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Raghuvir Synthetics Ltd.

BSE: 514316 Sector: Industrials
NSE: N.A. ISIN Code: INE969C01022
BSE 11:56 | 27 Jun 156.05 7.40
(4.98%)
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NSE 05:30 | 01 Jan Raghuvir Synthetics Ltd
OPEN 156.05
PREVIOUS CLOSE 148.65
VOLUME 2757
52-Week high 1026.50
52-Week low 18.85
P/E 177.33
Mkt Cap.(Rs cr) 605
Buy Price 156.05
Buy Qty 32513.00
Sell Price 0.00
Sell Qty 0.00
OPEN 156.05
CLOSE 148.65
VOLUME 2757
52-Week high 1026.50
52-Week low 18.85
P/E 177.33
Mkt Cap.(Rs cr) 605
Buy Price 156.05
Buy Qty 32513.00
Sell Price 0.00
Sell Qty 0.00

Raghuvir Synthetics Ltd. (RAGHUVIRSYNTH) - Director Report

Company director report

DEAR SHAREHOLDERS

The Directors are pleased to present their 39th Annual report on thebusiness and operations of the Company and the Audited financial accounts for the Yearended 31st March 2021.

FINANCIAL RESULTS :

(Rs. In Lakhs)

Particulars For the year ended on 31st March 2021 For the year ended on 31st March 2020
Net Total Income 17970.43 9409.79
Less: Operating and Admin. Exps 16760.05 8685.62
Profit before depreciation and Taxes 1210.38 724.17
Less: Depreciation 441.63 376.59
Extraordinary/Exceptional Items 0 0
Profit before Tax (PBT) 768.75 347.58
Less: Taxes (including deferred tax ) 179.37 99.42
Profit after Tax (PAT) 589.38 248.16
Other Comprehensive Income 0.77 (3.22)
Tax (0.21) 0.90
Total Comprehensive Income 0.56 (2.32)
Balance Available for appropriation as on year ended Which the Directors propose to appropriate as under: 2060.27 1470.33
(i) Proposed Dividend NIL NIL
(ii) Corporate Dividend Tax NIL NIL
Surplus Carried to Balance Sheet 589.94 245.84
Earnings Per Equity Share
Basic 15.21 6.40
Diluted 15.21 6.40

Note: Figures of previous year have been regrouped whenever necessary to confirm tocurrent year's presentation.

HIGHLIGHTS OF PERFORMANCE:

The total revenue of the Company has increased from Rs. 94.09 Crores to Rs. 179.70Crores and the profit before tax of the Company has increased from Rs. 347.58 Lakhs to Rs.768.75 Lakhs. Subsequently the net profit after tax ( inclusive of comprehensive income )has increased to Rs. 589.94 Lakhs as compared to previous year's net profit of Rs. 245.84Lakhs. We remained resolute and relentless in our quest for strengthening ourcost-competiveness better management of working capital and operational excellence acrossour business.

DIVIDEND:

Keeping in view the financial results and in order to conserve financial resources forthe future requirement of the fund your directors do not recommend any dividend duringthe year under review.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANY:

Pursuant to Companies (Amendment) Act 2017 Your Company has no associate/subsidiary/joint venture Company as on 31st March 2021

DEPOSITORY SYSTEM:

As members are aware the company's shares are compulsorily tradable in the electronicform. As on March 31 2021 almost 87.85% of the Company's total paid-up capitalrepresenting 3404186 equity shares were in dematerialized form. In view of the numerousadvantages offered by the Depository system members holding shares in physical mode areadvised to avail of the facility of dematerialization on either of the Depositories.

EXPORTS:

The company has found export opportunities for the same line of textile products whichthey were doing Job work presently. The disclosure is shown in Note 25 of Notes formingpart of Financial Statement.

SHARE CAPITAL:

The Company's paid up equity Share Capital continues to stand at Rs. 385.41 Lakhs as on31st March 2021. During the year the Company has not issued any Shares orConvertible Securities.

EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013:

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure -A".

