Your directors have pleasure in presenting their 39th Annual Report on the business andoperations of the Company and Audited Statement of Accounts for the year ended 31st March2021.
1. FINANCIAL HIGHLIGHTS
The Board's Report is prepared based on the stand alone financial statements of theCompany.
(Rs. in Lakhs)
|Sr. No. Particulars ||2020-21 ||2019-20 |
|1 i. Net Sales/ Income ||1426.61 ||2091.18 |
|ii. Other Income ||14.18 ||25.54 |
|Total ||1440.79 ||2116.72 |
|2 Total Expenditure || || |
|i) Cost of material consumed ||321.76 ||1278.5 |
|ii) Purchase of stock ||56.48 ||109.56 |
|iii) Changes in inventories ||197.49 ||-236.27 |
|iv) Employee benefit Expenses ||104.9 ||120.5 |
|v) Financial cost ||63.61 ||40.32 |
|vi) Depreciation & Amortization Expense ||28.05 ||49.3 |
|vii) Other Expenditure ||468.22 ||563.62 |
|Total ||1240.52 ||1925.52 |
|3 Profit Before Tax ||200.28 ||191.2 |
|4 Provision for taxation || || |
|i) Current Tax ||-43 ||-50 |
|ii) Deferred Tax ||-3.01 ||1.79 |
|iii) Earlier years Tax || || |
|5 Profit After Tax ||154.27 ||142.99 |
|6 Other Comprehensive Income ||41.63 ||-28.74 |
|7 Amount Available for Appropriation ||195.9 ||114.52 |
|8 Appropriations: || || |
|Proposed Dividend ||- ||- |
|Dividend Distribution Tax ||- ||-15.83 |
|Transferred to General Reserve ||- ||- |
|9 Balance carried to Balance Sheet ||210.1 ||55.83 |
|10 Basic and diluted EPS ||0.28 ||0.16 |
The Directors do not recommend any dividend for the Financial Year ended on 31st March2021.
The Board of Directors has decided to transfer NIL to the General reserve.
During the period under review the profit after tax (PAT) stood at Rs. 154.27 Lakhs(Previous Year Rs. 142.99 Lakhs) there is a increase by 7.89%as compared to the lastfinancial year. The performance for the coming year is expected to improve upon from thelast year if right macroeconomic indicators are achieved in the future.
5. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors state that
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The Directors had 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 and ofthe profit and loss of the Company for that period;
(c) The Directors had 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 had prepared the annual accounts on a going concern basis;
(e) The Directors had 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 had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
6. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Report in form MGT-9 as requiredunder Section 92(3) of the Companies Act 2013 read with rule 12(1) of the Companies(Management and Administration) Rules 2014 are included in this Report as Annexure-I andforms an integral part of this report.
7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto is disclosed inForm No. AOC-2 as Annexure II.
Disclosure of transaction with the person belonging to promoter or promoter groupholding 10% or more of shareholding in our company (in the format prescribed in relevantaccounting standards for annual result) forms part of financial statement.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENTS/ RESIGNATIONS DURING THE YEAR :
|Sr. Name of the no Director ||Designation ||Appointment/ Resignation ||Date of Appointment/ Resignation ||Date of Board Meeting |
|1. Mr. Rajesh Poddar ||Managing Director ||Appointment ||01-04-2020 ||20-03-2020 |
|2. Mr. Madhusudan Lohia ||Independent Director ||Appointment ||29-07-2020 ||29-07-2020 |
|3. Mr. Rajesh Raut ||Chief Financial Officer (CFO) ||Termination ||29-07-2020 ||29-07-2020 |
|4. Mr. Sudarshan Thakur ||Chief Financial Officer (CFO) ||Appointment ||04-09-2020 ||04-09-2020 |
|5. Mr. Aryan Poddar ||Director ||Appointment ||17-09-2020 ||17-09-2020 |
|6. Mr. Ramprasad Poddar ||Director ||Resignation ||03-11-2020 ||11-11-2020 |
9. PARTICULARS OF EMPLOYEES
The information required pursuant to Rule 5 (1) of Companies(Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure III to theDirectors Report.
Particulars of employees drawing remuneration in excess of limits prescribedunder Section 134 (3)(q) read with Rule 5(2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:
There are no employees drawing remuneration exceeding Rupees One crore and two Lakhsper annum if employed throughout the financial year or Rupees Eight Lakh and FiftyThousand per month if employed for part of the financial year or draws remuneration inexcess of Managing Director or Whole time Director or Manager and holds by himself oralong with his spouse and dependent children not less than two percent of the equityshares of the Company.
10. NUMBER OF MEETINGS OF BOARD
|Sr. No. Particulars ||No. of meetings held |
|1. Board Meetings ||Seven |
|2. Audit Committee meetings ||Four |
|3. Nomination remuneration Committee meetings ||Three |
11. FORMAL ANNUAL EVALUATION
Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an annual evaluation of its own performance and working of its Committees.The Board's functioning was evaluated on various aspects including inter alia degree offulfillment of key responsibilities its structure and composition establishment anddelegation of responsibilities to various Committees. Directors were evaluated on aspectssuch as attendance and contribution at Board/ Committee Meetings and guidance/ support tothe management of the Company. Areas on which the Committees of the Board were assessedincluded degree of fulfillment of key responsibilities adequacy of Committee compositionand effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole.
