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Yamuna Syndicate Ltd.

BSE: 540980 Sector: Others
NSE: N.A. ISIN Code: INE868X01014
BSE 00:00 | 23 Mar 11565.00 -85.05
(-0.73%)
OPEN

11565.00

HIGH

11565.00

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11565.00

NSE 05:30 | 01 Jan Yamuna Syndicate Ltd
OPEN 11565.00
PREVIOUS CLOSE 11650.05
VOLUME 1
52-Week high 14949.90
52-Week low 11500.00
P/E 38.10
Mkt Cap.(Rs cr) 355
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11565.00
CLOSE 11650.05
VOLUME 1
52-Week high 14949.90
52-Week low 11500.00
P/E 38.10
Mkt Cap.(Rs cr) 355
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Yamuna Syndicate Ltd. (YAMUNASYNDICATE) - Director Report

Company director report

1.00 The Board hereby presents its Report for the year ended March 31 2022.

2.00 FINANCIAL RESULTS AND HIGHLIGHTS:

2.01 The financial results of the Company are given below:

(Rupees in Lakhs)
Particulars As at 31.03.2022 As at 31.03.2021
I. ASSETS:
Fixed Assets 28.95 25.17
Other Non-current Assets 4071.40 4073.35
Current Assets 3446.73 2909.98
Total 7547.08 7008.50
II. EQUITY AND LIABILITIES:
Equity 7387.15 6904.15
Non-current Liabilities 16.14 16.31
Current Liabilities 143.79 88.04
Total 7547.08 7008.50
III. Revenue from Operations 6259.80 5475.83
Other Income 454.07 801.11
Total Revenue 6713.87 6276.94
IV. Total Expenses 6057.94 5284.72
V. Profit before Tax (III-IV) 655.93 992.22
VI. Tax Expenses including deferred tax 50.99 114.10
VII. Profit/(Loss) after Tax (V-VI) 604.94 878.12
VIII. Other Comprehensive Income/ (Expense) 1.01 0.28
IX. Total Comprehensive Income for the year (VII+VIII) 605.95 878.40
X. Dividend paid during the year 122.95 537.89
XI. Balance carried to Profit & Loss Account 483.00 340.51
XII. Basic/Diluted earning per Share of Rs. 100/- each (Figures in Rupees) 196.81 285.69

3.00 WEBLINK OF THE ANNUAL RETURN:

3.01 The Annual Return is available on the website of the Companywww.yamunasyndicate.com

4.00 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

4.01 Five Board Meetings were held during the year ended March 31 2022.

5.00 DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134(3)(c) OF THE

COMPANIES ACT 2013:

5.01 Pursuant to the requirement of Section 134(3)(c) of the Companies Act 2013(‘the Act') and based on the representation received from the operating managementyour Directors hereby confirm that:

(a) In the preparation of the Annual Accounts for the financial year ended March 312022 the applicable Accounting Standards have been followed and there are no materialdepartures;

(b) The Directors have selected such accounting policies with the concurrence of theStatutory Auditors and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit of the Company for thefinancial year;

(c) The Directors have taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013. They confirm that there are adequate systems andcontrols for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;

(d) The Directors have prepared the Annual Accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by theCompany and these financial controls are adequate and are operating effectively; and

(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.

6.00 DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SECTION 143(12) OF THECOMPANIES ACT 2013:

6.01 The Auditors have not reported any frauds under sub-section (12) of the section143 Companies Act 2013 and rules made there under to the Board of Directors.

7.00 STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

UNDER SECTION 149(6) OF THE COMPANIES ACT 2013:

7.01 All the Independent Directors have furnished declarations that each of them meetsthe criteria of Independence as provided in Sub-section (6) of Section 149 of theCompanies Act 2013 and Rule 6(1) and (2) of the Companies (Appointment &Qualification of Directors) fifth Amendment Rules 2019.

8.00 POLICY ON DIRECTORS' APPOINTMENT/ REMUNERATION:

8.01 The Nomination and Remuneration Committee formulated the criteria for determiningqualifications positive attributes and independence of a director and recommended to theBoard a policy relating to the remuneration for the directors key managerial personneland other employees. While formulating the policy the Committee has taken into account:

i) that the level and composition of remuneration is reasonable and sufficient toattract retain and motivate directors of the quality required to run the companysuccessfully;

ii) that relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

iii) that remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long termperformance objectives appropriate to the working of the company and its goals.

8.02 The Nomination and Remuneration policy is available on the website of the Companywww.yamunasyndicate.com

9.00 EXPLANATION OR COMMENTS ON QUALIFICATION ETC. BY AUDITORS AND COMPANY SECRETARYIN PRACTICE:

9.01 There is no qualification reservation or adverse remark or disclaimer made by theStatutory

Auditors in the Auditors' Report or by the Company Secretary in Practice in SecretarialAudit

Report needing explanation or comments by the Board.