BOARD MEETINGS HELD DURING THE YEAR:

Date on which board. Meetings were held Total Strength of the Board No of Directors Present
1. 06/06/2020 8 8
2. 22/06/2020 8 6
3. 29/06/2020 8 8
4. 06/07/2020 8 7
5. 20/08/2020 8 7
6. 07/09/2020 8 8
7. 29/09/2020 8 7
8. 10/11/2020 8 8
9. 04/01/2021 8 6
10. 03/02/2021 8 6
11. 08/02/2021 8 8

ATTENDANCE OF DIRECTORS AT BOARD MEETINGS :

S.N. Name of Directors No. of Meeting Held No. of Meeting Attended
1. Sunil Agarwal 11 10
2. Yash Agarwal 11 11
3. Hardik Agarwal 11 11
4. Anup Agarwal 11 09
5. Samirbhai Sheth 11 09
6. Kamalbhai Patel 11 10
7. Pamitadevi Agarwal 11 10
8. Nishitbhai Joshi 11 09

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• In terms of Section 152 of the Companies Act 2013 Mrs. Pamita Sunil Agarwal isliable to retire by rotation at forthcoming AGM and being eligible offer herself forre-appointment.

• MR. SAMIRBHAI R. SHETH MR. KAMALBHAI B. PATEL MR. ANUP R. AGARWAL & MR.NISHIT C. JOSHI Independent Directors of the company have registered their name in thedatabase. And are exempted from the online proficiency self-assessment test respect toregistration of independent director in a company on the date of commencement of theCompanies (Appointment and Qualification of Directors) Fifth Amendment Rules 2019 Ministry Of Corporate Affairs Notification dated 22nd October 2019 in exercise of thepowers conferred by section 149 read with section 469 of the Companies Act 2013 (18 of2013) the Central Government amend the Companies (Appointment and Qualification ofDirectors) Rules 2014.

• A brief resume of MRS. PAMITA S. AGARWAL Non executive Director beingre-appointed with the nature of their expertise their shareholding in the Company asstipulated under as required under Regulation 36(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed to this Notice of the ensuingAnnual General Meeting.

• Respect to the to the provisions of Section 149 152 read with schedule IV andSection 161(1) read with Companies (Appointment and Qualification of Directors) Rules2014 and other applicable provisions sections rules of the Companies Act 2013 and theapplicable provisions of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) approval of members at the 38thAnnual General Meeting was accorded for reappointment of MR. ANUP R. AGARWAL asIndependent Director not liable to retire by rotation and to hold office for a secondterm of 5 (five) consecutive years on the Board of the Company.

• Respect to the to the provisions of Section 149 152 read with schedule IV andSection 161(1) read with Companies (Appointment and Qualification of Directors) Rules2014 and other applicable provisions sections rules of the Companies Act 2013 and theapplicable provisions of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) approval of members at the 38thAnnual General Meeting was accorded for reappointment of MR. NISHIT C. JOSHI asIndependent Director not liable to retire by rotation and to hold office for a secondterm of 5 (five) consecutive years on the Board of the Company.

• The Company has received necessary declaration from each independent directorunder Section 149(7) of the Companies Act 2013 that he meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SeBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

• All the directors of the Company have confirmed that they are not disqualifiedfrom being appointed as directors in terms of Section 164 of the Companies Act 2013.

• Mr. Sunil R. Agarwal is a Promoter and Chairman & Managing Director of theCompany holding 1216624 shares of company. The present terms of appointment of Mr. SunilR. Agarwal is expiring on 30.06.2022 . The Audit Committee Nomination & RemunerationCommittee and the Board of Directors recommended and approved subject to approval ofmembers at the 39th Annual General Meeting of company the re-appointment& terms & conditions of appointment and remuneration of Mr. Sunil R. Agarwal (DIN:00265303) designated as Chairman & Managing Director of the company w.e.f 1stJULY 2022 for period of 5 years from the end of the present appointment tenure providedthat terms & conditions of appointment and remuneration are with in the specifiedlimit as specified under the relevant provisions of Section 196 197 and Schedule V to theCompanies Act 2013. Mr. Sunil R. Agrawal is one of key managerial person of the company.Looking to the Managerial and business acumen and devotion to the duty and growth that hasbeen achieved by the Company during in his tenure the management of the Company hasdecided to re-appoint Mr. Sunil R. Agarwal Chairman & Managing Director of theCompany.

