You are here » Home » Companies » Company Overview » Konark Synthetic Ltd

Konark Synthetic Ltd.

BSE: 514128 Sector: Industrials
NSE: N.A. ISIN Code: INE517D01019
BSE 00:00 | 07 Dec 12.90 0
(0.00%)
OPEN

13.00

HIGH

13.00

LOW

12.90

NSE 05:30 | 01 Jan Konark Synthetic Ltd
OPEN 13.00
PREVIOUS CLOSE 12.90
VOLUME 4405
52-Week high 17.04
52-Week low 10.25
P/E 3.58
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.00
CLOSE 12.90
VOLUME 4405
52-Week high 17.04
52-Week low 10.25
P/E 3.58
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Konark Synthetic Ltd. (KONARKSYNTH) - Director Report

Company director report

To

The Members

Konark Synthetic Limited

Your Directors present the 37th Annual Report together with the AuditedStandalone and Consolidated Financial Statements of the Company for the financial yearended on 31st March 2021.

FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)

Sr. No. Particulars

Standalone

Consolidated

For the Year ended 31st March 2021 For the Year ended 31st March 2020 For the Year ended 31st March 2021 For the Year ended 31st March 2020
1. Total Revenue 1928.14 7196.52 1928.52 7197.05
2. Total Expenses 2538.69 7285.78 4322.31 8683.77
3. Profit before Depreciation & Amortization expenses Finance Cost and Tax (610.55) (89.26) (2393.79) (1486.72)
Less: Depreciation and Amortization Expenses 160.62 254.61 388.27 482.25
Less: Finance Cost 355.80 449.70 355.80 490.70
4. Profit before exceptional/extraordinary items and tax (1126.98) (793.57) (3137.86) (2418.68)
5. Share in Profit/(Loss) in Equity Accounted Investments (Net of Tax) - - 19.77 19.04
Less: Exceptional Item/ extraordinary items 1198.00 (1092.34) 1198.00 243.46
6. Profit before tax 71.02 (1885.91) (1920.09) (2643.09)
Less: Provision for tax (Including deferred tax) (91.45) (234.66) (91.45) (234.66)
7. Profit after tax 162.47 (1651.25) (1828.64) (2408.43)
8. Less: Minority Interest

-

-

-

-

Profit/Loss for the period after Minority Interest

-

-

(1828.64) (2408.43)

REVIEW OF BUSINESS OPERATIONS:

During the year under review the Company earned total revenue of Rs.1928.14 Lakhs asagainst Rs. 7196.52 Lakhs in the previous year. The profit before tax was Rs. 71.02 Lakhsas against a loss of Rs. (1885.91) Lakhs in previous year. The profit after tax wasRs.162.47 Lakhs as against a loss of Rs. (1651.25) Lakhs in the previous year.

SHARE CAPITAL:

There was no change in Share Capital of the Company during the year 2020-21. As on 31stMarch 2021 the paid up share capital of the Company stood at Rs.58080000/- (RupeesFive Crores Eighty Lakhs and Eighty Thousand Only) divided into 5808000 Equity shares ofRs.10/- (Rupee Ten) each.

DIVIDEND:

To conserve the resources for future business requirements of the Company yourDirectors do not recommend any payment of dividend for the year under review.

RESERVES:

During the year the Company has not transferred any amount to General Reserves.

PUPLIC DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

EXTRACT OF ANNUAL RETURN:

The Annual Return as referred in Section 134(3)(a) of the Companies Act 2013 for thefinancial year ended March 312021 placed on the website of the Company athttps://www.konarkgroup.co.in.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management andAdministration) Rules 2014 and the Articles of Association ofthe Company Mr. Amitabh Kejriwal Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible has offered himself for re-appointmentand your Board recommends his re-appointment.

Mr. Prakashchand Dalmia (DIN: 00005813) Chairman and Non-Executive Director of theCompany resigned from the office w.e.f 14th August 2021

Mr. Shonit Prakashchand Dalmia (DIN: 00059650) was appointed as Additional NonExecutive Director w.e.f 14th August 2021 and whose appoint as Non ExecutiveDirector of the Company is recommend at this AGM for members approval.

DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The Ministry of Corporate affairs (MCA) vide notification no. G.S.R. 804(E) dated 22ndOctober 2019 and effective from 1st December 2019 has introduced theprovision relating to inclusion of name of Independent Directors in the data bankmaintained by Indian Institute of CorporateAffairs (IICA). All Independent Director of theCompany are registered with IICA.