10.00 PARTICULARS OF LOANS/GUARANTEES/INVESTMENTS:

10.01 Particulars of Investment made Loans given and/or Guarantee/Security providedunder Section 186 of the Companies Act 2013 as at March 31 2022 are as under:-

Sr. Particulars No Face Value per share No. of Shares Value (Rs. in Lakhs)
1. Investment in Equity Shares : Re 1/- As at 01.04.2021 33084798 4057.97
Isgec Heavy Engineering Ltd. Investment during the year Nil Nil
As at 31.03.2022 33084798 4057.97
2. Loan/Guarantee/ Security Nil Nil

11.00 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

11.01 The Company has formulated a Policy on Materiality of Related Party transactionsand also on dealing with Related Party transactions as required under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Policy on Related Partytransactions has been disclosed on the website of the Company at:https://www.yamunasyndicate.com/downloads/Policy_on_Materiality_of_Related_Party_Transactions_and_on_Dealing_with_Related_Party_Transactions.pdf

11.02 All contracts arrangements and transactions entered by the Company during thefinancial year with related parties were in its ordinary course of business and were onarm's length basis.

11.03 The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 are given in the prescribed Form AOC-2 annexedas Annexure-1. .

12.00 STATE OF COMPANY AFFAIRS AND OPERATIONS INCLUDING MANAGEMENT DISCUSSION &ANALYSIS:

12.01 Trading business was affected due to Covid 19 in the first quarter of the yearunder report. Things improved thereafter and overall business performance has been good.

12.02 Revenue and Profit from trading operations have been about 15% and 10% higherrespectively as compared to last year.

12.03 Our performance in most of the trading areas was good. However distributionactivity in Himachal was adversely impacted owing to poor demand. In addition retailelectrical business was below expectation due to competition and cash crunch.

12.04 Regarding the future scenario and emerging threats overall economic situationduring Fiscal 2023 is expected to be challenging. Conflict in Europe steep rise inpetroleum gas & commodity prices are likely to throw up uncertainties. Demandsituation will be a cause for concern and there will be growing competition.

12.05 As in the previous years we will continue to retain our focus on safety qualityand customer service. We shall also endeavor to identify new product lines for enhancementof our trading operations. In addition efforts would continue for cost control andefficient utilization of all our resources.

12.06 In compliance with SEBI (Listing Obligations & Disclosure Requirements)(Amendment) Regulations 2018 details of significant changes in key financial Ratio aregiven in Annexure-2.

13.00 REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF ISGEC HEAVYENGINEERING LIMITED (ASSOCIATE COMPANY):

13.01 Despite the adverse effect of the second and third waves of the Covid-19pandemic which seriously affected businesses around the world the total income wasalmost the same as last year.

13.02 Profitability however has been lower due to the adverse impact of commodityprice increase particularly of steel and other metals. Profitability was also adverselyimpacted by time and cost overruns on projects; shortage of skilled manpower; and thesharp increase in freight cost as a result of Covid-19 related disruptions.

13.03 The order backlog as of April 1 2022 is healthy for all lines of business ofAssociate Company.

13.04 The Associate Company expects good opportunities for continued business due to:

Increased focus on the infrastructure sector affordable housing road networksrailway station and airport projects will contribute to growth of the Cement and Steelsectors. This will help business for Air Pollution Control Equipment Castings ContractManufacturing Boilers Boiler Manufacturing & Piping and Civil Construction;

Under the Ethanol Blending Programme (EBP) being promoted by the Government Sugar andDistillery projects are likely to come up in a big way and this will help strengthen theBoilers and Sugar Plants & Distilleries businesses;

Major expansion plans announced in the Chemical Pharma and Health sectors are likelyto benefit Process Equipment Boilers and Air Pollution Control Equipment businesses.

13.05 The Associate Company's wholly owned subsidiary company Saraswati Sugar MillsLimited commissioned its 100 KLPD Ethanol plant during the year and it started commercialproduction in January 2022.

14.00 CONSOLIDATED FINANCIAL STATEMENTS:

14.01 As required under Section 129(3) of the Companies Act 2013 the Company hasprepared consolidated financial statements in respect to the Company and its AssociateCompany-Isgec Heavy Engineering Limited.

14.02 Further as required under Rule 5 of the Companies (Accounts) Rules 2014 astatement in Form AOC-1 containing salient features of the financial statement ofAssociate Company is annexed to the consolidated financial statements.

15.00 AMOUNTS TRANSFERRED TO RESERVES IF ANY :

15.01 No amount was transferred to the Reserves during the year ended March 31 2022.

16.00 DIVIDEND:

16.01 Your Directors are pleased to recommend a final dividend of Rs. 200/- per equityshare of 100/- each for the financial year ended March 31 2022. The final dividend ifapproved and declared in the forthcoming Annual General Meeting will result outflow ofRs. 614.73 lakhs.

