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Banswara Syntex Ltd.

BSE: 503722 Sector: Industrials
NSE: BANSWRAS ISIN Code: INE629D01012
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OPEN 228.00
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VOLUME 7877
52-Week high 255.85
52-Week low 82.15
P/E 9.21
Mkt Cap.(Rs cr) 386
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OPEN 228.00
CLOSE 223.20
VOLUME 7877
52-Week high 255.85
52-Week low 82.15
P/E 9.21
Mkt Cap.(Rs cr) 386
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Banswara Syntex Ltd. (BANSWRAS) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 44th Annual Report of the Companytogether with the Audited Financial Statements for the FinancialYear ended 31stMarch 2020.

Financial Results

The summary of financial performance of Company for the year ended 31stMarch 2020 is hereunder:-

(Rs in Lakhs)

Particulars Current year 2019-20 Previous year 2018-19
Revenue from Operation 128950 135093
Other Income 1287 1358
Total Revenue 130237 136451
Profit before interest depreciation & tax 15750 13078
Less: Depreciation 5120 5487
Profit before tax 5757 1951
Tax Expenses (419) (463)
Profit after Tax 5338 2414
Other comprehensive Income (55) 222
Total comprehensive Income 5283 2636
Dividend on Equity Shares 257 171
Tax on Dividend 53 35
Earnings per share (Rs) : Basic 31.19 14.11
Diluted 31.19 14.11

Operations & State of Affairs

The production of yarn and fabric during 2019-20 has been 310 lakh kilograms and 269Lakh meters as against 309 lakh kilograms and 284 Lakh meters during 2018-19 the garmentproduction has decreased by 7.12% from 41.12 lakh pieces to 38.19 lakh pieces over theperiod. Your Company's net income from operations during 2019-20 has been Rs 1289 crore asagainst Rs 1351 crore during 2018-19 decreased by 4.59%.

The profit before interest depreciation and tax (PBIDT) during 2019-20 is marginallyhigher than Rs 157 crore as against Rs 131 crore during 2018-19. The profit beforedepreciation and tax (PBDT) has been Rs 109 crore as against Rs 74 crore during 2018-19.The Net Profit at Rs 52.83 Crores is more than double of the year 2018-19.

The basic and diluted EPS for the year 2019-20 works out to Rs 31.19 as against Rs14.11 for the year 2018-19.

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.

Impact of COVID-19 Pandemic

COVID-19 Pandemic has caused unprecedented economic disruption globally and in India.The Company is sensitive about the impact of the Pandemic not only on the human life buton businesses and industrial activity across the globe which will be realised only overnext few months. The Company has been monitoring the situation closely and has takenproactive measures to comply with various directions / regulations / guidelines issued bythe Government of Central and State Government and local bodies to ensure safety ofworkforce across all its plants and offices. The Company has made initial assessment ofthe likely adverse impact on economic environment in general and operational and financialrisks on account of COVID-19

The Nation-wide Lockdown (JANTA-Curfew) announced by Government of India on 22rdMarch 2020 and the State Government of Rajasthan also announced lockdown for 7 days on 23rdMarch 2020 in continuation to that the Government of India notified the first evernationwide lockdown in India to contain the outbreak of Covid-19. Due to the lockdownentire operations of the Company came to a halt w.e.f. 22nd March 2020. Theentire manufacturing activities were shut down during the lock down period as per detailsbelow:-

Unit/Location Duration (Disruption period)
Banswara 22/03/2020 to 19/04/2020 29 Days
Daman Unit 24/03/2020 to 19/04/2020 27 Days
Surat Unit 22/03/2020 to 22/04/2020 32 Days

Your Company has submitted a detailed note in respect to impact of COVID-19 on theCompany to both Stock Exchanges (BSE India Ltd. and National Stock Exchange of IndiaLtd.).

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

There has been no material change and commitment affecting the financial position ofthe Company which occurred between the end of the financial year to which the financialstatements relate and till the date of this report however in the last month of FinancialYear 2019-20 the operational activities of the company were impacted due to lockdownannounced by Government of Rajasthan/ Government of India to mitigate spreading CoronaVirus (COVID-19).

The Company has prepared its Financial Statements as per applicable provisions ofIND-AS (Indian Accounting Standards) for the year 2019-20.

Exports

During the year under report the export turnover of the Company has been Rs 551 croreas against Rs 581 crore during 2018-19. The share of export turnover in the net income forthe year 2019-20 has been 42% of the total turnover.

During the year under report the Company's marketing as well as design and developmentteams continued to participate in the international trade fairs and meetings with thecustomers abroad for regular feedback of market trends demand etc. in the internationalmarket.

