Your Directors are pleased to present the 45 Annual Report of theCompany together with the Audited Financial Statements for the Financial Year ended 31March 2021.
The summary of financial performance of Company for the year ended 31March 2021 is furnished hereunder:-
( in Lakhs)
|Particulars ||Current year ||Previous year |
| ||2020-21 ||2019-20 |
|Revenue from Operation ||78662 ||128950 |
|Other Income ||1623 ||1287 |
|Total Revenue ||80285 ||130237 |
|Prot before interest depreciation & tax (PBIDT) ||9538 ||15750 |
|Less: Interest ||3.256 ||4.872 |
|Prot Before Depreciation (PBDT) ||6282 ||10.878 |
|Less: Depreciation ||4647 ||5121 |
|Prot bef ore tax ||1635 ||5758 |
|Tax Expenses ||241 ||419 |
|Prot af ter Tax ||1394 ||5338 |
|Other comprehensive Income ||157 ||55 |
|Total comprehensive Income ||1551 ||5283 |
|Dividend on Equity Shares ||257 ||257 |
|Earnings per share (Rs.) : Basic ||8.14 ||31.19 |
|Diluted ||8.14 ||31.19 |
Operations & State of A airs
During the year 2020-21 the business operations of the Company wereadversely impacted due to Pandemic COVID-19 and consequent Lock-downs lower demand of theCompany's products paucity of orders and availability of required resources forsmooth operations of the Company. The capacity utilization in all the areas i.e. SpinningWeaving Processing and Readymade Garments was lower than the preceding financial year.This year had abnormal operational problems and therefore the performance of the year isnot comparable with the previous years.
The production of yarn and fabric during 2020-21 has been 216 lakhskilograms and 155 Lakhs meters as against 310 lakh kilograms and 269 Lakh metersrespectively during 2019-20; the garment production decreased by 58% from 38.19 lakhpieces to 16.30 lakh pieces over the period. Your Company's net income fromoperations during 2020-21 has been 787 crore as against 1289 crore during 2019-20;decreased by 39%.
The profit before interest depreciation and tax (PBIDT) during 2020-21has been 95 crore as against 157 crore during 2019-20. The profit before depreciation andtax (PBDT) has been 63 crore as against 109 crore during 2019-20. The performance of thecompany has improved quarter by quarter during this year. The Net Prot earned during theyear is 15.51 Crores as against 52.83 in 2019-20.
The basic and diluted EPS for the year 2020-21 works out to
8.14 as against 31.19 for the year 2019-20.
Your Company has charged depreciation on property plant and equipmentas per the provisions of Schedule II of the Companies Act 2013.
There has been no change in the nature of Company's businessduring the year as it continues to remains in the business of manufacturing and marketingof textile products. The Company has prepared its Financial Statements as per applicableprovisions of IND-AS (Indian Accounting Standards) for the year 2020-21.
Impact of COVID-19 Pandemic
COVID-19 Pandemic has caused unprecedented economic disruption globallyincluding India. The Company is sensitive about the impact of the Pandemic not only onthe human life but on businesses and industrial activity across the globe which might beclear by the end of financial year 2021-22. The Company has been monitoring the situationclosely and has taken pro-active measures to comply with various directions / regulations/ guidelines issued by the Central and State Government and local bodies to ensure safetyof workforce across all its plants and offices. The Company has made a realisticassessment of the likely adverse impact of COVID-19 on economic environment in generaland operational and financial risks in particular.
i) The operations of the Company which were closed due to lock-downannounced by the Government of Rajasthan / Government of India on 22 March 2020 and slowdown in operations continued to remain impacted even after the re-start of the productionactivities adversely affecting the utilization of plant capacities.
ii) The production activities remained completely stopped / shutdownfor 29 days at Banswara 27 days at Daman and 32 days at Surat during March and April2020. During this shutdown period the Company started partial production of fabric forMinistry of Defence and certain COVID-19 related products after getting the requisiteapprovals from the competent authorities.
iii) The COVID-19 outbreak and its second wave across the Globeseverely impacted the economic activity all over the World and triggered significantoutside risk to the overall Global economic outlook.
iv) During the financial y ear 2020-21 the overall capacity
utilization was as under :-
|Product ||Capacity Utilisation |
|Yarn ||60% |
|Fabric ||60% |
|Garment ||45% |
v) There was panic amongst the workers due to COVID-19 a large numberof the outside workers i.e. those not belonging to the Banswara region migrated to theirhome States. Some of the workers did not return to resume their work. Those who came backalso took considerable time return and settle down in the changed working conditions.
