany is meeting its requirements of coal from domestic sources as well through imports.

Finance

During the year 2018-19 your Company obtained disbursements of long term loans of Rs.5.19 crore from Union Bank of India for acquisition of fixed assets and meeting workingcapital requirements. The repayments of term loans made during the year aggregated Rs.58.69 crore. The Company’s bankers have been providing need-based working capitalassistance after review of its requirements from time to time.

Contribution to Exchequer

During the year your Company contributed Rs. 16.73 crore to the Government Exchequerby way of Goods & Services Tax Income Tax Dividend Distribution Tax and otherpayments.

Management Discussion & Analysis Report

In accordance with Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred as"SEBI’s Listing Regulations") the Management Discussion and AnalysisReport gives details of the overall industry structure developments performance andstate of affairs of the Company’s business and other material developments during theFinancial Year 2018-19 the report which forming an integral part of this Report isAnnexed as Annexure-II.

Corporate Governance

The Company has been consistently endeavoring to adhere the corporate governanceguidelines and best practices sincerely and discloses the same transparently. The Board isconscious of its inherent responsibility to disclose timely and accurate information onthe Company’s operations performance material corporate events as well as on theleadership and governance matters relating to the Company. Your Company has complied withthe requirements of SEBI’s Listing Regulations regarding Corporate Governance. Areport on the Corporate Governance practices and the Auditors’ Certificate oncompliance of mandatory requirements thereof the report which forming an integral part ofAnnual Report and is annexed to this report as

Annexure-III. Fixed Deposits

As per the provisions of the Companies Act 2013 the Company accepts fixed depositsfrom members of the Company as approved by the shareholders in their meeting held on 27thAugust 2016. During the year 2018-19 the Company accepted deposits of Rs. 667 lakhsmade payments of Rs. 379 lakhs and had such deposits aggregating standing

Rs. 3143 lakhs as on 31st March 2019 as against the opening balance of Rs.2855 Lakhs. There has been no default in repayment of deposits or payment of interestthereon no deposit was unclaimed or matured but not paid as on 31st March2019. The Company has duly complied with the provisions of the Companies (Acceptance ofDeposits) Rules 2014.

The Company has obtained Credit Rating for Fixed deposits from CRISIL Rating Agency andalso opened the Fixed Deposits Repayment Reserve Account with a schedule Bank for fixeddeposits maturing during the financial year 2019-20.

Corporate Social Responsibility Initiatives

As a part of its initiatives under "Corporate Social Responsibility" theCompany has framed Corporate Social Responsibility Policy (CSR Policy) in terms of whichthe Company has undertaken projects in the areas of environment women and childrenempowerment health care etc. These projects are in accordance with Schedule VII of theCompanies Act 2013.

As required under Section 134 (3) (o) and Rule 9 of the Companies (Corporate SocialResponsibility) Rules 2014 the Annual Report on CSR activities forming part of theDirectors’ Report is annexed as Annexure-IV.

Risk Management

Pursuant to Regulation 17(9) of the SEBI’s Listing Regulation 2015 the Companyhas laid down a robust risk management framework to inform the Board about the riskassessment and minimization procedures undertaken by the Company. The risk managementframework is designed to identify evaluate and assess business risks and their impact onCompany’s business. The risk assessment and minimization procedures are reviewed bythe Board periodically to ensure that executive management controls risk through themechanism of a properly defined framework. The framework is aimed at creating andprotecting stakeholder value by minimizing threats and losses and identifying andmaximizing opportunities.

Internal Control System and its adequacy

The Company has adequate Internal Financial Control System commensurate with the sizescale and complexity of its operations to maintain the objectivity and independence ofthe audit the Chief Internal Auditor reports to the Audit Committee of the Board. Theinternal control system and its adequacy have been audited by M/s Kalani & Co areputed firm of Chartered Accountants Jaipur.

The Audit Committee of the Board of Directors actively reviews every quarter theadequacy and effectiveness of the internal control systems and suggests improvements itnecessary to strengthen the same. The Company has a robust Management Information Systemwhich is an integral part of the financial control mechanism.

The Internal Audit Department monitors and evaluates the eficacy and adequacy ofinternal financial control system in the Company its compliance with the operatingsystems accounting procedures and policies safeguarding of its assets prevention anddetection of frauds errors in reporting mechanisms accuracy and completeness of theaccounting records and timely preparation of accurate and reliable financial disclosuresabout the Company. Based on the reports of the internal auditors the process ownersundertake corrective actions in their respective areas and thereby strengthen thecontrols. Report on major observation of internal auditors and action taken thereon isregularly reported to Audit Committee and discussion on a quarterly basis.

Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a mechanismto its Directors and employees to report their concerns about unethical behavior actualor suspected trend in adherence to the Company’s Code of Conduct during the year nosuch event was reported about any variances and violation of the policy. It also providesfor adequate safeguards against the victimization of employees who avail of the mechanismand allows direct access to the chairperson of the Audit Committee in exceptional cases.The details of the policy are explained in the Corporate Governance Report and also postedon website of the Company at http://www.banswarasyntex.com/wp-content/uploads/2019/05/VIGILfi MECHfiWBfiPOLICY.pdf

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has zero tolerance policy towards sexual harassment of women at workplaceand has adopted a formal Policy on Prevention Prohibition and Redressal of sexualharassment of Women at workplace in line with the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules framedthereunder.

The Company has not received any complaint on sexual harassment of women at work placeduring the financial year 2018-19.

Directors a) Retirement by rotation and subsequent reappointment:

Shri Shaleen Toshniwal Joint Managing Director of the Company is liable to retire byrotation at the ensuing AGM pursuant to the provisions of Section 152 of the CompaniesAct 2013 read with the Companies (Appointment and Qualifications of Directors Rules 2014and being eligible offers himself for re appointment. The Brief profile of Shri ShaleenToshniwal together with other related information required under Regulation 36 of theSEBI’s Listing Regulations has been furnished in the Notice convening the 43rd AGMof your Company.

b) Continuation / Re-Appointment of Independent Directors:

• Securities and Exchange Board of India has amended the SEBI’s ListingRegulations on 9th May 2018 and inserted a new sub-regulation (1A) after theexisting Sub-regulation (1) of Regulation 17 namely- "No listed entity shallappoint a person or continue the directorship of any person as a non-executive directorwho has attained the age of seventy five years unless a special resolution is passed tothat effect in which case the explanatory statement annexed to the notice for such motionshall indicate the justification for appointing such a person.

" According to this sub-regulation listed entity shall not appoint a person orcontinue directorship of any person as a non-executive Director who has attained the ageof 75 years unless a special resolution is passed to that effect. Since Shri J. M. Mehta(DIN: 00847311) Independent Director of the Company has attained the age of Seventy Sevenyears for which shareholders’ approved and passed Special Resolution dated 29th April2019 by way of postal ballot for continuation of his current term w.e.f. 1stApril 2019 till the end of current tenure i.e. up to the 26th October 2021.

• The term of office of Dr. Vaijayanti Ajit Pandit as an Independent Director isexpiring on 11th November 2019. The Board of Directors based on performanceevaluation of the above Independent Director recommends her re-appointment to theshareholders for second term of five (5) consecutive years commencing from 12thNovember 2019. Brief profile of Dr. Vaijayanti Ajit Pandit and other related informationrequired under Regulation 36 of the SEBI’s Listing Regulations have been furnished inthe Notice convening the 43rd AGM of your Company.

In the opinion of the Board Dr. Vaijayanti Ajit Pandit fulfills the conditionsspecified in Companies Act 2013 read with the Schedules and Rules issued thereunder aswell as SEBI’s Listing Regulations and are independent from Management.

Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors proposed to re-appoint Dr. Vaijayanti Ajit Pandit as an independent directorfor a second term of five years is proposed at the ensuing AGM for the approval of theMembers by way of special resolution.

Key Managerial Personnel

During the Financial Year 2018-19 Shri R.L. Toshniwal Chairman of the company and theBoard passed away on 21st February 2019. The directors placed it on recordtheir heartfelt condolence and appreciation for his dedicated foresight and stewardshipservices during his tenure to nurturing the company to its current sound financialstanding.

Approval of shareholders is also being sought for the Appointment of Shri Rakesh MehraWhole Time Director as Chairman of the company with effect from 30th May 2019for his remaining tenure i.e. up-to 31st December 2020 which the Boardrecommends.

Declaration of Independent Directors

All Independent Directors have furnished declarations to the effect that they meet thecriteria of independence as laid down in Section 149 (6) of the Companies Act 2013 andRegulation 16 of the SEBI’s Listing Regulations.

Board Evaluation

Pursuant to the provisions of Section 134 of Companies Act 2013 and SEBI’sListing Regulations the Board has adopted a formal performance evaluation of the Boardits Committees and Individual Directors including the Chairman and executive Directors.The exercise was carried out during the year through a structured evaluation processstarting with a questionnaire sent to all Directors followed by discussions in specificmanner covering various level and aspects such as composition of the Board and itsCommittees effectiveness of the process and actual functioning etc.