Dividend

During the year the Board of Directors have declared interim dividend of Rs 1.50/- perequity share i.e. 15% at its Meeting held on 14th February 2020 and totalinterim dividend payout on equity shares was Rs 2.57 crore and with outgo of Rs 0.53 croreby way of tax on interim dividend.

During the year under review the Board of Directors has not recommended final dividendon the Equity Shares of the Company in order to comeover the resources; partially mitigatethe impact of COVID-19 pandemic.

The Company has transferred unclaimed dividend amount up to the year 2011-12 to theInvestors Education and Protection Fund (IEPF).

Share Capital

There has been no change in share capital of the Company during the year 2019-20.

Expansion Diversification and Modernization

During the year under review the Company invested Rs 6.90 crore (previous year- Rs17.98 crore) for modernization of its production capacities. The capital-work-in-progressat Rs 0.60 crore (previous year Rs 0.01 crore) and advances to capital goods suppliersaggregated Rs 1.58 crore (previous year Rs 1.06 crore) at the end of the period.

The total production capacity of the Company as at 31st March 2020 for yarnis 158632 ring spindles including 21120 spindles for worsted yarn spinning and 448 AirJet spindles 403 shuttle less looms including 32 Air Jet jacquard looms 9 stenters withprocessing capacity of 4.5 million meters per month and 4.10 lakhs pieces of garments permonth.

Subsidiaries Joint Ventures and Associates

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 viz. TescaTextiles & Seat Components (India) Pvt. Ltd. is disclosed in Form AOC-1 is furnishedin Annexure- I to this Report.

The Company will make available the Annual Financial Statements of the Joint VentureCompany and the related detailed information to any members of the Company who requestsfor the same. The Annual Financial Statements of the Joint Venture Company will also bekept open for inspection at the Registered Office of the Company. The ConsolidatedFinancial Statements for financial year ended 31st March 2020 presented by theCompany include the Financial Statements of its JointVenture Company.

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/MAT SUB POLICY.pdf

Subsidiary

The Company had no subsidiary Company during the year. Joint Venture

Your Company holds 40% of the paid up share capital of Joint Venture Company TescaTextiles & Seat Components (India) Private Limited (formally Known as Treves BanswaraPrivate Limited). Out of the Balance 60% of the Share Capital 50% of share capital isheld by Tesca Textiles & Seats Components France and 10% by kolon Glotech IndiaPrivate limited. The Company sold 10% of its shareholding to Kolon Glotech India PrivateLimited on 24th June 2020.

During the financial year 2019-20 Tesca Textiles & Seat Components (India) Pvt.Ltd. (formally Known as Treves Banswara Private Limited) produced 8.95 Lakh meters ofLaminated Fabric and 83280 pieces of Embossed Panel parts and Flex. Total turnover of thisJV Company during the financial year 2019-20 was Rs 2981.22 lakhs (previous year Rs2139.67 lakhs) with net loss of Rs 7.23 lakhs as against profits Rs 63.67 lakhs in theprevious 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 as throughimports.

Finance

During the year 2019-20 your Company obtained disbursements of long term loans of Rs2.59 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 Rs34.58 crore.

The Company's bankers have been providing need-based working capital assistance afterreview of its requirements from time to time.

Contribution to Exchequer

During the year your Company contributed Rs 30.13 crore to the Government Exchequer byway of Goods & Services Tax Income Tax Dividend Distribution Tax and otherpayments.

Management Discussion & Analysis Report

Management Discussion and Analysis Report for the year under review as stipulatedunder Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred as "SEBI's ListingRegulations") is presented in a separate section forming part of this Annual Reportand Annexed 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 with the requirements of SEBI's Listing Regulations regardingCorporate Governance. A report on the Corporate Governance along with the requiredCertificate from a Practicing Company Secretary regarding compliance of the conditions ofCorporate Governance as stipulated are 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 2019-20 the Company accepted deposits of Rs 280 lakhs madepayments of Rs 725 lakhs and had such deposits aggregating standing Rs 2698 lakhs as on 31stMarch 2020 as against the Deposite of Rs 3143 Lakhs at the beginning of the year. Therehas been no default in repayment of deposits or payment of interest thereon. No depositwas unclaimed or matured but not paid as on 31st March 2020. The Company hasduly complied with the provisions of the Companies (Acceptance of Deposits) Rules 2014.

The Company has obtained Credit Rating for Fixed deposits from ICRA and also opened theFixed Deposits Repayment Reserve Account with a schedule Bank for fixed deposits maturingduring the financial year 2020-21.