The Company's management earnestly believes that the impact ofCovid-19 is likely to be short term in nature. Given the severity of its impact thisfinancial year is also likely to get affected but given the measures Government'sand inherent resilience in Indian Economy next year onwards is expected to registersubstantial improvement.
Material changes and commitments if any affecting the financialposition of the Company from the end of the Financial Year till the date of this Report
There has been no material change and commitment affecting thefinancial position of the Company which occurred between the end of the financial y earto which the financial statements relate and till the date of this report. However theoperational activities of the Company were impacted during the Financial Year 2020-21 dueto lockdown announced by Government of Rajasthan/ Government of India in the wake ofspreading Corona-virus (COVID-19) the first quarter of the current year has been affectedby the second wave of Covid-19.
During the year under report the export turnover of the Company hasbeen 325 crore as against 551 crore during 2019-20. The share of export turnover in thenet income for the year 2020-21 has been 42% (same as the last year) of the totalturnover.
During the year under report the Company's marketing as well asdesign and development teams could not participate in the international trade fairs andmeetings with the customers abroad for regular feedback of market trends demand etc. inthe international market due to Pandemic COVID-19. The business operations contact withcustomers etc. was mainly through audio visual mode/contacts.
Your Directors are pleased to recommend dividend of 1.50 per equityshare i.e. @15% (previous year 1.50/- per share interim dividend) for the financial year2020-21. The total dividend payout on equity shares if approved by the shareholders forthe year will absorb 2.57crore (previous year 2.57 crore).
The Company has transferred amount of unclaimed dividends up to theyear 2012-13 to the Investors Education and Protection Fund (IEPF).
Transfer to Reserve
Your Company has transferred 10 Cores to the General
Reserve of the Company for Financial Year 2020-21.
There has been no change in share capital of the Company during theyear 2020-21 and the issued and paid up share capital of your Company is 17116042 Equityshares of 10 each on 31 March 2021.
Expansion Diversica tion and Modernization
During the year under review the Company invested 10.30 crore(previous year- 6.90 crore) for modernization of its production capacities. Thecapital-work-in-progress at 0.68 crore (previous year 0.60 crore) and advances to capitalgoods suppliers aggregated 1.31 crore (previous year 1.58 crore) at the end of the period.
The total production capacity of the Company as at 31 March 2021 foryarn is 158632 ring spindles including 21120 spindles for worsted yarn spinning and 448Air Jet spindles 403 shuttle less looms including 32 Air Jet jacquard looms 9 stenterswith processing capacity of 4.5 million meters per month and manufacturing capacity of4.10 lakh pieces of garments per month.
Subsidiaries Joint Ventures and Associates
Pursuant to the orst proviso to Section 129(3) of the Companies Act2013 and Rules 5 and 8(1) of the Companies (Accounts) Rules 2014 the salient features ofthe financial statements performance and financial position of the Joint Venture Companyviz. Tesca Textiles & Seat Components (India) Pvt. Ltd; are furnished in Form AOC-1in Annexure- I to this Report.
The Company will make available the Annual Financial Statements of theJoint Venture Company and the related detailed information to any member of the Companywho requests for the same. The Annual Financial Statements of the Joint Venture Companywill also be kept open for inspection at the Registered Office of the Company. TheCompany's Consolidated Financial Statements for financial year ended 31 March 2021include the Financial Statements of the Joint Venture Company and also the financialstatements of the joint venture are available on our website www.banswarasyntex.com.
The Company has framed a policy for determining Material Subsidiarieswhich has been uploaded on the Company's website viz:-http://www.banswarasyntex.com/wp-content/ uploads/2019/05/MAT_SUB_POLICY.pdf
The Company had no subsidiary Company during the year.