The performance of individual Director was reviewed on the basis of criteria such asthe contribution of the individual Director in the Board and Committee meetings.Performance of non Independent Directors and the Board as a whole was evaluated in aspecifically convened meeting of Independent Directors followed by deliberations inNomination and Remuneration Committee meeting taking into account the views of theExecutive Directors.

Separate exercises were carried out to evaluate the performance of individualDirectors including the Chairman and Whole Time Directors on specific parameters such asattendance contribution independent judgment safeguarding the interest of minorityshareholders etc in the specifically convened meetings of Independent Directors andNomination and Remuneration Committee after taking into account the views of the ExecutiveDirectors before consideration by the Board. The Chairpersons of the respectiveCommittees shared their reports with the Board. The Directors express their satisfactionon implementation of evaluation process.

Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for appointment of Directors Key Managerial personnel and SeniorManagement Personnel as also their remuneration.

The Nomination and Remuneration Policy is explained in the Corporate Governance Reportand also posted on the website of the Company at http://www.banswarasyntex.com/wp-content/uploads/2019/05/NOMINATIONfiPOLICY. pdf

Familiarization Programme of the Independent Directors

The Familiarization programme for the Independent Directors was conducted twice duringthe year 2018-19 and also posted on the website of the Company at http://www.banswarasyntex.com/wp-content/uploads/2019/05/ FamfiPrgfiIDfi1819.pdf.

Related Party Transactions

All related party transactions executed during the financial year 2018-19 were carriedout on an Arm’s Length basis and/or carried out in the ordinary course of business.Details of all related party transactions are reported to the Audit Committee for scrutiny/ review and reference to Board for approval. The particulars of the contracts orarrangements entered into with related parties referred to in sub section (1) of Section188 of the Companies Act 2013 are indicated in Form AOC-2 which forms part of this reportas Annexure-V.

Board Meetings

Four meetings of the Board of Directors were held during the financial year i.e. on 30thMay 2018 13th August 2018 14th November 2018 and 11thFebruary 2019. Frequency and quorum etc. at these meetings were in conformity with theprovisions of the Companies Act 2013 the SEBIs Listing Regulations and all applicablemandatory Secretarial Standards issued by the Company Secretaries of India details arefurnished in Corporate Governance Report annexed to this report as Annexure-III.

Audit Committee

In accordance with the requirement of Section 177 of the Companies Act 2013 andprovisions of Regulation 18 of SEBI’s Listing Regulations the Board has constitutedthe Audit Committee which comprises 4 (Four) Members viz. Shri P. Kumar (Chairman) ShriKamal Kishore Kacholia and Dr. S.B. Agarwal Independent Directors and Shri Ravindra KumarToshniwal Managing Director.

The composition role functions and powers of the Audit Committee are in accordancewith the applicable laws and provisions of the SEBI’s Listing Regulations and detailsare furnished in Corporate Governance Report annexed to this report as Annexure-III.

Auditors

Statutory Auditor

M/s K. G. Somani & Co. Chartered Accountants New Delhi (Firm Registration No.006591N) were appointed as Statutory Auditors of the Company for 5 years i.e. from 2017-18to 2021-22 by the shareholders at their meeting held on 14th September 2017.Accordingly they hold office as the Auditors of the Company until the conclusion of the46th Annual General Meeting. They have furnished a Certificate to the effectthat they fulfill the requirements under the provisions of the Sections 139 and 141 of theCompanies Act 2013 read with Companies (Audit and Auditors) Rules 2014.

The Ministry of Corporate Affairs vide its notification dated 07th May2018 has dispensed with the requirement of Ratification of Auditors appointment by theshareholders every year. Hence the resolution relating to ratification of AuditorsAppointment is not included in the notice of the ensuing Annual General Meeting.

As regards the Statutory Auditors’ observations the relevant Notes on SignificantAccounting Policies Notes on Accounts and other disclosures are self-explanatory andtherefore do not call for any further comments except in the matter of non-payment ofCustom Duty of Rs. 313.38 Lakhs for which the matter is under appeal before CESTATAhmedabad and at Rajasthan High Court Jodhpur and non-payment of Income Tax of Rs. 664.88Lakhs for which the matter is under appeal with CIT (Appeals) Udaipur. These liabilitieswill be met if necessary on final decision of the respective Appellate Authorities.

