The Members of Synthiko Foils Limited.
Your Directors have pleasure in presenting the 34th Annual Report togetherwith the Audited Financial Statements on standalone basis for the year ended on 31stMarch 2019.
1. FINANCIAL RESULTS:
| || ||(Figures in Rs.) |
|Particulars ||For the year ended on 31st March 2019 ||For the year ended on 31st March 2018 |
|Total Income ||308399016 ||219399035 |
|Profit before Depreciation and Tax ||7797029 ||7732882 |
|Less : Depreciation ||1828363 ||1871173 |
|Tax Expenses ||1605759 ||1638509 |
|Net Profit for the year ||4362906 ||4223199 |
|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 31.03.2019. ||4362906 ||4223199 |
2. STATEMENT OF COMPANY'S AFFAIRS:
The year 2018-2019 was optimistic year for the company's operations with rising trends.During the year the Income from operations increased from last year's revenue Rs. 2153.94Lacs to 3062.18 Lacs. The profit after tax reported was Rs. 4362906 increased by 4.13%from the figures of the last year's Profit after Tax of Rs. 4223199
In order to conserve resources your directors do not recommend any dividend for theFinancial Year ended on 31st March 2019.
4. TRANSFER TO RESERVES:
The Company has not transferred any 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 2018-19. 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 employeesdrawing remuneration in excess of the prescribed limits. The information as required thenames and other particulars of employees drawing remuneration in excess of the limits setout in the said Rules forms part of the Report However having regard to the provisions ofthe first proviso to Section 136(1) of the Companies Act 2013 the Annual Reportincluding the aforesaid 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.
There is an outstanding amount of unsecured loans from its Director of Rs. 4675516/-as on the financial year ended 31st March 2019.
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:
Board Approved re-appointment and payment of remuneration to Mr. Ramesh Dadhia and Mr.Bhavesh Dadhia as Managing Director and Whole-time Director respectively w.e.f 1stSeptember 2019 to 31st August 2022 in board meeting held on 14thFebruary subject to approval of shareholders in ensuing annual general meeting.
Board also approved re-appointment of Mr. Dilip Punjabi as Independent Non-ExecutiveDirector for second term of Five (5) consecutive years on 14th February subjectto approval of shareholders in ensuing annual general meeting.
Ms. Monika Budhani was appointed as a Company Secretary and Compliance Officer of theCompany in the board meeting held on 22nd February 2019.
11. 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.
12. NUMBER OF MEETINGS OF THE BOARD:
Five (5) Board Meetings were held during the year 2018-19 pursuant to Section 173 (1)of Companies Act 2013.
13. 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 March2019 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 31 stMarch 2019 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.
14. COMMENTS ON AUDIT REPORTS:
There is no qualification reservation or adverse remark or disclaimer made by M/s L.J. Kothari & Co Chartered Accountants in their Audit report for the year ended on 31stMarch 2019.
The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
As on 31st March 2019 there was no outstanding balance or transactions withrespect to the Mutual Fund Investments. Also the Company has not given loans orGuarantees covered under Section 186 of Companies Act 2013.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year 2018-19 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 on Related Party Transactions is available on Company's website- www.synthikofoilsltd.com.
17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
There were no material changes and commitments affecting the financial of the financialyear of the Company to which the financial statements relate and the date of the
18. 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 2018-19.
19. STATUTORY AUDITORS:
M/s. L.J. Kothari & Company Chartered Accountants (FRN: 105313W) were appointed asstatutory auditors of the company at the 32nd Annual General Meeting for aperiod of 2 years- i.e till the conclusion of 34th Annual General Meeting to beheld in 2019. As they have completed their one term as auditors of the company are noteligible for reappointment. Accordingly as per said requirements of the act M/s S C Mehra& Associates Chartered Accountants (FRN: 106156W) are proposed to be appointed asauditors for a period of 3 (Three) years commencing from 34th AGM till theconclusion of the 37th AGM to be held in the year 2022.
M/s S C Mehra & Associates Chartered Accountants (FRN: 106156W) have consented tothe said appointment made would be within the limits specified under Section andconfirmed Act. They have further confirmed that they are not disqualified to be appointedas statutory auditors in terms of the provisions of the proviso to Section 139(1) Section141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit andAuditors) Rules 2014.
The Audit Committee and the Board of Directors have recommended the appointment of M/sS. C. Mehra & Associates Chartered Accountants (FRN: 106156W) as statutory auditorsof the Company from the conclusion of the 34th AGM till the conclusion of 37thAGM to the shareholders at a remuneration of Rs. 120000 (One Lakh Twenty Thousand) asfixed by the Audit Committee and the Board of Directors of the Company in addition to there-imbursement of applicable taxes and actual out of pocket incurred in connection withthe audit and billed progressively. Also the Company has also received their eligibilityand consent to act as statutory auditors. They have also provided the Peer ReviewCertificate as required by SEBI Regulations
20. 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 2019-2020 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.
21. SECRETARIAL AUDITOR REPORT:
The Company has appointed Mr. Prasad Chavan Partner of M/s HS Associates CompanySecretaries as Secretarial Auditors of the Company to carry out the Secretarial Audit forthe Financial Year 2018-19 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 V to Director's Report.
1. The Composition of Audit Committee and Nomination and Remuneration Committee isnot in Compliance with the provisions of Section 177 and 178 of Companies Act 2013respectively.
2. Minor Promoter Shareholding is not in demat form as per Regulation 31 of LODR.
3. During the year Balance Sheet is not signed by Company Secretary. Also Companyhas received penalty notice from BSE for non-compliance of Reg 6(1) of SEBI (LODR) 2015.However as on the date of this report company has not paid the said penalty.
1. The board is identifying an Independent Director in order to comply with thenecessary provisions of composition of the committees.
2. As on the date of this report company has complied and 100% promoter shareholdingis in demat form as per Regulation 31 of LODR.
3. Company has appointed Ms. Monika Budhani as Company Secretary w.e.f. 23rdFebruary 2019.
22. 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.
23. 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.
24. 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 2019 andthe Internal Financial Controls are operating effectively.
25. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is following the applicable Secretarial Standards as prescribed andformulated by ICSI during the Financial year 2018-2019
26. 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 of its employees. There were nocomplaints filed a mechanism of lodging complaints redressal for the benefits against anyof the employees of the Company under this Act.
27. LISTING OF SHARES:
The Equity Shares of the Company as listed on BSE Limited. Also Company has receivednotice of penalty of Rs. 108560 from BSE for Non-Compliance of Reg 6(1) of LODR.
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 |
| ||Sd/- |
| ||Ramesh Dadhia |
|Place: Jawhar ||Chairman & Managing Director |
|Date: 14th August 2019 ||(DIN: 00726044) |