The Members of
Jaihind Synthetics Ltd
Your Directors present their 35th Annual Report together with the AuditedFinancial Statements of the Company for the year ended March 312022.
1. FINANCIAL HIGHLIGHTS
Company's financial result for the year ended March 312022 is summarized below:
(Amount in Rs.)
|Particulars ||2021-22 ||2020-21 |
|Total Income ||1844455 ||1812745 |
|Total expenses ||1647111 ||1740255 |
|Profit/(loss) Before Tax after exceptional items ||197344 ||72490 |
|Provision for Taxation ||45152 ||18000 |
|Profit /(Loss) after tax ||152192 ||54490 |
|Profit for Appropriation Sub Total ||-3717390 ||-4076268 |
|Investment allowance reserve ||69351 ||69351 |
|Share Premium ||68375414 ||68375414 |
2. Financial Operations & State of Affairs of the Company
The Company is engaged in the business of Manufacturers dealers exporters brokersagents distributors dyers printers bleachers of all textiles fibers yarn clothcotton woolen worsted stuff silk garments handicrafts twisting dobbling texturizingand crimping of polysteryarn silk cotton or blended yarn.
During the year under review total income of the Company for the year ended March 312022 is Rs. 1844455 (PY Rs. 1812745).
Your Directors assure to reduce and accelerate the growth momentum in coming years andstrive for bright future for your Company.
3. Change in the nature of business if any:
There is no Change in Nature of business during the year 2021-22.
Directors do not recommend any dividend for the year.
5. Transfer to Reserves
During the financial year 2021-22 the Company has not transferred any amount to anyreserve.
6. Details of the Companies which have become or ceased to be its Subsidiaries JointVentures or Associate Companies during the year:
The Company has does not have any Subsidiary Joint Venture Associate Company.
7. Directors and Key Managerial Personnel
During the year there is no change in constitution of director.
8. Board Evaluation:
The Board of Directors is committed to continued improvement in its effectiveness.Accordingly formal evaluation of Board's it's Committee and Directors performance iscarried out annually. This was designed to ensure amongst other things that the Boardits Committees and each Director continue to contribute effectively.
As per Section 134(3)(p) of the Act a statement indicating the manner in which formalannual evaluation was made by the Board of their performance and that of its Committeesand individual Directors has to be furnished to the Members as part of the Board'sReport.
The criteria for evaluation of performance of Directors the Board as a whole and theBoard's Committee as specified by Nomination and Remuneration Committee was done.
9. Policy on the Directors' appointment and remuneration:
The Company's Policy on the Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of Directors and othermatters as provided under section 178 of the Act is available at company website.
10. Number of meetings of the Board of Directors:
Attendance in the number of Board Meetings held and attended during the year are asunder:
|Sr No. ||Name of the Director ||Designation || |
Number of Meeting
|Held ||Attended |
|1 ||Ms. Deviben Dinesh Doshi ||Wholetime Director ||5 ||5 |
|2 ||Mr. Dinesh Jayntalal Doshi ||Wholetime Director ||5 ||5 |
|3 ||Mr. Paresh Vinodray Savani ||Director ||5 ||2 |
|4 ||Mr. Shital Arvind Shah ||Additional Director ||5 ||5 |
|5 ||Mr. Ramesh Kistappa Pasula ||Additional Director ||5 ||5 |
|6 ||Ms. Dharmistha Sharad Shah ||Additional Director ||5 ||5 |
During the year under review 5 (Five) meetings of the Board of Directors were held.i.e. June 30 2021 August 14 2021 November 7 2021 November 13 2021 February 142022.
The intervening gap between two board meetings was within the period prescribed underthe Companies Act 2013 SEBI (LODR) Regulations 2015 and as per Secretarial Standard-1.
11. Committees of the Board:
The Company has constituted various committees in accordance with the provisions of theCompanies Act 2013 the details of which are given as under:
A. Audit Committee;
B. Nomination and Remuneration Committee;
C. Stakeholders Relationship Committee;
A. Audit Committee
The Audit Committee comprises of experts specialized in Accounting and FinancialManagement. The Chairperson of the Audit Committee is a Non-Executive IndependentDirector. The composition of the Audit Committee as on March 312022 is as under:
> Composition of Audit Committee
|Sr No. ||Name of the Director ||Category ||Designation || |
Number of Meeting
|Held ||Attended |
|1 ||Mr. Shital Arvind Shah ||Non-Executive Independent Director ||Chairman ||4 ||4 |
|2 ||Mr. Dinesh Jayantlal Doshi ||Executive & Whole Time Director ||Member ||4 ||4 |
|3 ||Ms. Dharmistha Sharad Shah ||Non-Executive Independent Director ||Member ||4 ||4 |
During the period under review 4 (four) Audit Committee Meetings were held on .i.e.June 30 2021 August 14 2021 November 13 2021 February 14 2022.