• Ms. Pratika PradeepKumar Bothra Company Secretary & Compliance officerappointed in the earlier board meeting held 28th March 2016 tends herresignation from the post of Company Secretary & Compliance officer of the companywith the effect 24th July 2021 due to her personal reasons respect to theBoard Meeting held on 24th July 2021. The Board recorded deep appreciation forthe contributions of Ms. Pratika PradeepKumar Bothra during her employment and for theinvaluable advice given by her to Board of Directors from time to time.

MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIESACT 2013:

The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub section (3) of Section 178 of the Companies Act2013 adopted by the Committee is appended in the Corporate Governance Report. We affirmthat the remuneration paid to the directors is as per the terms laid out in the nominationand remuneration policy of the Company.

POLICY ON REMUNERATION:

The Company have adopted the "POLICY RELATING TO THE REMUNERATION FOR THEEXECUTIVE DIRECTOR NON-EXECUTIVE/INDEPENDENT DIRECTOR KMP AND SENIOR MANAGEMENTPERSONNEL" & the policy is updated on the website of the company www.raghuvir.comand also forms the part of this report in Annexure F

BOARD EVALUATION:

Evaluation Survey of the Executive / Non -Executive Directors of the Company wascarried out by entire Board of members except the Director being evaluated. EvaluationSurvey of Independent Director was also carried on by the entire Board of Directors in thesame way as it is done for the Executive Directors of the Company except the Directorgetting evaluated. Based on the performance evaluation of each and every Director and theChairman of the Company the Nomination and Remuneration Committee provides ratings basedon each criteria and sub-criteria in accordance with the Nomination and RemunerationPolicy of the Company the Code of Conduct of the Directors and the criteria for theevaluation of the performance as prescribed in DIRECTORS' PERFORMANCE EVALUATION POLICY.The DIRECTORS' PERFORMANCE EVALUATION POLICY is also disclose website of the companyhttp://www.raghuvir.com/policies.html.

The meeting for the purpose of evaluation of performance of Board Members by Nominationand Remuneration committee was held on 19th March 2021. The Board of Directorsexpressed their satisfaction with the evaluation process.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

The Independent Directors of your Company in a separate meeting held on 19thMarch 2021 to carry out the evaluation for the financial year 2020-2021 and inter aliadiscussed the following:

• Reviewed the performance of Non-Independent Directors of the Company and theBoard as a whole.

• Reviewed the performance of the Chairman of the Company taking into account theviews of Executive Directors and Non-executive Directors.

• Assessed the quality quantity and timelines of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonable perform their duties.

All Independent Directors of the Company were present at the Meeting.

AUDITORS:

• STATUTORY AUDITORS

Pursuant to the Provisions of Section 139 141 142 and other applicable Provisions ifany of the Companies Act 2013 (the Act) and the Rules made there under (including anystatutory modification(s) or re-enactment thereof for the time being in force) theresolution passed by the Members at the 35th Annual general meeting to appointM/s. Ashok K. Bhatt & Co. Chartered Accountants Ahmedabad [ Firm Registration No.:100657W ] as new Statutory Auditor of the Company to hold office for a period of 5(Five)till the conclusion of 40th Annual general meeting of the company ( i.e from2017-2018 to 2021-2022). Further Pursuant to the amendments made to Section 139 of theCompanies Act 2013 by the Companies (Amendment) Act 2017 effective from May 7 2018 therequirement of seeking ratification of the Members for the appointment of the StatutoryAuditors has been withdrawn from the Statute. Hence the resolution seeking ratification ofthe Members for continuance of their appointment at this AGM is not being sought.

There is no audit qualification or adverse remark for the year under review.

• SECRETARIAL AUDITOR

Mr. Alpesh Paliwal Proprietor of M/s. Paliwal & Co. (Formerly Known as AlpeshDhandhlya & Associates) Practicing Company Secretary Ahmedabad having COP NO.12119 is appointed to conduct the secretarial audit of the Company for the financial year2020-2021 as required under Section 204 of the Companies Act 2013 and Rules there under.Your Company has received consent from Mr. Alpesh Paliwal to act as the auditor forconducting audit of the Secretarial records for the financial year ending 31stMarch 2021. The secretarial audit report in form MR- 3 for FY 2020-2021 forms part of theAnnual Report as ‘Annexure C' to the Board's report.