Your Company holds 40% of the paid-up Share Capital of Joint VentureCompany Tesca Textiles & Seat Components (India) Pvt. Ltd. Out of the Balance 60% ofthe Share Capital 50% of is held by Tesca Textiles & Seats Components France and 10%by Kolon Glotech India Private limited. The Company sold 10% of its shareholding to KolonGlotech India Private Limited on 24 June 2020.
During the financial year 2020-21 Tesca Textiles & Seat Components(India) Pvt. Ltd. produced 21.34 lakhs meters of Laminated Fabric and 1116257 pieces ofEmbossed Panel parts and Flex. Total turnover of this JV Company during the financial year2020-21 was 6371.30 lakhs (previous year 2981.22 lakhs) with net profit of 153.42 lak hsas against a net loss of 6.31 lakhs in the previous year.
The Company had no Associate Company during the year.
Consolidated Financial Statements
In accordance with IND-AS 110 on Consolidated Financial Statements readwith IND-AS 28 on Accounting for Investments in Associates & Joint Ventures and alsoas per Section 129 of the Companies Act 2013 the audited Consolidated FinancialStatements are furnished in this Annual Report.
Thermal Power Plant
Both units of the Captive Thermal Power Plant (33 MW) are workingsatisfactorily. During the year Company operated only one unit (most of the time) due tolower consumption of power. Your Company is meeting its requirements of coal from domesticsources as well as through imports.
During the year 2020-21 your Company obtained disbursements of loans(ECLGS 2.0 + Emergency Credit Facility COVID-19 + Term Loan) aggregating 81.11 Crore foracquisition of x ed assets and meeting working capital requirement from various Banks.
During the year 2020-21 Company has repaid term loan of 47.76 Crore.
The Company's bankers are providing need-based working capitalassistance after review of its requirements from time to time.
Contribution to Exchequer
During the year your Company contributed 11.86 crore to the GovernmentExchequer by way of Goods & Services Tax Income Tax and other statutory payments.
Management Discussion & Analysis Report
Management Discussion and Analysis Report for the year under review asstipulated under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (hereinafter referred as "SEBI'sListing Regulations") is presented in a separate section forming part of this Reportat Annexure-II
The Company has been consistently endeavoring to adhere to thecorporate governance guidelines and best practices sincerely and discloses the sametransparently. The Board is conscious of its inherent responsibility to disclose timelyand accurate information on the Company's operations performance material corporateevents as well as on the leadership and governance matters relating to the Company. YourCompany has complied with the requirements of SEBI's Listing Regulations regardingCorporate Governance. A report on the Corporate Governance along with the requiredCerticat e from a Practicing Company Secretary regarding compliance of the conditions ofCorporate Governance as stipulated are annexed to this Report as Annexure III.
As per the provisions of the Companies Act 2013 the Company acceptsoxed deposits from members of the Company as approved by the shareholders in their meetingheld on 27 August 2016. During the year 2020-21 the Company accepted depositsaggregating 587 lakhs made repayments of 320 lakhs and had such deposits aggregatingstanding 2965 lakhs as on 31 March 2021 as against the Deposits of 2698 lakhs at thebeginning of the year. There has been no default in repayment of deposits or payment ofinterest thereon. No deposit was unclaimed or tured but not paid as on 31 March 2021. TheCompany has duly complied with the provisions of the Companies (Acceptance of Deposits)Rules 2014.
The Company has obtained Credit Rating for Fixed Deposits from ICRA andalso opened the Fixed Deposits Repayment Reserve Account with a scheduled bank for x eddeposits maturing during the financial year 2021-22.
Corporate Social Responsibility Initiatives
As a part of its initiatives under "Corporate SocialResponsibility" the Company has framed Corporate Social Responsibility Policy (CSRPolicy) in terms of which the Company has undertaken projects in the areas ofenvironment women and children empowerment health care etc. These projects are inaccordance with Schedule VII of the Companies Act 2013.
As required under Section 134 (3) (o) and Rule 9 of the Companies(Corporate Social Responsibility Policy) Rules 2014 the Annual Report on CSR activitiesform part of the Board's Report as Annexure IV.
Pursuant to Regulation 17(9) of the SEBI's Listing Regulations theCompany has laid down a 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 dened framework. The framework is aimed at creating andprofitecting stakeholder value by minimizing threats and losses besides identifying andmaximizing opportunities.