The statutory auditors were the invitees to the above meetings.
> Terms of reference:
The terms of reference of the Audit Committee include:
1. Oversight of the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;
2. Recommendation for appointment remuneration and terms of appointment of auditors ofthe Company;
3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;
4. Reviewing with the management the annual financial statements and auditor's reportthereon before submission to the board for approval with particular reference to:
a) Matters required to be included in the Director's Responsibility Statement to beincluded in the Board's report in terms of clause (c) of sub-section 3 of section 134 ofthe Companies Act 2013
b) Changes if any in accounting policies and practices and reasons for the same
c) Major accounting entries involving estimates based on the exercise of judgment bymanagement
d) Significant adjustments made in the financial statements arising out of auditfindings
e) Compliance with listing and other legal requirements relating to financialstatements
f) Disclosure of any related party transactions
g) Qualifications in the draft audit report.
5. Reviewing with the management the quarterly financial statements before submissionto the board for approval;
6. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilisation ofproceeds of a public or rights issue and making appropriate recommendations to the Boardto take up steps in this matter;
7. Review and monitor the auditor's independence and performance and effectiveness ofaudit process;
8. Approval or any subsequent modification of transactions of the company with relatedparties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;
14. . Discussion with internal auditors of any significant findings and follow up thereon;
15. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience and background etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.
B. NOMINATION AND REMUNERATION COMMITTEE:
The Board has framed the Nomination and Remuneration Committee Charter which ensureseffective compliance of Section 178 of the Act and Regulation 19 of the ListingRegulations.
The Board has clearly defined the terms of reference for the Nomination andRemuneration
Committee which are as under:
|Sr No. ||Name of the Director ||Designation ||Category || |
Number of Meeting
|Held ||Attended |
|1 ||Mr. Shital Arvind Shah ||Chairman ||Non-Executive Independent Director ||1 ||1 |
|2 ||Mr. Ramesh Kistappa Pasula ||Member ||Non-Executive Independent Director ||1 ||1 |
|3 ||Ms. Dharmistha Sharad Shah ||Member ||Non-Executive Independent Director ||1 ||1 |
During the period under review the Committee has met on November 13 2021.
> Remuneration Policy:
The remuneration of the Executive Directors is recommended by the remunerationcommittee based on factors such as industry benchmarks the Company's performance etc.
> Terms of Reference:
Reviewing the overall compensation policy service agreements and otheremployment conditions of Managing / whole-time Director and Senior Management.
To help in determining the appropriate size diversity and composition of theBoard. - To recommend to the Board appointment and removal of Director.
To frame criteria determining qualifications positive attributes andindependence of Directors.
To recommend to the Board remuneration payable to the Directors (while fixingthe remuneration to Executive Directors the restrictions contained in the Act is to beconsidered).
To create an evaluation framework for Independent Directors and the Board.
To provide necessary reports to the Chairman after the evaluation process iscompleted by the Directors.
To assist in developing a succession plan for the Board.
To assist the Board in fulfilling responsibilities entrusted from time to time.
Delegation of any of its power to any Member of the Committee or the ComplianceOfficer.
> Performance Evaluation Criteria for Directors:
The criterion for performance evaluation is as under:
Role of Accountability:
- Understanding the nature and role of Independent Directors' position.
- Understanding of risks associated with the business.
- Application of knowledge for rendering advice to management for resolution ofbusiness issues.
- Offer constructive challenge to management strategies and proposals.
- Active engagement with the management and attentiveness to progress of decisionstaken.
- Non-partisan appraisal of issues.
- Own recommendations given professionally without tending to majority or popularviews.
Leadership and Initiative:
- Heading Board and sub-committees.
- Driving any function or identified initiative based on domain knowledge andexperience. Personal Attributes:
- Commitment to role and fiduciary responsibilities as a Board member.