DIRECTOR'S RESPONSE TO SECRETARIAL AUDIT REPORT:

The Secretarial Audit Report issued by Mr. Alpesh Paliwal Proprietor of M/s. Paliwal& Co. (Formerly Known as Alpesh Dhandhlya & Associates) Practicing CompanySecretary Ahmedabad having COP NO. 12119 is self explanatory; however no qualificationis raised by Secretarial Auditor for the financial year 2020-2021.

• INTERNAL AUDITOR

The Board appointed Mr. Kiritkumar K. Patadia ( PAN : AFAPP6208G ) as Internal Auditorof your company for the financial year 2021-2022 and is hereby eligible for appointmentfor the financial year 2021-2022 pursuant to the provisions of the Companies Act 2013.The report prepared by the Internal Auditor is to be reviewed by the Statutory Auditors& Audit Committee.

• COST AUDITOR

The requirement of appointment of Cost Auditor and cost audit is not applicable for theFinancial year 2020-2021 pursuant to the provisions of Section 148 of the Companies Act2013.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis Report which forms part of this report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans Guarantees and Investments under the provisions of Section 186 of theCompanies Act 2013 are not applicable to the Company.

AUDIT COMMITTEE:

Audit Committee comprises of four members and all members are Independent Directors.All transactions with related parties are on an arm's length price and ordinary course ofbusiness . During the year there are no instances where the Board had not accepted therecommendations of the Audit Committee.

The composition and the functions of the Audit Committee of the Board of Directors ofthe Company is disclosed in the Report on Corporate Governance which is forming a part ofthis report.

NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee comprises of four members and all members areIndependent Directors. The composition and the functions of the Nomination andRemuneration Committee of the Board of Directors of the Company is disclosed in the Reporton Corporate Governance which is forming a part of this report.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the financial year were onarm's length price and were in the ordinary course of business and are in compliance withapplicable provisions of Companies Act 2018 & SEBI LODR regulations 2015 &amendment thereof. All Related Party Transactions were placed before the Audit Committeeof the Board of Directors for their approval.

The company entered in contract with The Sagar Textile Mills Pvt. Ltd. RaghuvirLifestyle Pvt. Ltd Raghukaushal Textile Pvt. Ltd Raghuvir Exim Limited RSL Dyecot Pvt.Ltd. HYS Developers LLP and HYS Lifecare LLP and transactions that were entered intoduring the financial year were on arm's length price and were in the ordinary course ofbusiness after taking the prior approval of Audit committee & Board of Directors ofcompany . A prior omnibus approval of Audit committee is obtained on yearly basis for thetransactions entered with related parties as per the contract agreed between the parties.The transaction entered in pursuant to omnibus approval a statement giving details of allrelated party transactions are placed before the Audit Committee for their approval on aquarterly basis. The policy on Related Party Transactions as approved by the Board isavailable on the Company's website. ( weblink : http://www.raghuvir.com/policies.html)

As per the provisions of the Companies Act 2013 and Listing Regulation all materialRPTs require approval of the members by an ordinary resolution. Based on past trend thetransactions with Raghuvir Exim Ltd. HYS Developers LLP and The Sagar Textile MillsPrivate Limited are likely to exceed 10% of the annual turnover of the Company as per thelast audited financial statements of the Company and may exceed the materiality thresholdas prescribed under the provisions of Listing Regulations. Thus in terms of ListingRegulations these transactions would require approval of the members.

The details of the related party transactions are set out in Note [ 38 ] to theStandalone Financial Statements forming part of this report.

Transaction of the company /LLP with any of the person belonging to the promoter /promoter group which holds 10 percent or more shareholding in the company.