Internal Financial Control System and its adequacy
The Company has adequate Internal Financial Control System commensuratewith the size scale and complexity of its operations to maintain the objectivity andindependence of the audit the Chief Internal Auditor reports to the Audit Committee ofthe Board. The Internal Financial Control System and its adequacy have been audited by M/sS. K. Loonkar & Associates a reputed orm of Chartered Accountants.
The Audit Committee of the Board actively reviews every quarter theadequacy and effectiveness of the internal control systems and suggests improvementsnecessary to strengthen the same. The Company has a Management Information System which isan integral part of the financial control mechanism.
The Internal Audit Department monitors and evaluates the e cacy andadequacy of internal financial control system in the Company its compliance with theoperating norms/parameters accounting procedures and policies for safeguarding of itsassets prevention and detection of frauds errors in reporting mechanisms accuracy andcompleteness of the accounting records and timely preparation of accurate and reliablefinancial disclosures about the Company. Based on the reports of the internal auditorsthe process owners undertake corrective actions in their respective areas and therebyensure compliances of major observations of internal auditors and action taken thereon isregularly reported to Audit Committee and discussed on a quarterly basis.
Vigil Mechanism/Whistle Blower Policy
Pursuant to Regulation 9A (6) of SEBI (Prohibition of Insider Trading)Regulations 2015 the Company has revised Whistle Blower Policy to include in its scopeany instances related to Insider Trading and has also provided access to the employees ofthe Company to report the instances of leakage of Unpublished Price Sensitive Informationor suspected leak of Unpublished Price Sensitive Information. The Company has establishedVigil Mechanism for the directors and employees of the Company to report serious andgenuine unethical behavior actual or suspected fraud and violation of the Company'scode of conduct or ethics policy. It also provides adequate safeguards againstvictimization of persons who use such mechanism and provides for direct access to thechairperson of the Audit Committee in appropriate or exceptional cases. None of theemployees of the Company has been denied access to the Audit Committee.
Shri HP Kharwal Company Secretary and Compliance Officer of theCompany has been designated as Vigilance and Ethics Officer for various matters relatedto Vigil Mechanism. The Whistle Blower & Vigil Mechanism policy can be accessed on thecompany's website at http://www.banswarasyntex.com/wp-content/uploads/2019/05/VIGIL_MECH_WB_POLICY.pdf
Disclosure under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013
The Company has zero tolerance policy towards sexual harassment ofwomen at workplace and has adopted a formal Policy on Prevention Prohibition andRedressal of sexual harassment of Women at workplace in line with the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the Rules framed thereunder. The Company has also complied with the provision relatingto the constitution of Internal Complaints Committee under the Sexual Harassment of Womenat the Workplace (Prevention Prohibition and Redressal) Act 2013 which is responsiblefor redressal of complaints related to sexual harassment.
The details of complaint on sexual harassment of women at work placeduring the financial year 2020-21 are as under:-
1. Number of complaints led during the financial year :- Nil
2. Number of complaints disposed of during the financial year :- Nil
3. Number of complaints pending as at end of the financial year :- Nil
Directors and Key Managerial Personnel
Retirement by rotation and subsequent re-appointment:
Shri Shaleen Toshniwal (DIN: 00246432) Whole Time Director of theCompany is liable to retire by rotation at the ensuing AGM pursuant to the provisions ofSection 152 of the Companies Act 2013 read with the Companies (Appointment andQualication of Directors) Rules 2014 and being eligible offers himself forre-appointment.The Board has decided to re-appoint him and accordingly an agenda itemhas been proposed in the notice to the shareholders for their approval. A brief prole ofShri Shaleen Toshniwal together with other related information required under Regulation36 of the SEBI's Listing Regulations and Secretarial Standard-2 has been furnished inthe Notice convening the 45 AGM of your Company.
Re-appointment of Independent Director
The term of officeof Shri Jagdeesh Mal Mehta as an IndependentDirector is expiring on 26 October 2021. The Board of Directors based on performanceevaluation integrity expertise and experience of Shri Jagdeesh Mal Mehta recommends hisre-appointment as Independent Director to the shareholders at ensuing 45 AGM for secondterm of five(5) consecutive years commencing from 27 October 2021 to 26 October 2026.
