The Members of
Synthiko Foils Limited.
Your Directors have pleasure in presenting the 32ndAnnual Report togetherwith the Audited Financial Statements on standalone basis for the year ended on 31stMarch 2017.
1. FINANCIAL RESULTS:
(Figures in Rs.)
|Particulars ||For the year ended on 31st March 2017 ||For the year ended on 31st March 2016 |
|Total Income ||177774400 ||174912777 |
|Profit before Depreciation and Tax ||5366223 ||5356804 |
|Less : Depreciation ||2266368 ||2416098 |
|Tax Expenses ||1015527 ||993030 |
|Net Profit for the year ||2084328 ||1947676 |
|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 31.03.2017. ||2084328 ||1947676 |
2. STATEMENT OF COMPANY'S AFFAIRS:
The year 2016-2017 was optimistic year for the company's operations with rising trends.During the year the Income from operations marginally increased from last year's revenueRs. 1728.08 Lacs to 1737.41 Lacs. The profit after tax reported was Rs. 2084328increased by 7% from the figures of the last year's Profit after Tax of Rs. 1947676.
In order to conserve resources your directors do not recommend any dividend for theFinancial Year ended on 31st March 2017.
4. TRANSFER TO RESERVES:
The Company has not transferred an amount to any reserve.
5. 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 2016-17. 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.
6. 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.
7. SUBSIDIARY COMPANY:
Since the Company has no subsidiary provisions of Section 129(3) of the act does notapply to the Company.
During the Financial Year 2016-17 The Company has not accepted any public depositcovered under Section 76 of the Companies Act 2013.
9. 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.
10. BOARD OF DIRECTORS:
At the ensuing 32nd Annual General Meeting of the Company the Whole TimeDirector Mr. Bhavesh Dadhia (DIN:00726076) is liable to retireby rotation and beingeligible offers themselves for re-appointment. Board recommends him re-appointment to themembers for consideration in the ensuing 32ndAnnual General Meeting. During thefinancial year 2016-2017 Mr. Ramesh Dadhia (DIN: 00726044) and Mr. Bhavesh Dadhia (DIN:00726076) was appointed as a Managing Director and Whole Time Director of the Company forthe period of 3 (Three) years with effect from 1st September 2016 to 31stAugust 2019.
12. 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.
14. NUMBER OF MEETINGS OF THE BOARD:
Seven Board Meetings were held during the year 2016-17 pursuant to Section 173 (1) ofCompanies Act 2013.
15. 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 March2017 the applicable accounting standards have been followed and there are not materialdepartures from 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 2017 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.
16. COMMENTS ON AUDIT REPORTS:
There is no qualification reservation or adverse remark or disclaimer made by M/sArvind & Co Chartered Accountants in their Audit report for the year ended on 31stMarch 2017.
The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
As on 31st March 2017 there was no outstanding balance or transactions withrespect to the Mutual Fund Investments. Also the Company has not given loans or Guaranteescovered under Section 186 of Companies Act 2013.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year 2016-17 there being no Contract or Arrangements entered in to by theCompany with related parties.
19. 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.
20. 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 were reviewed by the same and forthwith theevaluated performance of Board Individual Directors and Committees were found to besatisfactory as during the year 2016-17.
21. STATUTORY AUDITORS:
M/s L. J. Kothari & Company (Membership No: 030917) Chartered Accountants isappointed as a Statutory Auditor of the Company for a period of 2 (Two) years subject toratification of shareholders at every Annual General Meeting. The Board has receivednecessary Certificate from Statutory Auditors and the Audit Committee has recommendedtheir re-appointment. Hence the Board hereby recommend to the members the re-appointmentof Statutory Auditors till the conclusion of 34th Annual General Meeting of the Companysubject to the ratification of appointment by the members at respective Annual GeneralMeetings.
22. 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 2017-2018 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.
23. SECRETARIAL AUDITOR REPORT:
The Company has appointed Mr. Nitin Sarfare Partner of M/s HS Associates CompanySecretaries as Secretarial Auditors of the Company to carry out the Secretarial Audit forthe Financial Year 2016-17 and to issue Secretarial Audit Report as per the prescribedformat under rules in terms of Section 204(1) of the Companies Act 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Their reportis appended to this report as Annexure IV to Director's Report.
The company has not appointed Company Secretary as required under section 203 read withrule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. The Company is in process to find out a suitable candidate as Company Secretary. Theboard is identifying an independent Director in order to comply with the necessaryprovisions of composition of the committees. The Company is in process of filingTherequisite form with additional fees if any.
24. 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.
25. 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.
26. 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 2017 andthe Internal Financial Controls are operating effectively.
27. 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.
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.
For and on behalf of the Board
Managing Director and Chairman& CFO
Date:11th August 2017
Particulars of Energy Conservation Technology Absorption and Foreign Exchange Earningand Outgo required under the Companies (Accounts) Rules2014.
CONSERVATION OF ENERGY:
The Company has implemented system of optimum of Energy and its conservation. The oldmachineries were timely replaced with new machineries to get optimum productions andwastage of power and to get the optimum ratio for inputs.
RESEARCH AND DEVELOPMENT (R&D):
The Company's core strategy for Research and Developments pertains to the Research ofnew designs with added values to serve the consumers with the requirements. The productsresearch are conducted in phased manner during the year to introduce new designs andproduct ranges for betterment of the consumer market. The expenditure towards Research andDevelopments were not significant to report.
FUTURE PLANS FOR RESEARCH AND DEVELOPMENTS:
The activities of research and Developments are on ongoing process where the productionpatterns and products designs need updation from time to time to sustain in thecompetitive market. The future plan for Research and Development of new productapplications with the variety range of innovation in design.
The production technologies of the company pertain to Injection moulding and ExtrusionTechnology. The Injection Moulding technology. In line of the Extrusion Technology forPolypropylene sheets the Company has developed multiple applications of PolypropyleneSheets for Industrial users with a range of series. The technological updation is anintegral part of the business to get the better products.
FOREIGN EXCHANGE EARNING AND OUTGO:
| || ||(Rs in Lacs) |
| ||2016-17 ||2015-16 |
|(a) Foreign Exchange Earnings ||- ||242 |
|(b) Foreign Exchange Outgo: || || |
|Import of Capital Goods ||NIL ||NIL |
|Import of Raw materials ||1146.02 ||965.82 |
|Stores and Consumables ||NIL ||NIL |
|Expenses for Foreign Travel ||NIL ||NIL |
|Advances paid for Imports ||NIL ||NIL |
For and on behalf of the Board Of Synthiko Foils Limited
Date: 11th August 2017