(a) Details of Related Parties

Name of Related Parties Description of Relationship Share Holding in the company
1 Sunil R. Agarwal Key Management Personnel Promoter Chairman & Managing Director and holding 1216624 shares of company (31.396%)
2 Yash S. Agarwal Key Management Personnel Promoter Joint Managing Director and holding 439203 shares of company (11.334%)
3 Hardik S. Agarwal Key Management Personnel Promoter Joint Managing Director and holding 374827 shares of company (9.673%)
4. Pamita S. Agarwal Wife of Mr. Sunil R. Agarwal and Mother of Mr. Yash S. Agarwal & Mr. Hardik S.Agarwal Promoter Non-executive Non-Independent Women Director and holding 871921 shares of company (22.501%)
5. Raghuvir Exim Ltd.
6. The Sagar Textile Mills Pvt. Ltd.
7. Raghuvir Research Foundation Trust Sunil R. Agarwal Yash S. Agarwal Hardik S. Agarwal & Pamita S. Agarwal are Directors/ Trustees / Designated Partner in this company (ies)/ Trust / LLP However this companies / trust / LLP do not hold any shares or voting rights in the Raghuvir Synthetics Limited.
8. HYS Developers LLP
9. HYS Lifecare LLP
10. Raghukaushal Textile Pvt. Ltd. Relatives of Promoters/ Key Managerial Personnel of company are Directors in this company However this companies do not hold any shares or voting rights in the Raghuvir Synthetics Limited
11. Raghuvir Life Style Pvt. Ltd.
12. RSL Dyecot Pvt Ltd.

(b) Details of transactions with related parties for the year ended March 31 2021 inthe ordinary course of business:

[Rs.in Lacs]

Nature of Relationship / Transaction KMP & Relatives Enterprise over which KMP and Relatives have significant influence Total
1 Managerial Remuneration
- Sunil R. Agarwal 356.40 - 356.40
2 Rent Expense
- Sunil R. Agarwal 33.05 - 33.05
- Raghuvir Exim Ltd. - 2.03 2.03
- The Sagar Textile Mill Pvt. Ltd. - 2.54 2.54
3 Sales Processing Charges Freight and Other Income
- Raghukaushal Textile Pvt. Ltd. - 321.95 321.95
- Raghuvir Exim Ltd. - 76.68 76.68
4 Finished Goods sales
- HYS Developers LLP - 5.42 5.42
- Raghuvir Exim Ltd. - 13922.96 13922.96
- Raghuvir Lifestyle Pvt Ltd - 40.02 40.02
5 Purchase
- HYS Developers LLP - 7785.73 7785.73
- The Sagar Textiles Mills Pvt. Ltd. - 3219.20 3219.20
- Raghuvir Exim Ltd. - 761.53 761.53
6 Donation
- Raghuvir Research Foundation Trust - 38.00 38.00
7 Job Charges
- HYS Developers LLP - 6.69 6.69

Further details of the related party transactions are set out in Note [38] to theStandalone Financial Statements forming part of this report.

The disclosure of related party transactions as required Pursuant to clause (h) ofsub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules2014) in Form AOC 2 is available in Annexure " B"

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

MATERIAL CHANGES:

There is no material changes and commitments that would affect financial position ofthe company from the end of the financial year of the company to which the financialstatements relate as on the date of the directors report.

RRESERVES AND SURPLUS:

The Company has transferred Profit after tax (inclusive of comprehensive income)amounting to Rs. 589.94 of the Company to Surplus carried to Balance sheet as on31.03.2021 . As on 31st March 2021 Reserves and surplus stands to Rs.2390.89.

EMPLOYEE STOCK OPTION:

The Company has not issued any Employee Stock Option.

CASH FLOW ANALYSIS:

The Cash Flow Statement for the year under reference in terms of Regulation 34(2)(c) ofthe SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015 with thestock exchanges forms part of the Annual Report.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPOTION FOREIGNEXCHANGEEARNINGS AND OUTGO:

Additional information on Conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are provided in "AnnexureD" to the Directors' Report and forms part of this Report.

CORPORATE GOVERNANCE:

As per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 report on "Corporate Governance" isattached and forms a part of Directors Report. Mr. Alpesh Paliwal Proprietor of M/s.Paliwal & Co. (Formerly Known as Alpesh Dhandhlya & Associates) Practicing CompanySecretary regarding compliance of the conditions of Corporate Governance as stipulatedunder the Listing Regulation is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

• INDIA TEXTILE INDUSTRY OVERVIEW*:

India's textiles sector is one of the oldest industries in the Indian economy datingback to several centuries. The industry is extremely varied with hand-spun and hand-woventextiles sectors at one end of the spectrum while the capital-intensive sophisticatedmills sector on the other end. The decentralised power looms/ hosiery and knitting sectorforms the largest component in the textiles sector. The close linkage of textiles industryto agriculture (for raw materials such as cotton) and the ancient culture and traditionsof the country in terms of textiles makes it unique in comparison to other industries inthe country. India's textiles industry has a capacity to produce wide variety of productssuitable for different market segments both within India and across the world. Thetextiles sector has witnessed a spurt in investment during the last five years.