In the opinion of the Board Shri Jagdeesh Mal Mehta fullls theconditions specied in Companies Act 2013 read with the Schedules and Rules issued thereunder as well as SEBI's Listing Regulations and is independent from Management. Briefprole of Shri Jagdeesh Mal Mehta and other related information required under Regulation36 of the SEBI's Listing
Regulations and Secretarial Standard-2 have been furnished in theNotice convening the 45 AGM of your Company.
Continuation of Appointment of Independent Director.
Pursuant to Sub-regulation (1) of Regulation 17 of SEBI's ListingRegulations listed entity shall not appoint a person or continue directorship of anyperson as a non-executive Director who has attained the age of 75 years unless a specialresolution is passed to that effect. Since Shri Devendra Pal Garg (DIN: 00003068)Independent Director of the Company has attained the age of Seventy v e years on 24December 2021 for which the Board of Directors recommends to the shareholders atensuing 45 AGM for approval of his continuation of current term of appointment till theexpiry of his existing term i.e. up to 31 March 2024.
In the opinion of the Board Shri Devendra pal Garg fullls theconditions specied in Companies Act 2013 read with the Schedules and Rules issued thereunder as well as SEBI's Listing Regulations and is independent from Management. Briefprole of Shri Devendra pal Garg and other related information required under Regulation 36of the SEBI's Listing Regulations and Secretarial Standard-2 have been furnished inthe Notice convening the 45 AGM of your Company. During the financial year 2020-21following changes in Directors and Key Managerial Personnel has been taken place.
Appointment of Independent Director
In terms of Section 149 of the Act and SEBI's Listing Regulationsthe shareholders of the Company appointed Mr. David Vlerick (DIN: 07679476) asIndependent Directors for a period of 5 years from 14 February 2020 to 13 February 2025.The Company has received declarations from him conrming that he meet the criteria ofindependence as prescribed under Section 149(6) of the Act read with rules framedthereunder and Regulation 16(1) (b) of the SEBI's Listing Regulations. In the opinion ofthe Board Mr. David Vlerick fullls the conditions specied in Companies Act 2013 readwith the Schedules and Rules issued there under as well as SEBI's
Listing Regulations and is independent from Management.
Director Retirement by rotation in 44 AGM
Shri Rakesh Mehra (DIN: 00467321) Whole Time Director of the Companywas liable to retire by rotation at the 44 AGM pursuant to the provisions of Section 152of the Companies Act 2013 read with the Companies (Appointment and Qualiocation ofDirectors) Rules 2014 and the reappointment was approved by shareholders.
Re-Appointment all Whole Time Directors
a). Shri Rakesh Mehra (DIN: 00467321) Chairman and Whole Time Directorof the Company was re-appointed by the Shareholders through Postal Ballot on 28 December2020 for a period of three years w.e.f. 1 January 2021 to 31 December 2023.
b). Shri Ravindra Kumar Toshniwal (DIN: 00106789) Managing Director ofthe Company was re-appointed by the Shareholders through Postal Ballot on 28 December2020 for a period of three years w.e.f. 1 January 2021 to 31 December 2023.
c). Shri Shaleen Toshniwal (DIN: 00246432) Whole Time Director andJoint Managing Director of the Company was re-appointed by the Shareholders through PostalBallot on 28 December 2020 for a period of three years w.e.f. 1 January 2021 to 31December 2023. Beside the above there has no change in structure of Key ManagerialPersonnel.
Declaration of Independent Directors
All Independent Directors have furnished declarations to the effectthat they meet the criteria of independence as laid down in Section 149 (6) of theCompanies Act 2013 and Regulation 16 of the SEBI's Listing Regulations and compliedwith the Code for Independent Directors prescribed in Schedule IV to the Companies Act2013. There has been no change in the circumstances affecting their status as IndependentDirectors of the Company.