- Attendance and active participation.
- Proactive strategic and lateral thinking.
C. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Shareholders' Grievance Committee comprises of Three Directors i.e. Ms. DevibenDinesh Doshi Mr. Dinesh Jayntalal Doshi and Mr. Shital Arvind Shah was the Chairman ofShareholders Grievance Committee.
During the period under review the Committee has met on November 13 2021 and all theMember were present.
> Terms of reference:
- Oversee and review all matters connected with the transfer of the Company'ssecurities.
- Approve issue of the Company's duplicate share / debenture certificates.
- Consider resolve and monitor redressal of investors' / shareholders' / securityholders' grievances related to transfer of securities non-receipt of Annual Report non-receipt of declared dividend etc.
- Oversee performance of the Company's Registrar and Share Transfer Agent("RTA").
- Recommend methods to upgrade the standard of services to investors;
- Monitor implementation and compliance with the Company's Code of Conduct forProhibition of Insider Trading.
- Carry out any other function as is referred by the Board from time to time and / orenforced by any statutory notification / amendment or modification as may be applicable.
- Perform such other functions as may be necessary or appropriate for the performanceof its duties.
12. Corporate Social Responsibility (CSR)
In line with the provisions of the Companies Act 2013 and the rules framed there underwith respect to the Corporate Social Responsibility (CSR) your company is not governed bythe provisions of Section 135 of the Companies Act 2013 and Companies (Corporate SocialResponsibility Policy) Rules 2014. So the Company is not required to conduct CSRactivities.
13. Vigil Mechanism:
The Company has a Whistle Blower Policy'/Vigil Mechanism' in place. The objectiveof the Vigil Mechanism is to provide the employees Directors customers contractors andother stakeholders of the Company an impartial and fair avenue to raise concerns and seektheir redressal in line with the Company's commitment to the highest possible standardsof ethical moral and legal business conduct and fair dealings with all its stakeholdersand constituents and its commitment to open communication channels. The Company is alsocommitted to provide requisite safeguards for the protection of the persons who raise suchconcerns from reprisals or victimization for whistle blowing in good faith. The Board ofDirectors affirms and confirms that no personnel have been denied access to the AuditCommittee. The Policy contains the provision for direct access to the Chairman of theAudit Committee in appropriate or exceptional cases.
Vigil Mechanism cum Whistle Blower Policy is available on the Company's website.
14. Audit Reports:
a) Statutory Audit Report:
The financial statements of the Company have been prepared in accordance with IndianAccounting Standards (Ind AS) notified under section 133 of the Act. The Company hasreceived an unmodified opinion in the Auditors' Report for the financial year 2021-22.
b) Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. RinkeshGala & Associates Practicing Company Secretary (C.P. No. 20128) to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith asAnnexure A'.
As required under section 204 (1) of the Companies Act 2013 the Company has obtaineda secretarial audit report.
There are no major observations made by the Auditor in the Report except othernoncompliances mentioned therein and forming part of the report:
However the company would ensure in future that all the provisions are compiled to thefullest extent.
a) Statutory Auditors:
M/s. PSV Jain & Associates Chartered Accountants (Firm Registration No. 131505W)were appointed in the Annual General Meeting held on 29th September 2018 fora term of consecutive Five years from the conclusion of 32nd Annual GeneralMeeting till the Conclusion of 36th Annual General Meeting.
15. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo
The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.
A. Conservation of Energy:
a) the steps taken or impact on conservation of energy: NA
b) the steps taken by the company for utilizing alternate sources of energy: NA
c) the capital investment on energy conservation equipments : NA
B. Technology Absorption:
a) the efforts made towards technology absorption: NA
b) the benefits derived like product improvement cost reduction product developmentor import substitution: NA
c) in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year): NA
> the details of technology imported;
> the year of import;
> whether the technology has been fully absorbed;
> if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and
> the expenditure incurred on Research and Development.
C. Foreign Exchange Earnings and Outgo:
In accordance with the provisions of Section 134(3)(m) of the Companies Act 2013 readwith the Rule 5 of the Companies (Accounts) Rules 2014 the information relating toforeign exchange earnings and outgo is provided under:
(Amount in Rs)
|Sr. No. ||Particulars ||2021-22 ||2020-21 |
|1. ||Foreign Exchange Earnings ||NIL ||NIL |
|2. ||Foreign Exchange Outgo ||NIL ||NIL |
16. Particulars of Employees
During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 and Rule5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
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 2014relating to median employee's remuneration is made available at the corporate office ofthe Company during working hours for a period of twenty-one (21) days before the date ofthe meeting.