Exports have been a core feature of India's textile sector. Exports of both man-madetextile and readymade garments have seen a major boost. A major factor behind therobustness of India's textile industry is its strong production base with a wide range offibres and yarns. India is among the top producers of jute and silk and beyond itsnatural fibres such as cotton jute silk and wool; and synthetic its manmade fibres suchas polyester viscose nylon and acrylic have also created a niche for themselves in themarket.

• OPPORTUNITY*

Indian government has come up with a number of export promotion policies for thetextiles sector. It has also allowed 100 per cent FDI in the sector under the automaticroute. Union Budget 202021 a National Technical Textiles Mission is proposed for a periodfrom 2020-21 to 2023-24 at an estimated outlay of Rs 1480 crore (US$ 211.76 million). inUnion Budget 2021-22 The announcement on setting up of seven mega textiles parks willdirectly impacting the textile industry With the concept of these mega parks with a plugand play model Indian textile and apparel sector particularly SMEs can work on scaleand build competitiveness in manufacturing The Production Linked Incentive (PLI) schemefor man-made fibres and technical textiles with a total outlay of Rs. 10683 crore willhelp the textile industry to become globally competitive attract large investments andboost employment generation. Further reduction in customs duty on caprolactam nylon chipsand nylon fibre & yarn to 5 per cent is step in the right direction as it will bringnylon chain on par with polyester and other man-made fibres. Accordingly the increase incustoms duty on cotton from nil to 10 per cent and on raw silk and silk yarn from 10 percent to 15 per cent will benefit domestic cotton and silk growers. Custom duty policyannounced has dual objectives of promoting domestic manufacturing and helping India get onto global value chain and export better as the domestic textile industry will get easyaccess to raw materials and exports of value- added products which will make textileindustry globally competitive. The Budget allocates Rs. 700 crore for Amended TechnologyUpgradation Scheme (ATUFs) which will help to clear the pending capital subsidy.

* The Company undertakes no obligations to publicly update or revise any of theopinions of statements expressed in this report. Readers are hence cautioned not to placeundue reliance on these statements and are advised to conduct their own investigation andanalysis of the information contained or referred to this statement before taking anyaction with regard to specific objectives.

• REVIEW AND FUTURE OUTLOOK OF THE COMPANY:

The Company is continuously trying to accomplish the desired results. Steps have beentaken for cost diminution and manufacturing quality products by various installedmachineries of the Company. Various aspects of working conditions of workers healthrelated issues minimizing risk of accidents at work place etc. are being taken care of bythe Company. The Company will achieve more turnover by various marketing strategiesoffering more quality products etc. in coming years followed by increase in profit marginby way of various cost cutting techniques and optimum utilization of various resources ofthe Company. The company has found export opportunities for the same line of textileproducts which they were doing Job work presently. Till yet company was involved in Jobwork but now with the view of export opportunities company taken the lead towards theexport in simultaneous with Job Work

• INTERNAL CONTROL SYSTEM:

The Company has proper and adequate system of internal control commensurate with thesize and nature of its business. Regular Internal Audits and Checks carried out and alsomanagement reviews the internal control system and procedures to ensure orderly andefficient conduct of business and to ensure that all assets are safeguarded and protectedagainst loss from unauthorised use or disposition and that transactions are authorisedrecorded and reported correctly. The Company has well defined internal control system.Internal audit in the organization is an independent appraisal activity and it measuresthe efficiency adequacy and effectiveness of other controls in the organization. TheAudit Committee comprising Independent Directors regularly reviews audit planssignificant audit findings adequacy of internal controls and compliance with AccountingStandards among others.