Pursuant to the provisions of Section 134 of Companies Act 2013 andSEBI's Listing Regulations the Board has adopted a procedure for formal performanceevaluation of the Board its Committees and Individual Directors including the Chairmanand Executive Directors. The exercise was carried out during the year through a structuredevaluation process starting with a questionnaire sent to all Directors covering allaspects of the working of the Board its Committees and individual directors followed bydeliberations as in the following paragraph. Separate exercises were carried out toevaluate the performance of non independent Directors including the Chairman and WholeTime Directors on specic parameters such as attendance contribution in Board andcommittee meetings independent judgment safeguarding the interest of minorityshareholders etc in the specically convened meeting of Independent Directors. TheNomination and Remuneration Committee evaluated the performance of individual Directorsbefore consideration by the Board. The Chairpersons of the respective Committees sharedtheir reports with the Board. The Board expressed their satisfaction on the implementationof evaluation process and the results thereof.
Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy for appointment of Directors Key Managerial personnel andSenior Management Personnel as also their remuneration and performance evaluations. TheNomination and
Remuneration Policy is explained in the Corporate Governance Report andalso posted on the website of the Company athttp://www.banswarasyntex.com/wp-content/uploads/ 2019/05/NOMINATION_POLICY.pdf
Familiarization Programme of the Independent Directors
The Familiarization programme for the Independent Directors wasconducted two programmes during the year 2020-21 the details of which are hosted on thewebsite of the Company athttp://www.banswarasyntex.com/wp-content/uploads/2021/05/Fam_Prg_ID_2021.pdf
Related party transactions
All related party transactions executed during the financial year2020-21 were carried out on an Arm's Length basis and/or carried out in the ordinarycourse of business.
Details of all related party transactions are reported to the AuditCommittee for scrutiny / review and reference to Board for approval. The particulars ofthe contracts or arrangements entered into with related parties referred to in sub section(1) of Section 188 of the Companies Act 2013 are indicated in Form AOC-2 which forms partof this report as Annexure V.
Four meetings of the Board of Directors were held during the financialyear i.e. on 27 June 2020 12 August 202012 November 2020 and 13 February 2021.Frequency and quorum etc. at these meetings were in conformity with the provisions of theCompanies Act 2013 the SEBIs Listing Regulations and all applicable mandatorySecretarial Standards issued by the Institute of Company Secretaries of India details arefurnished in Corporate Governance Report annexed to this report as Annexure III. Aseparate meeting of Independent Directors was held on 12 August 2020.
Board Level Committees
The composition no. of meetings role functions and powers of theAudit Committee as also those of Nomination and Remuneration Committee StakeholdersRelationship Committee and Corporate Social Responsibility Committee constituted by theBoard are in accordance with the applicable laws and provisions of the SEBI's ListingRegulations and details in respect thereof are furnished in Corporate Governance Reportannexed to this report as Annexure III.
M/s K. G. Somani & Co. Chartered Accountants New Delhi (FirmRegistration No. 006591N) were appointed as Statutory Auditors of the Company for 5 yearsi.e. from the FY 2017-18 to FY 2021-22 by the shareholders at their meeting held on 14September 2017. Accordingly they hold office as the Auditors of the Company until theconclusion of the 46 Annual General Meeting. They have furnished a Certicat e to theeffect that they fulll the requirements under the provisions of the Sections 139 and 141of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014.
The Ministry of Corporate A airs vide its notification dated 07 May2018 has dispensed with the requirement of Ratication of Auditors appointment by theshareholders every year. Hence the resolution relating to ratication of AuditorsAppointment is not included in the notice of the ensuing Annual General Meeting. Asregards the Statutory Auditors' observations the relevant Notes on Signicant Accounting Policies Notes on Accounts and other disclosures are self-explanatory andtherefore do not call for any further comments except (i) in the matter of non- paymentof Custom Duty of 344 lakhs for which the matter is under appeal before CESTAT Ahmedabadand at Rajasthan High Court Jodhpur and (ii) non-payment of Income Tax of 1402 Lakhs forwhich the matter is under appeal with CIT (Appeals) Udaipur. These liabilities will bemet if necessary on nal decision of the respective Appellate Authorities.
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of the Managerial Personnel) Rules 2014the Company had appointed M/s V.M. & Associates Company Secretaries (FRN:P1984RJ039200) Jaipur to undertake the secretarial audit of the Company for the financialyear ended 31 March 2021. The report of the Secretarial Audit is annexed as AnnexureVI. The auditors' observations are self-explanatory and do not call for any comments.