12. DECLARATION BY INDEPENDENT DIRECTORS
Declarations by the Independent Directors that they meet the criteria of independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013 has been receivedby the Company.
The Ministry of Corporate Affairs ("MCA") vide Notification Number G.S.R.804(E) dated 22nd October 2019 and effective fromlst December 2019 has introduced theprovision relating to inclusion of names of Independent Directors in the Data Bankmaintained by Indian Institute of Corporate Affairs (IICA). All Independent Directors ofthe Company are registered with IICA.
In the opinion of the Board the Independent Directors hold highest standard ofintegrity and possess the requisite qualifications experience expertise and proficiency.
13. REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of directors Key Managerial Personnel and Senior Management of the Company.The said policy is also uploaded on the website of the Company; i.e.www.swastivinayaka.com
M/s. S P Jain & Associates Chartered Accountants (Firm Registration No. 103969W)are appointed as the Statutory Auditors of the Company at the 38th AGM held on December28 2020 to hold office from the conclusion of the 38th AGM till the conclusion of the43rd AGM of the Company.
The report given by the Auditors on the financial statements of the Company is a partof the Annual Report.
The Auditors have not expressed a qualified opinion in their Audit Report for FinancialYear ended 31st March 2021.
The Statutory Auditor of the Company has not reported any instances of fraud asspecified under the second proviso to Section 143(12) of the Act.
15. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act 2013 and Rules made thereunder M/s.Sandeep Dar and Co. Practicing Company Secretaries have been appointed as SecretarialAuditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure IVto this report. The report is self-explanatory and Company has initiated steps to complywith various non-compliances as per the provisions of various statute mentioned under theSecretarial Audit Report.
16. COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 (1) OFCOMPANIES ACT 2013 :
Your Company Confirms that maintenance of Cost Records as specified by CentralGovernment under Section 148 (1) of Companies Act 2013 is not applicable to your Company.
17. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Companywww.swastivinayaka.com.
18. COMPOSITION OF AUDIT COMMITTEE
Composition of Audit Committee is required under section 177 (8) of the Companies Act2013.
The Composition of Audit Committee is as follows:
|1. Mr. Sanjiv Rungta ||- Chairman |
|2. Mr. Rakesh Garodia ||- Member |
|3. Mr. Dinesh Poddar ||- Member |
19. SIGNIFICANT MATERIAL CHANGES
There were no material changes and commitments which adversely affect the financialposition of the Company Except the Covid-19 crisis has caused a slowdown to the wholeindustry and we are not immune to it. The pandemic has directly affected both the demandand supply side which has created a severe impact for the overall economy. There is nodenying that this situation will have a negative impact on liquidity and would likely toput downward pressure on the Indian textile sector as a whole. Since the market will takeits course of time to evolve from the setback we have reevaluated and accelerated certainplans to bounce back.
20. RISK MANAGEMENT
The Company is periodically reviewing its risk management perception taking intoaccount overall business environment affecting/ threatening the existence of the Company.Presently board is of the opinion that such existence of risk is minimal.
21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal -financial controls are adequate and operatingeffectively. During the year such controls were tested and no reportable materialweakness in the design or operation was observed.
During the year under review the Company has not accepted any deposits within themeaning of Section 73 of Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 and as such no amount on account of principal or interest on publicdeposits was outstanding as on the date of the balance sheet.
23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013
During the year under review the Company has neither given any loan nor provided anyguarantees which are governed by the provisions of Section 186 of the Companies Act 2013.
24. MANAGEMENT DISCUSSION AND ANALYSIS
I. INDUSTRY STRUCTURE AND DEVELOPMENTS
The year ahead looks very grim for the Indian Textile Industry as both domesticconsumption as well as export demand would be badly affected at least in the 1st half of2021-22 due to the Second wave of Covid-19. Production activity would also be affected onaccount of shortage of raw material and labour as well as on account of the credit crunch.
Your Company has survived many a difficult times. Your Company with its inherentstrengths like visionary leadership versatile work force well known Brands ultra modernmanufacturing facilities aggressive marketing strategies and well penetrated distributionnetwork is confident to tide over this difficult phase too.
The Government of our Country is taking steps to revive the economy and has come outwith schemes to provide financial aid (collateral free loan interest subvention etc.)toMicro small & medium enterprises (MSME).
II. OPPORTUNITIES AND THREATS
Ministry of Textiles (MoT) has set a target of increasing the textile business sizefrom the current level of USD 167 Bn to USD 350 Bn by 2025 at USD 650 Bn by 2030. Toachieve the desired target (MoT) under the direction of Hon'ble Union Minister ofTextiles Smt Smriti Zubin Irani has initiated the process of formulating thecomprehensive National Textile Policy covering the entire textile value chain for the next5 years. The existing policy was announced way back in year 2000 and the new policy willbe formulated after more than 2 decades.