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 Company haslaid down a risk management framework to inform the Board about the risk assessment andminimization procedures undertaken by the Company. The risk management framework isdesigned to identify evaluate and assess business risks and their impact on Company'sbusiness. The risk assessment and minimization procedures are reviewed by the Boardperiodically to ensure that executive management controls risk through the mechanism of aproperly defined framework. The framework is aimed at creating and protecting stakeholdervalue by minimizing threats and losses and identifying and maximizing opportunities.

Internal Financial 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 S. K. Loonkar &Associates a reputed firm of Chartered Accountants.

The Audit Committee of the Board of Directors actively reviews in every quarter theadequacy and effectiveness of the internal control systems and suggests improvementsnecessary 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 efficacy 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 the accounting records and timely preparationof accurate and reliable financial disclosures about the Company. Based on the reports ofthe internal auditors the process owners undertake corrective actions in their respectiveareas and thereby strengthen the controls. Report on major observation of internalauditors and action taken thereon is regularly reported to Audit Committee and discussionon a quarterly basis

Vigil Mechanism/Whistle Blower Policy

In pursuant to regulation 9A (6) of SEBI (Prohibition of Insider Trading) Regulations2015 the Company has revised Whistle Blower Policy to include in its scope any instancesrelated to Insider Trading and has also provided access to the employees of the Company toreport the instances of leakage of Unpublished Price Sensitive Information or suspectedleak of Unpublished Price Sensitive Information.

The Company has established Vigil Mechanism for the directors and employees of theCompany to report serious and genuine unethical behavior actual or suspected fraud andviolation of the Company's code of conduct or ethics policy. It also provides adequatesafeguards against victimization of persons who use such mechanism and makes provisionfor direct access to the chairperson of the Audit Committee in appropriate or exceptionalcases. None of the employees of the Company has been denied access to the Audit Committee.

Shri HP Kharwal Company Secretary and Compliance Officer of the Company has beendesignated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.The Whistle Blower & Vigil Mechanism policy can be accessed on the company's websiteat http://www.banswarasyntex.com/ wp-content/uploads/ 201 9/05/VIGIL MECH WB POLICY.pdf

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

Company has zero tolerance towards sexual harassment of women at workplace and hasadopted a formal Policy on Prevention Prohibition and Redressal of sexual harassment ofWomen at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules framedthereunder. The Company has also complied with the provision relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Women at the Workplace(Prevention Prohibition and Redressal) Act 2013

The Company has not received any complaint on sexual harassment of women at work placeduring the financial year 2019-20.

Directors and Key Managerial Personnel

Retirement by rotation and subsequent re-appointment:

Shri Rakesh Mehra Whole Time Director of the Company is liable to retire by rotationat the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act 2013read with the Companies (Appointment and Qualification of Directors) Rules 2014 and beingeligible offers himself for re- appointment.The Board has decided to re-appoint him andaccordingly an agenda item has been proposed in the notice to the shareholders for theirapproval. A Brief profile of Shri Rakesh Mehra together with other related informationrequired under Regulation 36 of the SEBI's Listing Regulations has been furnished in theNotice convening the 44thAGM of your Company.

Appointment

Mr. David Vlerick (DIN: 07679476) was appointed as an additional Director by the Boardof Directors of the Company in their Meeting held on 14th February 2020 tohold office till the conclusion of ensuing Annual General Meeting. The Board recommendedhis appointment as an Independent Director.

Re-Appointment

The Shareholders in the 43rd Annual General Meeting of the Company hasre-appointed Dr. Vaijayanti Ajit Pandit as an Independent Director of the Company for afurther term of five years w.e.f. 12th November 2019 to 11thNovember 2024.

A brief resume and other information required under Regulation 36 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is included in the Notice of 44th Annual General Meeting.

The Company has formulated a policy for performance evaluation of IndependentDirectors Board Committees and individual Directors including the Chairman and executiveDirectors.

During the financial year 2019-20 there is no change in structure of Key ManagerialPersonnel.

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 complied with the Code for IndependentDirectors prescribed in Schedule IV to the Companies Act 2013. There has been no changein the circumstances affecting their status as an Independent Directors of the Company.

Board Evaluation

Pursuant to the provisions of Section 134 of Companies Act 2013 and SEBI's ListingRegulations the Board has adopted a formal performance evaluation of the Board itsCommittees and Individual Directors including the Chairman and executive Directors. Theexercise was carried out during the year through a structured evaluation process startingwith a questionnaire sent to all Directors followed by discussions in specific mannercovering various level and aspects such as composition of the Board and its Committeeseffectiveness of the process and actual functioning etc.