In the opinion of the Board the Independent Directors hold highest standard ofIntegrity and possess the requisite qualification experience expertise and proficiency.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year on 13th February 2021to review the working of the Company its Board and Committees. The meeting decided on theprocess of evaluation of the Board and Audit Committee. It designed the questionnaire onlimited parameters and completed the evaluation of the Board by Non-Executive Directorsand of the Audit committee by other members of the Board. The same was compiled byIndependent authority and informed to the members.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:

The policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Directors and alsoremuneration for Key Managerial Personnel and other employees is attached herewith andmarked as ‘Annexure I'.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

Pursuant to the provisions of the Section 134(3) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit Nomination & Remuneration and Stakeholders' Relationship Committees. TheBoard has devised questionnaire to evaluate the performances of each of executive andnon-executive and Independent Directors. Such questions are prepared considering thebusiness of the Company and the expectations that the Board have from each of thedirectors. The evaluation framework for assessing the performance of Directors comprisesof the following key areas:

i. Attendance at Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;

iv. Providing perspectives and feedback going beyond information provided by themanagement.

The details of the programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at the link: http://www.konarkgroup.co.in/investorrelation/policies/Familiarisation programme for Independent Directors.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company/business policyand strategy apart from other Board business. A tentative annual calendar of the Board andCommittee Meetings is informed to the Directors in advance to facilitate them to plantheir schedule and to ensure meaningful participation in the meetings.

The Board met Six times during the financial year the details of which are given inthe Corporate Governance Report. As provided by SEBI circular no.SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March 19 2020 and SEBI/HO/CFD/CMD1/CIR/P/2020/110dated June 26 2020 and by MCA general circular no. 11/2020 dated 24th March2020 has relaxed the time gap between two Board Meeting/Audit committee meeting due toCOVID - 19 pandemic.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors to the best of their knowledge and belief and according to theinformation and explanation obtained by them and as required under Section 134(3)(c) ofthe Companies Act 2013 state that:

a. in the preparation of the annual accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures if any;

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 at the end of the financial year as at 31stMarch 2021 and of the profit of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a 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 were operatingeffectively; and

f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF MANEGERIAL REMUNERATION AND OTHER DETAILS:

Disclosure with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of the Companies Act 2013 and Rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith and marked as ‘AnnexureII'.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

As on 31st March 2021 the Company has one subsidiary company i.e. IndiaDenim Limited and one Associate Company i.e Konark Infratech Pvt. Limited. During theyear the Board of Directors reviewed the affairs of the subsidiary Company. As perSection 129(3) of Companies Act 2013 the Company has prepared a consolidated financialstatement of the Company along with India Denim Limited (Subsidiary) and Konark InfratechPrivate Limited (associate company) which form part of the Annual Report. Further astatement containing the salient features of the financial statements of the subsidiary inthe prescribed format AOC-1 is attached herewith and marked as ‘Annexure III'.The statement also provides the details of performance and financial position of thesubsidiary and associate.

In accordance with the provision of Section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of its subsidiary are available on ourwebsite www.konarkgroup.co.in. These documents will also be available for inspection atthe registered office of the Company and of the subsidiary company during business hourson all working days and during the Annual General Meeting.

The Company has one associate company namely Konark Infratech Pvt. Limited by virtue ofits holding of more than 20% of the respective equity share capital of this company.

AUDIT COMMITTEE AND ITS COMPOSITION:

The Audit Committee comprised of Mr. Satish Deshmukh Ms. Suvriti Gupta IndependentDirectors and Mr. Prakashchand Dalmia Director of the Company.

Mr. Satish Deshmukh is the Chairman of Audit Committee of the Company. The ComplianceOfficer and Company Secretary of the Company acts as the Secretary to the Committee.

The Audit Committee of the Company reviews the reports to be submitted to the Board ofDirectors with respect to auditing and accounting matters. It also supervises theCompany's internal control financial reporting process and vigil mechanism.

Other details with respect to Audit Committee are given in Corporate Governance Report.

Due to resignation of Mr. Prakashchand Dalmia on 14th August 2021 the AuditCommittee was reconstituted and Mr. Shonit Dalmia was appointed as a member of theCommittee.

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitoring ofboth business and non-business risk. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.All major properties of the Company are insured.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013:

All transactions with the related parties entered during the year are ongoing and onarm's length basis. No Material Related Party Transaction was entered during the year byyour Company as per Section 188 of the CompaniesAct 2013. Accordingly the disclosure ofRelated Party Transactions as required under Section 134(3) of the Companies Act 2013 inForm AOC-2 is not applicable.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:

The details as required under Section 186 of the Companies Act 2013 of loans andguarantee made by your Company during the financial year 2020-21are given under Notes toAccounts on financial statements. The Company has not made any investments during theyear.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing onCompany's operations in future.

INTERNAL FINANCIAL CONTROL WITH REFRENCE TO THE FINANCIAL STATEMENTS:

The Company has Internal Financial Control System commensurate with the size scale andcomplexity of its operations. The Company monitors and evaluates the efficacy and adequacyof internal control system in place its compliance with operating systems accountingprocedures and policies.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand the date of this report.