On the recommendation of the Audit Committee the Board of Directorshas re-appointed M/s V.M. & Associates as Secretarial Auditors to carry outsecretarial audit for the financial year 2021-22 also.
The Company has re-appointed M/s K.G. Goyal & Co. Cost Accountants(Registration No. 000017) Jaipur as Cost Auditors of the Company for the financial year2021-22. They have furnished a Certiocate 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 and Companies (Cost Records and Audits)Rules 2014.
As required under the Companies Act 2013 a resolution seekingmembers' ratication for the remuneration payable to the Cost Auditor forms part ofthe Notice convening the Annual General Meeting.
The Companies (Accounts) Rules 2018 (as amended) mandate the Companyto disclose regarding maintenance of cost records as specied by the Central Governmentunder sub-section (1) of Section 148 of the Companies Act 2013 it is conrmed that Suchaccounts and records are prepared and maintained by the Company.
Reporting of Frauds by Auditors
During the year under review none of the Auditor i.e. StatutoryAuditors Cost Auditors or Secretarial Auditors have reported to the Audit Committee orthe Board under Section 143 (12) of the Act any instance of fraud committed against theCompany by its Officers or employees the details of which would need to be mentioned inthe Board's Report.
As per the requirement of Section 44AB of the Income Tax Act 1961 M/sC B V & ASSOCIATES LLP Chartered Accountants (Registration No. W100636) Mumbai havebeen appointed for the financial year 2021-22 and their remuneration x ed as per therecommendation of the Audit Committee.
Particulars of Loans given Investments made
Guarantees given and Security provided
During the year the Company has not given any Loans nor furnished anyguarantees or provided any security and also not made any investments covered underSection 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 theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in relationto conservation of energy consumption technology absorption foreign exchange earningsand outgo is annexed and marked as Annexure VII which forms part of this report.
All the properties of the Company including buildings plant andmachinery and stocks have been adequately insured.
Dematerialization of Shares
In pursuance of SEBI /Stock Exchange directions your Company hasoffered demat option to its esteemed shareholders so as to enable them to trade the sharesin the demat form. In response 98.44% shares have been converted into demat form up to 31March 2021 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'smanagement and sta /workers continued to remain cordial. The Directors place on recordtheir deep appreciation of the devoted services of the workers sta and executivesparticularly during the Pandemic. The information pursuant to Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure VIII.
Further pursuant to Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the relevant statement is annexed as AnnexureIX.
Significant and Material Orders passed by the Regulators or Courts
There have been no significant or material orders passed by theRegulators or Courts/Tribunals during the year under report that would impact the goingconcern status of the Company and its future operations.
An Annual Return for the financial year ended 31 March 2021 asrequired under Section 92(3) of the Companies Act 2013 has posted on website of theCompany and can be accesses at https://www.banswarasyntex.com/wp-content/uploads/2021/08/Form_MGT_7_2021-1.pdf
Directors' responsibility statement
As required under Section 134 (5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby conrmed that:
(a) In the preparation of the annual accounts for the year ended 31March 2021 the applicable Accounting Standards have been followed and there are nomaterial departures from the same.
(b) The Directors have selected such Accounting Policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of a airs of the Company as at 31 March 2021and of the profit of the Company for the year ended on that date.
(c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities.
(d) The Directors have prepared the annual accounts of the Company forthe year on a"going concern" basis.
(e) The Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and havebeen operating effectively.
(f) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and have beenoperating effectively.
Your Directors wish to express their gratitude for the guidance andco-operation received from the financial institutions banks various Central & StateGovernment Departments besides the Customers and Suppliers during the year under report.The Directors particularly wish to acknowledge and place on record the continuoussupport and guidance of all the shareholders and more importantly for the condenc ereposed in the Company's management.
| ||For and on behalf of the Board |
| ||For Banswara Syntex Ltd |
| ||Sd/- |
|Place: Mumbai ||Rakesh Mehra |
|Date: 18 June 2021 ||CHAIRMAN |
| ||DIN: 00467321 |
|Registered Office || |
|Industrial Area Dahod Road || |
|Post Box No. 21 || |
|Banswara-327001 (Raj.) || |