17. Annual Return
In pursuant to Section 92 read with Rule 11 of the Companies (Management andAdministration) Rules 2014 the Annual Return of the Company shall be filed in E-FormMGT-7 with the Registrar of Companies within 60 days from the date of Annual GeneralMeeting for the Financial Year 2021-22.
18. Share Capital
The paid up Equity Share Capital as at March 312022 stood at 85140980. During theyear under review the Company has not issued shares or convertible securities or shareswith differential voting rights nor has granted any stock options or sweat equity orwarrants. As on March 31 2022 none of the Directors of the Company hold instrumentsconvertible into Equity Shares of the Company.
19. Management Discussion and Analysis Report
In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis Reportwhich gives a detailed account of state of affairs of the Company's operations forms partof this Annual Report.
20. Directors' Responsibility Statement
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 31 2022 the Board ofDirectors hereby confirm that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures whereverapplicable;
b) such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2022 and of thelosses of the Company for the year ended on that date;
c) proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts of the Company have been prepared on a going concern basis;
e) internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and
f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
21. Particulars of Contracts and Arrangements with Related Parties
Your Company has formulated a policy on Related Party Transactions including policy fordetermining material subsidiaries and on materiality of related party transactions whichare available on the Company's website and is accessible at the Company website.
All contracts/ arrangements/ transactions entered by the Company during the financialyear under review with related parties were in the ordinary course of business and on anarm's length basis.
During the year under review the Company has not entered into any contract/arrangement/ transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.Accordingly particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 along with the justification for entering intosuch contract or arrangement in FormAOC-2 does not form part of the report. However theDirectors draw attention of the members to the Standalone Financial Statement which setsout related party disclosures.
22. Particulars of loans guarantees or investments under Section 186 of the CompaniesAct 2013
Particulars of loans given investments made guarantees given and securities providedunder Section 186 of the Companies Act 2013 form part of the Notes to the StandaloneFinancial Statements.
23. Internal Financial Controls with reference to the Financial Statement:
The Company has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information.
The Company has in place adequate internal financial controls with reference tofinancial statements. The Company's internal control systems including internal financialcontrols are commensurate with the nature of its business and the size and complexity ofits operations and the same are adequate and operating effectively. These systems areperiodically tested and no reportable material weakness in the design or operation wasobserved. The Audit Committee reviews adequacy and effectiveness of the Company's internalcontrol system including internal financial controls.
24. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:
Your Company has always believed in providing a safe and harassment-free workplace forevery individual working in the Company. The Company has complied with the applicableprovisions of the aforesaid Act including constitution of the Internal ComplaintsCommittee. The Company has in place an Anti-Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. All employees (permanent contractual temporary and trainees) arecovered under this Policy. The Policy is gender neutral. We are pleased to inform you thatno complaints pertaining to sexual harassment were received during the Financial Year2021-22. The policy can be accessed on the website of the Company at the Company website.
25. Secretarial Standards:
The Company has complied with all the applicable Secretarial Standards issued by TheInstitute of Company Secretaries of India and notified by the Central Government.
26. Cost Records:
As per Section 148(1) of the Act read with the Companies (Cost Records and Audit)Rules
2014 the maintenance of cost records is not mandated for the products manufactured bythe Company.
27. Other Disclosures/Reporting:
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no events/instances/transactions occurred on these itemsduring the year under review:
a) Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report;
b) Details relating to deposits covered under Chapter V of the Act;
c) Voting rights which are not directly exercised by the employees in respect of sharesfor the subscription/purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged undersection 67(3)(c) of the Act);
d) Significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future; and
e) Details in respect of frauds reported by the Auditors under section 143(12) otherthan those which are reportable to the Central Government as there were no such fraudsreported by the Auditors.
Your Board wish to place on record their appreciation and acknowledge with gratitudethe support and cooperation extended by the Government Authorities Bankers CustomersEmployees and Members during the year under review and look forward to their continuedsupport.
For and on behalf of the Board of Directors
Jaihind Synthetics Ltd
Chairman & Wholetime Director
Date: September 7 2022