The Members of Synthiko Foils Limited.
Your Directors have pleasure in presenting the 35th Annual Report together with theAudited Financial Statements on standalone basis for the year ended on 31st March 2020.
1. FINANCIAL RESULTS:
(Figures in Rs.)
|Particulars ||For the year ended on 31st March 2020 ||For the year ended on 31st March 2019 |
|Total Income ||316428679 ||308399017 |
|Profit before Depreciation and Tax ||8598041 ||7797028. |
|Less : Depreciation ||2542202 ||1828363 |
|Tax Expenses ||1419472 ||1605759 |
|Net Profit for the year ||4636367 ||4362906 |
|Add. Profit & Loss A/c Bal of Previous year ||NIL ||NIL |
|Appropriations: || || |
|Proposed Dividend ||NIL ||NIL |
|Dividend Distribution Tax - on Proposed Dividend ||N.A. ||N.A. |
|Transfer to General Reserve ||NIL ||NIL |
|Balance c/d to Balance Sheet as at 31.03.2020. ||4636367 ||4362906 |
2. STATEMENT OF COMPANY'S AFFAIRS:
The year 2019-2020 was optimistic year for the company's operations. During the yearthe Income from operations increased from last year's revenue Rs. 306218781 to Rs.314007413. The profit after tax reported was Rs. 4636367 increased by 6.26% from thefigures of the last year's Profit after Tax of Rs. 4362906.
3. FUTURE PROSPECTS:
In view of the Covid-19 pandemic the Company expects the current year to be subdued interms of sales. There is a bit of uncertainty about the recovery and how it will affectthe various sectors. Pharmaceuticals have typically been largely unaffected by sectoralcycles. However with a lockdown of such magnitude which has touched almost every countryin the world the impact on the pharmaceutical industry is also yet to be seen. Yourdirectors have tried to ensure that the operations of the Company were restored as quicklyas possible
In order to conserve resources your directors do not recommend any dividend for theFinancial Year ended on 31st March 2020.
5. TRANSFER TO RESERVES:
The Company has not transferred any amount to any reserve.
6. CHANGE IN NATURE OF BUSINESS IF ANY:
There is no change in the nature of business of the Company.
7. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The relations between Company and its employees being cordial and no instance of anyIndustrial Dispute reported during the year 2019-20. During the Financial Year the Companydoes not have any employee who was drawing remuneration required to be disclosed pursuantto the Section 197 of Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
8. PARTICULARS OF REMUNERATION:
In terms of provision of section 197 (12) of the Companies Act 2013 and Rule 5(2) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementshowing have been provided in Annexure III however as there are no employees drawingremuneration in excess of the prescribed limits. The information as required the names andother particulars of employees drawing remuneration in excess of the limits set out in thesaid Rules forms part of the Report. However having regard to the provisions of the firstproviso to Section 136(1) of the Companies Act 2013 the Annual Report including theaforesaid information is being sent to the Members of the Company.
9. SUBSIDIARY COMPANY:
Since the Company has no subsidiary provisions of Section 129(3) of the act does notapply to the Company.
10. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITATIVES:
Since the provisions of section 135 of the Companies Act 2013 is not applicable to theCompany. Therefore Company has not developed and implemented policy on Corporate SocialResponsibility.
The Company has neither accepted nor renewed any deposits during the year under review.
12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGO:
The particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings/ outgo are set out in Annexure - I to this Report.
13. BOARD OF DIRECTORS:
During the year company obtained shareholders' approval for Re-appointment and paymentof remuneration to Mr. Ramesh Dadhia and Mr. Bhavesh Dadhia as Managing Director andWhole-time Director respectively and payment of remuneration w.e.f 1st September 2019 to31st August 2022 in its Annual General Meeting held on 30th September 2020.
Company also obtained shareholders' approval for re-appointment of Mr. Dilip Punjabi asIndependent Non-Executive Director for second term of Five (5) consecutive years w.e.f 1stApril 2019 in its Annual General Meeting held on 30th September 2020.
During the year Ms. Monika Budhani resigned as a Company Secretary and ComplianceOfficer of the Company w.e.f 13th June 2019 and Board appointed Mr. Sunil Dhoot as aCompany Secretary and Compliance Officer of the Company w.e.f 1st December 2019 in itsboard meeting held on 23rd November 2019.
14. EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return in Form MGT - 9 pursuant to Section 92 (3) of theCompanies Act 2013 and rule 12 (1) of Companies (Management and Administration) Rules2014 are as per Annexure - II to this Report.
15. NUMBER OF MEETINGS OF THE BOARD:
Six (6) Board Meetings were held during the year 2019-20 pursuant to Section 173 (1) ofCompanies Act 2013.
16 DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(7) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
17. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (C) of the Companies Act 2013 your Directors state that:
(a) in the preparation of Annual Accounts for the year ended on 31st March 2020 theapplicable accounting standards have been followed and there are not material departuresfrom the same.
(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 on 31stMarch 2020 and the profit and loss of the Company for that period.
(c) the Directors have taken proper and sufficient care for the maintenance of theadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
(d) the Directors have prepared Accounts on 'going concern' basis. and
(e) The Directors have laid down internal financial controls to be followed by theCompany and that such financial controls are adequate and are operating effectively.
(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
18. COMMENTS ON AUDIT REPORTS:
There is no qualification reservation or adverse remark or disclaimer made by M/s S CMehra and Associates LLP Chartered Accountants in their Audit report for the year ended on31st March 2020.
The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.