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 isexplained in the Corporate Governance Report and also posted on the website of the Companyat

http://www.banswarasyntex.com/wp-content/uploads/

2019/05/NOMINATION_POLICY.pdf

Familiarization Programme of the Independent Directors

The Familiarization programme for the Independent Directors was conducted twice duringthe year 2019-20 and also the details of which are hosted on the website of the Company athttp://www.banswarasyntex.com/wp- content/uploads/2020/06/Fam_Prg_ID_1920.pdf

Related party transactions

All related party transactions executed during the financial year 2019-20 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 forscrutiny / 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 2019 14th August 2019 11th November 2019 and 14thFebruary 2020. 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.

Board Level Committees

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 an AuditCommittee which comprises 4 (Four) Members viz. Shri P. Kumar (Chairman) Shri KamalKishore Kacholia and Dr. S.B. Agarwal Independent Directors and Shri Ravindra KumarToshniwal Managing Director.

The composition role functions and powers of the Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee and Corporate SocialResponsibility Committee are in accordance with the applicable laws and provisions of theSEBI's Listing Regulations and details are furnished in Corporate Governance Reportannexed 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. from2017-18 to 2021-22 by the shareholders at their meeting held on 14thSeptember 2017. Accordingly they hold office as the Auditors of the Company until theconclusion of the 46th Annual General Meeting. They have furnished aCertificate to the effect that they fulfill the requirements under the provisions of theSections 139 and 141 of the Companies Act 2013 read with Companies (Audit and Auditors)Rules 2014.

The Ministry of Corporate Affairs vide its notification dated 7th May 2018has 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 nonpayment ofCustom Duty of Rs 329 Lakhs for which the matter is under appeal before CESTAT Ahmedabadand at Rajasthan

High Court Jodhpur and non-payment of Income Tax of Rs 1407 Lakhs for which the matteris under appeal with CIT (Appeals) Udaipur. These liabilities will be met if necessaryon final decision of the respective Appellate Authorities

Secretarial Auditors

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 2020. The report of the Secretarial Audit is annexed as Annexure VI. As regards theauditors' observations these are self explanatory and do not call for any comments exceptnon filing of e-form in respect to the IEPF.

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 2020-21 also.

Cost Auditors

The Company has re-appointed M/s K.G. Goyal & Co. Cost Accountants (RegistrationNo. 000017) Jaipur as Cost Auditors of the Company for the financial year 2020-21. Theyhave furnished a Certificate to the effect that their appointment if made would be inaccordance with the provisions of Section 148 of the Companies Act 2013 read withCompanies (Audit and Auditors) Rules 2014.

As required under the Companies Act 2013 a resolution seeking members' ratificationfor the remuneration payable to the Cost Auditor forms part of the Notice convening theAnnual General Meeting.

The Companies (Accounts) Rules 2018 (as amended) mandates the Company to discloseregarding maintenance of cost records as specified by the Central Government undersub-section (1) of Section 148 of the Companies Act 2013 and accordingly such accountsand records are Prepared and maintained by the Company.

Reporting of Frauds by Auditors

During the year under review none of Auditor i.e. Statutory Auditors Cost Auditors orSecretarial Auditors has reported to the Audit Committee or the Board under Section 143(12) of the Act any instances of fraud committed against the Company by its officers oremployees the details of which would need to be mentioned in the Board's Report.

Tax Auditors

As per the requirement of Section 44AB of the Income Tax Act 1961 M/s S. B. Nagar& Associates Chartered Accountants (Registration No. 0024389N) New Delhi wereappointed as

Tax Auditors of the Company for the financial year 2019-20. M/s S B Nagar &Associates has been re-appointed for the financial year 2020-21 and their remunerationfixed as per the recommendation of the Audit Committee.

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 Act 2013read 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 98.41% shares have been converted into demat form up to 31stMarch 2020 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 as Annexure-VIII.

Further pursuant to Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the relevant statement is annexed 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 2020 asrequired under Section 92(3) of the Companies Act 2013 in Form MGT-9 is annexed asAnnexure-X.

Directors' responsibility statement

As required under Section 134 (5) of the Companies Act 2013 with respect to Directors'Responsibility Statement it is hereby confirmed that:

(a) In the preparation of the annual accounts for the year ended 31st March2020 the applicable Accounting Standards had been followed and there are no materialdepartures from the same.

(b) The Directors have 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 as at 31st March 2020 and ofthe 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 ona"going concern" basis.

(e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and have been operatingeffectively.

(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.

Acknowledgements

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 the Company'smanagement.

For and on behalf of the Board of Directors Banswara Syntex Ltd

Place : Banswara Rakesh Mehra
Date: 12th August 2020 CHAIRMAN
DIN:00467321
Registered Office
Industrial Area Dahod Road
Post Box No. 21
Banswara-327001 (Raj.)

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