Tax Auditor

As per the requirement of Section 44AB of the Income Tax Act 1961 M/s Kalani &Company Chartered Accountants (Registration No. 000722C) Jaipur were appointed as TaxAuditors of the Company for the financial year 2018-19. M/s Kalani & Companyhas been re-appointed for the financial year 2019-20 and their remuneration fixed as perthe recommendation of the Audit Committee.

Cost Auditor

The Company has re-appointed M/s K.G. Goyal & Company Cost Accountants(Registration No. 000017) Jaipur as Cost Auditors of the Company for the financial year2019-20. They have furnished a Certificate to the effect that their appointment if madewould be in accordance with the provisions of Section 148 of the Companies Act 2013 readwith Companies (Audit and Auditors) Rules 2014.

As required under the Companies Act 2013 a resolution seeking members’ratification for the remuneration payable to the Cost Auditor forms part of the Noticeconvening the Annual General Meeting.

The Companies (Accounts) Amendment Rule 2018 mandate the Company to disclosemaintenance of cost records as specified by the Central Government under sub-section (1)of Section 148 of the Companies Act 2013 and accordingly such accounts and records arePrepared and maintained by the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of the Managerial Personnel) Rules 2014 the Company hadappointed M/s V.M. & Associates Company Secretaries (FRN: P1984RJ039200) Jaipur toundertake the secretarial audit of the Company for the financial year ended 31stMarch 2019. The report of the Secretarial Audit or is annexed as Annexure-VI. Asregards the auditors’ observations these are self-explanatory and do not call forany comments.

On the recommendation of the Audit Committee the Board of Directors has re-appointedM/s V.M. & Associates as Secretarial Auditors to carry out secretarial audit for thefinancial year 2019-20 also.

Particulars of loans given investments made guarantees given and security provided

The company has not given any Loans nor furnished any guarantees and also not made anyinvestments covered under Section 186 of the Companies Act 2013.

Energy conservation technology absorption & foreign exchange earnings and outgo

Information pursuant to the provisions of Section 134 (3) of the Companies Act2013read with Rule 8 of the Companies (Accounts) Rules 2014 in relation to conservation ofenergy consumption technology absorption foreign exchange earnings and outgo is annexedand marked as Annexure-VII which forms part of this report.

Insurance

All the properties of the Company including buildings plant and machinery and stockshave been adequately insured.

Dematerialization of shares

In pursuance of SEBI /Stock Exchange directions your Company has offered demat optionto its esteemed shareholders so as to enable them to trade the shares in the demat form.In response 98.36% shares have been converted into demat form up to 31stMarch 2019 The stock code number in NSDL and CDSL for equity shares of the Company isISIN – INE 629D01012.

Particulars of employees

During the year under report the relations between the Company’s management andstaff/workers continued to remain cordial. The Directors place on record their deepappreciation of the devoted services of the workers staff and executives.

The information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014pertaining to the employees is annexed to this report as

Annexure–VIII.

Further pursuant to Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the relevant statement is annexed to this report as Annexure–IX.

Significant and material orders passed by the Regulators or Courts.

There have been no significant or material orders passed by the Regulators orCourts/Tribunals during the year under report that would impact the going concern statusof the Company and its future operations.

Extract of Annual Return

An extract of Annual Return for the financial year ended 31st March 2019 asrequired under Section 92(3) of the Companies Act 2013 in Form MGT-9 is annexed to thisreport as Annexure-X.

Directors’ responsibility statement

As required under Section 134 (5) of the Companies Act 2013 with respect toDirectors’ Responsibility Statement it is hereby confirmed that.

(a) In the preparation of the annual accounts for the year ended 31st March2019 the applicable Accounting Standards have been followed and there are no materialdepartures from the same. (b) The Directors have selected such Accounting Policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at 31stMarch 2019 and of the profit of the Company for the year ended on that date.

(c) The Directors have 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 frauds and otherirregularities.

(d) The Directors have prepared the annual accounts of the Company for the year on a"going concern" basis. (e) The Directors have laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and have been operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and have been operatingeffectively

Acknowledgments

Your Directors wish to express their gratitude for the guidance and co-operationreceived from the financial institutions banks various Central & State GovernmentDepartments and Customers and Suppliers during the year under report. The Directorsparticularly wish to acknowledge and place on record the continuous support and guidanceof all the shareholders and more importantly for the confidence reposed in theCompany’s management.

For and on behalf of the Board
Banswara Syntex Limited
Place: Mumbai Rakesh Mehra
Dated: 30th May 2019 CHAIRMAN
DIN: 00467321