• FINANCIAL PERFORMANCE OF COMPANY:

(A) Highlights of the Company's Financial Performance:

(Rs. in lakhs)

PARTICULARS For the year ended on 31st March 2021 For the year ended on 31st March 2020
Net Total Income 17970.43 9409.79
Less: Operating and Admin. Exps 16760.05 8685.62
Profit before depreciation and Taxes 1210.38 724.17
Less: Depreciation 441.63 376.59
Extraordinary/Exceptional Items 0 0
Profit before Tax (PBT) 768.75 347.58
Less: Taxes (including deferred tax ) 179.37 99.42
Profit after Tax (PAT) 589.38 248.16
Other Comprehensive Income 0.77 (3.22)
Tax (0.21) 0.90
Total Comprehensive Income 0.56 (2.32)
Balance Available for appropriation as on year ended Which the Directors propose to appropriate as under: 2060.27 1470.33
(i) Proposed Dividend NIL NIL
(ii) Corporate Dividend Tax NIL NIL
Surplus Carried to Balance Sheet 589.94 245.84
Earnings Per Equity Share
Basic 15.21 6.40
Diluted 15.21 6.40

(B) Details of significant changes (i.e. change as compared to immediate previousfinancial year) in key financial ratios:

Ratios 2020-21 (%) 2019-20 (%) CHANGE(%)
Debtors Turnover Ratio 37.45 29.15 8.3
Inventory Turnover Ratio 10.44 4.46 5.98
Interest Coverage Ratio 9.53 5.57 3.96
Current Ratio 1.13 0.92 0.21
Debt Equity Ratio 1.52 2.45 (0.93)
Operating Profit Margin % 4.93 4.58 0.35
Net Profit Margin % 3.38 2.68 0.7
Return on Net Worth 21.23 11.35 9.88

(c) Return on Net Worth during the year is 21.23% as compared to 11.35% in the previousyear.

• HUMAN RESOURCES:

The Company believes that its people are its most important asset and thus continuouslystrives to scale up its employee engagement through well structured systems and avisionary HR philosophy. The Company continues to lays emphasis on building and sustainingthe excellent organization climate based on human performance. Performance management isthe key word for the Company. Pursuit of proactive policies for industrial relations hasresulted in a peaceful and harmonious situation in the Company. We are highly focused ondeveloping our employees to perform with the same excellence for the challenges and hugebusiness opportunities that are envisaged in future. The Company firmly believes thatintellectual capital and human resources is the backbone of the Company's success.

• CAUTIONARY STATEMENT:

This Management Discussion and Analysis statement of the Annual Report has beenincluded in adherence to the spirit enunciated in the code of corporate governanceapproved by the Securities and Exchange Board of India. Statement in the ManagementDiscussion and Analysis describing Company's objectives projections estimatesexpectation may be forward-looking statements within the meaning of applicable securitieslaws and regulations. Actual result could differ materially from those expressed orimplied. Important factors that could make a difference to the Company's operation includeeconomic conditions affecting demand/supply and price conditions in the Governmentregulations tax laws other rules & regulation applicable to company and otherincidental factors. Further the discussion following herein reflects the perceptions onmajor issues as on date and the opinion expressed here are subject to change withoutnotice. The Company undertakes no obligations to publicly update or revise any of theopinions of forward looking statements expressed in this report consequent to newinformation future events or otherwise. Readers are hence cautioned not to place unduereliance on these statements and are advised to conduct their own investigation andanalysis of the information contained or referred to this statement before taking anyaction with regard to specific objectives.

RISK MANAGEMENT:

The Board of Directors have developed & implemented a robust risk management policywhich identifies the key elements of risks that threatens the existence of the Company.The Audit Committee reviews the Company's financial and risk management policies and stepstaken by the Company to mitigate such risks at regular intervals.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

This clause is not applicable to company for financial year 2020-2021.

As per the provisions of the Companies Act 2013 the CSR will be applicable tocompanies having net worth of Rs. 500 crores or more or turnover of Rs. 1000 crores ormore or net profit of Rs. 5 crores or more during the immediately preceding financial year and such company shall spend at least 2% of the average net profits of the company'sthree immediately preceding financial years towards CSR activities. Further MCA notifies22nd day of January 2021 as the date on which the provisions of section 21 ofCompanies (Amendment) Act 2019 shall come into force. Section 21 deals with Amendment ofsection 135 of Companies Act 2013 related to Companies (Corporate Social ResponsibilityPolicy) Amendment Rules 2021 where the amount to be spent by a company does not exceedfifty lakh rupees the requirement for the constitution of the CSR Committee shall not beapplicable and the functions of such Committee provided under this section shall in suchcases be discharged by the Board of Directors of such company.