The economy has been affected all over the World due to COVID-19 Pandemic. Due torelaxation on various fronts by the Government in recent past operations are expected tobe normalized in the coming months. However impact of COVID-19 will affect the profitmargin and percentage of such margin will depend on the period required for restoration ofnormalcy in all the relevant areas and blooming of the economy in the coming daysparticularly in the textile industry. Effects of COVID-19 being unclear it will beextremely difficult to predict market behavior as of now.

WHISTLE BLOWER/VIGIL MECHANISM POLICY:

The Company has a Vigil Mechanism/Whistle Blower Policy on our websitewww.konarkgroup.co.in. to deal with instance of fraud and mismanagement if any. Themechanism also provides for adequate safeguards against victimization of directors andemployees who avail of the mechanism and also provide for direct access to the Chairman oftheAudit Committee in the exceptional cases. The details of the Vigil mechanism Policy isexplained in the Corporate Governance Report and also posted on the website of theCompany. We affirm that during the financial year 2020 - 21 no employee or director wasdenied access to the Audit Committee.

STATUTORY AUDITOR:

The Members of the Company through postal ballot dated 13th November 2020had elected M/s. Jhunjhunwala Jain & Associates LLP Chartered Accountants MumbaiFirm Registration No. 113675W due to casual vacancy created by resignation of M/s. Pansari& Dalmia Chartered Accountants Mumbai and pursuant to Section 139 of the CompaniesAct 2013 (‘the Act') read with the Companies (Audit and Auditors) Rules 2014 theterm of Auditor will end at the conclusion of 37th Annual General Meeting.

The Board of Directors of the Company (‘the Board') on the recommendation of theAudit Committee (‘the Committee') recommended for the approval of the Members theappointment of M/s. Jhunjhunwala Jain & Associates LLP Chartered Accountants MumbaiFirm Registration No. 113675W as the Statutory Auditors of the Company for 5 (five)consecutive years to hold office from the conclusion of the 37th AnnualGeneral Meeting until the conclusion of the 42nd Annual General Meeting of theCompany.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial (Personnel) Rules 2014 the Company hasre-appointed M/s. KRS AND CO. Company Secretaries Mumbai to undertake Secretarial Auditof the Company for the year 2020-21. The Secretarial Audit Report is annexed herewith as‘Annexure IV' and forms part of this report.

INTERNAL AUDITOR:

The Company has appointed M/s. Kaushik Shahukar & Co. Chartered AccountantsMumbai as its InternalAuditor. The InternalAuditor give their report on quarterly basis tothe Audit Committee.

Based on the report of internal audit management undertakes corrective action inrespective areas and thereby strengthens the controls.

REMARKS ON QUALIFICATION BY STATUTORY AUDITORS AND SECRETARIAL AUDITORS:

The Statutory Auditors' report does not have any qualification/observation/adverseremark and the reort is self-explanatory.

With respect to the observations made by Secretarial Auditor in their report we wouldlike to state an under:

i. Looking at the financial position of subsidiary and loan is repayable on demand theCompany has extended such loan.

ii. & iii Due to COVID 19 pandemic lockdown imposed by government our company isnot so well equipped to provide work from home facility to our employees and other issuesCompany was not able to finalize the result for March 2020 and June 2020 on or before duedate and so result was delayed by some days.

iv. Your Company will make sure to adhere to the timelines in future.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) and Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the following have been made a part of theAnnual Report and are attached to this report:

• Management Discussion and Analysis Report;

• Corporate Governance Report; and

• Practicing Company Secretary's' Certificate regarding compliance of conditionsof Corporate Governance.

LISTING OF SECURITIES:

The Company's shares are listed on BSE Limited (BSE) under the script code 514128. Thepayment of Annual listing Fees to BSE Limited for the financial year 2021-2022 is underprocess.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder. There was no complaint on sexual harassmentduring the year under review.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details regarding conservation of energy technology absorption foreign exchangeearnings and outgo is given in ‘Annexure V'.

CORPORATE SOCIAL RESPONSIBILITY:

Provisions Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 is not applicable to the Company during the yearunder review.

OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and henceparticulars are not furnished as the same is not applicable.

No application has been made under Insolvency and Bankruptcy Code: hence requirement todisclose the details of application made or any proceedings pending under the Insolvencyand Bankruptcy Code 2016 (31 of 2016) during the year along with their status as at theend of the Financial Year is not applicable to the Company.

The requirement to disclose the details of difference between amount of valuation doneat the time of onetime settlement and valuation done while taking loan from the Banks andFinancial Institutions along with the reasons thereof is also not applicable.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere appreciation for theassistance and co-operation received from all the Government departments Banks FinancialInstitutions other business constituents and members during the year under review andalso look forward to their continued support in the future.

Your Directors also wish to place on record their deep appreciation for the committedservices of the employees of the Company.

For and on behalf of the Board of Directors
For Konark Synthetic Limited
Amitabh Kejriwal
Place: Mumbai Managing Director
Date: 14th August 2021 (DIN: 00005864)

.