19. REPORTING OF FRAUDS AUDITORS:
During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under section 143(12) of the Act details of which needs to bementioned in this Report.
20 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The particulars of loans given and investment made has been disclosed in the financialstatements in notes 6 of the financial statements.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year 2019-20 the Contract or Arrangements entered in to by the Company withrelated parties were approved by the Audit Committee pursuant to subsection (iv) (4) ofSection 177 of Companies Act 2013 and by the Board of Directors pursuant to Section 188(1) of Companies Act 2013.
The related party transactions were at arm's length basis and were in the ordinarycourse of business of the Company. The other details with respect to related partytransactions in Form AOC - 2 are set out in Annexure - IV to this Report. The policy onRelated Party Transactions is available on Company's website- www.synthikofoilsltd.com.
22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company to which the financialstatements relate and the date of the report.
23 EVALUATION OF BOARD:
The performance of Board its Committees and Individual Directors were reviewed duringthe year pursuant to subsection (p) (3) of Section 134 of Companies Act 2013. Also theperformance of Committees of the Board was reviewed by the same and forthwith theevaluated performance of Board Individual Directors and Committees were found to besatisfactory as during the year 2019-20.
24 STATUTORY AUDITORS:
M/s S C Mehra and Associates Chartered Accountants (FRN: 106156W) were appointed asstatutory auditors of the company at the 34th Annual General Meeting held on 30thSeptember 2019 for a period of 3 years- i.e till the conclusion of 37th Annual GeneralMeeting to be held in 2022.
However as per Companies (Amendment) Act 2017 notified on 7th May 2018 theprovisions regarding the ratification of Auditor in every AGM has been done away.
25. INTERNAL AUDITORS:
As per section 138 of the Companies Act 2013 the Company has appointed M/s. VatsalBhatia & Company Chartered Accountant as the internal auditors for the financial yearto 2020-2021 to conduct the internal audit and to ensure adequacy of the Internalcontrols adherence to Company's policies and ensure statutory and other compliancethrough periodical checks and internal audit.
26. SECRETARIAL AUDITOR REPORT:
The Company has appointed M/ s HS Associates Company Secretaries as SecretarialAuditors of the Company to carry out the Secretarial Audit for the Financial Year 2019-20and to issue Secretarial Audit Report as per the prescribed format under rules in terms ofSection 204(1) of the Companies Act 2013 and Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. Their report is appended to this reportas Annexure V to Director's Report.
1. The Composition of Audit Committee and Nomination and Remuneration Committee is notin Compliance with the provisions of Section 177 and 178 of Companies Act 2013respectively.
1. Company being a small company in terms of paid-up capital and revenue is in processof identifying a suitable candidate to be appointed as Independent Director of theCompany.
27. COMMITTEES OF THE BOARD:
The Company's Board has the following committees:
1. Audit Committee.
2. Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee).
3. Nomination and remuneration Committee.
28. WHISTLE BLOWER:
The Board of Directors have set up the Whistle Blower Policy I.e. Vigil Mechanism forDirectors and Employees of the Company to report concerns about unethical behavior actualor suspected fraud or violations of Company's Code of Conduct or Ethics Policy. Thedetailed Vigil Mechanism Policy is available at Company's Website:www.synthikofoilsltd.com.
29. INTERNAL FINANCIAL CONTROLS:
The Board hereby reports that the Internal Financial Controls were reviewed by theAudit Committee and there were adequate Internal Financial Controls existed in the Companywith respect to the Financial Statements for year ended on 31st March 2020 and theInternal Financial Controls are operating effectively.
30. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is following the applicable Secretarial Standards as prescribed andformulated by ICSI during the Financial year 2019-2020.
31. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaintsredressal for the benefits of its employees. There were no complaints filed against any ofthe employees of the Company under this Act.
32. LISTING OF SHARES:
The Equity Shares of the Company as listed on BSE Limited.
33. OTHER DISCLOSURES:
The company does not have any Employees Stock Option Scheme in force and henceparticulars are not furnished as the same are not applicable
The Company seeks to promote highest levels of ethical standards in the normal businesstransactions guided by the value system. The SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandates formulation of certain policies for ListedCompanies. The Policies are reviewed periodically by the Board and are updated based onthe need and compliance as per the applicable laws and rules and as amended from time totime. The policies are available on the website of the Company Website:www.synthikofoilsltd.com.
35. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year there has been no significant material orders passed by the Regulatorsor Courts or Tribunals impacting the going concern status and company's operations infuture.
36. ENHANCING SHAREHOLDER VALUE:
Your company firmly believes that its success the marketplace and a good reputationare among the primary determinants of value to the shareholder.
The organizational vision is founded on the principles of good governance anddelivering leading-edge products backed with dependable after sales services. Followingthe vision Your Company is committed to creating and maximizing Long-term value forshareholders.
37. CAUTIONARY STATEMENT:
Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operation include global and domestic demand and supply conditionsaffecting selling prices of Raw Materials Finished Goods input availability and priceschanges in government regulations tax laws economic developments within and outside thecountry and various other factors. The current Covid-19 pandemic has also affected theoperations of the Company.
The Board of Directors hereby express thanks to all the Shareholders CustomersSuppliers Associates Employees and various Authorities for extending their valuedsupport and patronage to the Company.
|Date: 31st August 2020. ||For and on behalf of the Board |
| ||Sd/- |
|Place: Jawhar ||Ramesh Dadhia |
| ||(DIN 00726044) |
| ||Managing Director & Chairman |