CSR will be applicable to company for the financial year 2021-2022. The Board haveadopted the CSR policy effective from 1st April 2021 in the Board meeting heldon 24th July 2021. The company falls under exemption from constitution of CSRcommittee.

PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of working environmental regulations.

In order to comply with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal ) Act 2013 and Rules framed there under theCompany has formulated and implemented a policy on prevention prohibition and redressalof complaints related to sexual harassment of women at the workplace. All women employeeseither permanent temporary or contractual are covered under the above policy. The saidpolicy has been uploaded on the website of the company www.raghuvir.com

Your Directors state that during the year under review there were no cases filedpursuant to the aforesaid Act.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following:

• that in the preparation of the annual financial statements for the year endedMarch 31 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

• that such accounting policies as mentioned in Notes to the Financial Statementshave been selected and applied consistently and judgement and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at 31st March 2021 and of the profit of the Company for theyear ended on that date;

• that proper and sufficient care has been taken 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 fraud and otherirregularities;

• that the annual financial statements have been prepared on a going concernbasis.

• that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

• that systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.

KEY MANAGERIAL PERSON:

Mr. Sunil R. Agarwal Chairman & Managing Director (Executive) Mr. Yash S. Agarwal& Mr. Hardik S. Agarwal Joint Managing Directors (Executive) Mr. Vikram R. GuptaChief Financial Officer and Miss Pratika P. Bothra Company Secretary & Complianceofficer are the Key Managerial Personnel of the Company as on period ended on 31.03.2021.

Miss. Pratika P. Bothra Company Secretary & Compliance officer resigned from theoffice w.e.f 24th July 2021.

ENVIRONMENT AND POLLUTION CONTROL:

The Company is well aware of its responsibility towards a better and clean environment.Our efforts in environment management go well beyond mere compliance with statutoryrequirements. The Company has always maintained harmony with nature by adoptingeco-friendly technologies and upgrading the same from time to time incidental to itsgrowth programmes.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013 andRegulation 22 of the SEBI (LODR) Regulations 2015. Employees can raise any suspected oractual violations to the Code of Conduct. Specifically employees can raise concernsregarding any discrimination harassment victimization any other unfair practice beingadopted against them or any instances of fraud by or against your Company. Your Directorsstate that during the year under review there were no cases filed pursuant to theaforesaid Act.

THE CHANGE IN NATURE OF BUSINESS:

There is no any material change in the business of the Company during the year underreview.

PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance withthe provisions of section 197(12) of the Companies Act 2013 read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas "Annexure - E" to this report.

No employee has received remuneration in excess of the limits set out in rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014during FY 20202021

APPOINTMENT OF DESIGNATED DEPOSITORY:

1. Pursuant to SEBI vide Circular No. IMD/FPIC/CIR/P/2018/61 dated April 5 2018 forMonitoring of Foreign Investment limits in listed Indian companies your company haveappointed CDSL (CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED) as designated Depository ofthe company.

2. Pursuant to SEBI vide circular dated May 28 2018 for system-driven disclosures insecurities market with effect from August 1 2018 respect to the disclosures ofpromoter/promoter group the CEO and upto two levels below CEO of a company as:

a. Disclosures under Regulation 29(1) and 29(2) of SAST Regulations

b. Disclosures under Regulation 7(2) of PIT Regulations

In compliance with the same your company have appointed NSDL ( National SecuritiesDepository Limited ) as designated Depository of the company and secondary Depository asCDSL (CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED)

ACKNOWLEDGMENT:

The Directors wish to place on record their appreciation to the devoted services of theworkers staff and the officers who largely contributed to the efficient management of theCompany in the difficult times. The Directors place on record their appreciation for thecontinued support of the shareholders of the Company. The Directors also take thisopportunity to express their grateful appreciation for assistance and cooperation receivedfrom the bankers vendors and stakeholders including financial institutions Central andState Government authorities other business associates who have extended their valuablesustained support and encouragement during the year under review.

BY ORDER OF THE BOARD OF DIRECTORS
FOR RAGHUVIR SYNTHETICS LTD.
DATE : 24.07.2021 SUNIL R. AGARWAL
PLACE:AHMEDABAD CHAIRMAN & MANAGING DIRECTOR
DIN : 00265303

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