Extend the benefits of RoSL/ROSCTL MEIS and IES for the cotton yarn till the proposedRemission of Taxes or Duties on Export Product (RoDTEP) benefit comes into force.The postcovid 19 impact is still not ascertainable.
III. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE
Your Company operates in one segment only.
In order to satisfy the taste of customers in future and focus on cost optimization weexpect the outlook to be satisfactory. Our focus remains on value added products and newproduct development to cater to the niche segment of the market.
V. RISKS AND CONCERNS
The post Covid 19 low demand prices of raw material and labour etc. are matter ofconcern.
VI. INTERNAL CONTROL SYSTEMS AND THEIRADEQUACY
The existing internal controls are adequate and commensurate with the nature sizecomplexity of the Business and its Processes. During the year the Company has laid downthe framework for ensuring adequate internal controls and to ensure its effectivenessnecessary steps were taken by the Company.
VII. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
Your Company's total textile sales registered a growth resulting in revenue fromoperations being Rs.1426.61 Lakhs for the financial year ended on March 31 2021 asagainst Rs. 2091.18 Lakhs in Previous year and Profit after Tax was recorded at Rs. 154.27Lakhs in the current year as against Rs. 142.99 Lakhs in the previous year.
KEY FINANCIAL RATIOS:
|Ratio ||2021 ||2020 ||Change |
|Debtor turnover ratio ||4.15 ||6.11 ||(196) |
|Inventory turnover ratio ||0.52 ||2.13 ||(1.61) |
|Interest coverage ratio ||3.47 ||5.53 ||(2.06) |
|Current ratio ||2.51 ||1.75 ||0.76 |
|Debt equity ratio ||0.13 ||0.13 ||No change |
|Operating profit ratio ||10.71 ||6.76 ||3.95 |
|Net profit ratio ||13.60 ||5.40 ||8.2 |
Forward Looking Statements
Statement in the Management Discussion and Analysis describing the Company'sobjectives projections estimates expectations or predictions may be forward lookingstatements within the meaning of applicable securities laws and regulations. Actualresults could differ materially from those expressed or implied. Important factors thatcould make a difference to the Company's operations include raw material availability andprices cyclical demand and pricing in the Company's principal markets changes inGovernment regulations tax regimes economic developments within India and the countriesin which the Company conducts.
25. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceas required under the Act.
The following is a summary of sexual harassment complaint received or dispose of duringthe year 2020 - 21.
No. of Complaint received : NIL
No. of Complaint disposed off : NIL
Further the Company has constituted the Internal Complaints Committee under the SexualHarassment of Woman at Workplace (Prevention Prohibition and Redressal) Act 2013 thecomposition of Committee is as follows:
|Sr. No. Name of Member ||Position held in IC Committee |
|1. Sneha Samel ||Presiding Officer |
|2. Ujjwala P Raut ||Member |
|3. Ashish Bhuravane ||Member |
|4. Mitesh Sharma ||Member |
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO PURSUANT TO PROVISIONS OF SECTION 134 OF THE COMPANIES ACT 2013 READ WITH RULE 8(3) OF COMPANIES (ACCOUNTS) RULES 2014
A) CONSERVATION OF ENERGY:
(i) The steps taken or impact on conservation of energy - Energy conservation continuesto receive priority attention at all levels by regular monitoring of all equipments anddevices which consume electricity.
(ii) The steps taken by the company for utilizing alternate sources of energy - Companyensures that the manufacturing operations are conducted in the manner whereby optimumutilization and maximum possible savings of energy is achieved.
(iii) The capital investment on energy conservation equipments - Since Company ishaving adequate equipment no capital investment on energy conservation equipments is madeduring the year.
B) TECHNOLOGY ABSORPTION:
(i) The efforts made towards technology absorption- Not Applicable
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution - Not Applicable
(iii) In the case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) - Not Applicable.
(a) The details of technology imported - Not Applicable
(b) The year of import - Not Applicable
(c) Whether the technology been fully absorbed - Not Applicable
(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof - Not Applicable
(iv) The expenditure incurred on Research and Development - At present the Company doesnot have separate division for carrying out research and development work. No expenditurehas therefore been earmarked for this activity.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings and foreign exchange outgo amounted to Rs.20.38 Lakhs during the year under review.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant or material orders were passed by the regulators or courts or Tribunalswhich impact the going concern status and Company's' operations in future.
28. SECRETARIAL STANDARDS ISSUED BY INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI) :
The Company has complied with Secretarial Standard Issued by Institute of CompanySecretaries of India (ICSI).
We record our gratitude to the Banks and others for their assistance and cooperationduring the year. We also wish to place on record our appreciation for the dedicatedservices of the employees of the Company. We are equally thankful to our esteemedinvestors for their co-operation extended to and confidence reposed in the management.
|Registered Office: ||By Order of the Board |
|J-15 M.I.D.C. Tarapur ||Swasti Vinayaka Synthetics Limited |
|Boisar Dist. Palghar Maharashtra - 401506. ||Sd/- |
|Date: 12th July 2021 ||Rajesh Poddar Chairman & Managing Director |
|Place: Mumbai ||(DIN-00164011) |