17.00 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYAFTER THE CLOSE OF THE YEAR:

17.01 There no material changes and commitments affecting the financial position of theCompany have occurred between the end of the financial year and the date of the report.

18.00 CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGO:

18.01 The particulars as required under the provisions of Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 in respectof conservation of energy and technology absorption are annexed as Annexure- 3.

19.00 RISK MANAGEMENT POLICY:

19.01 The Board has developed and implemented a Risk Management Policy for the Companyfor identifying elements of risk which in the opinion of the Board may threaten theexistence of the Company. All efforts are taken to mitigate risks.

19.02 The Company also takes adequate insurance to protect its assets.

20.00 CORPORATE SOCIAL RESPONSIBILITY:

20.01 Provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility) Rules 2014 as amended from time to time are notapplicable to the Company. Therefore the Company has not constituted Corporate SocialResponsibility Committee of the Board of Directors.

21.00 DETAILS OF FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD ITSCOMMITTEES AND OF INDIVIDUAL DIRECTORS:

21.01 On the recommendation of the Nomination and Remuneration Committee the Board hasfinalized a policy specifying manner for effective evaluation of performance of the entireBoard Committees Independent Directors and Individual Directors. Such Policy isavailable on the website of the Company.

21.02 The method of evaluation as per the Evaluation Process is to be done byinternal assessment through a detailed questionnaire to be completed by individualdirectors.

21.03 In accordance with the Companies Act and the Listing Requirements the evaluationis done once in a year after close of the year and before the Annual General Meeting.

22.00 CHANGES IN NATURE OF BUSINESS IF ANY:

22.01 There is no change in the nature of business of the Company during the year.

23.00 DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THEYEAR:

23.01 There is no change in Directors/Key Managerial Personnel during the year.

24.00 STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY EXPERTISE ANDEXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THEYEAR:

24.01 No appointment/re-appointment of any Independent Director made during the year.

25.00 NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES JOINTVENTURES AND ASSOCIATES:

25.01 No new company has become or ceased to be a subsidiary joint venture andassociate company during the year.

26.00 DEPOSITS :

26.01 The Company has not accepted any deposits from the public and as such no amounton account of principal or interest on deposits was outstanding as on the date of close ofthe financial year.

27.00 DETAILS OF SIGNIFICANT & MATERIAL ORDERS:

27.01 There is no significant and material order passed by the regulators courts ortribunals impacting the going concern status and company's operations in future.

28.00 INTERNAL FINANCIAL CONTROLS:

28.01 The Company has adequate internal financial controls with reference to financialstatements and these are working effectively.

29.00 MAINTENANCE OF COST RECORDS:

29.01 Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time the provision of maintenanceof cost records is not applicable to the Company.

30.00 PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

30.01 The Company has in place a Policy on Prevention of Sexual Harassment in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaint Committee has been set up to redresscomplaints received regarding sexual harassment.

30.02 The Company has not received any compliant during the year under report and noneis pending. .

31.00 SECRETARIAL AUDIT REPORT:

31.01 The Board of Directors of the Company has appointed Mr. Pramod Kothari of M/s.Pramod Kothari & Company Company Secretary in Practice to conduct the SecretarialAudit.

31.02 Pursuant to Section 204 of the Companies Act 2013 a Secretarial Audit Reportgiven by Mr. Pramod Kothari of M/s. Pramod Kothari & Company is annexed asAnnexure-4.

32.00 VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

32.01 The Board has framed Vigil Mechanism/ Whistle Blower Policy for DirectorsStakeholders Individual Employees and their Representative Bodies in accordance withSub-section (9) and (10) of Section 177 of the Companies Act 2013 read with Rules madethere under Regulation 4(2)(d) and Regulation 22 of the SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 and Regulation 9A(6) of the SEBI (Prohibition ofInsider Trading) Regulations 2015 as amended from time to time. Details of VigilMechanism/ Whistle Blower Policy are given in the Corporate Governance Report.

32.02 The Vigil Mechanism/Whistle Blower Policy has been disclosed on the website ofthe Company athttp://www.yamunasyndicate.com/downloads/Vigil_Mechanism_Whistle_Blower_Policy.pdf

33.00 COMPOSITION OF AUDIT COMMITTEE:

33.01 The composition of Audit Committee is as below:-

S.No. Name of Committee Member Position
1. Mrs. Reva Khanna (DIN: 00413270) Chairperson
2. Mr. Kapil Bhalla (DIN: 00758498) Member
3. Mr. Aditya Puri (DIN : 00052534) Member
4. Mrs. Vandana Gupta (DIN : 08772740) Member
(Appointed as member w.e.f. 14.02.2022)

33.02 There is no recommendation by the Audit Committee which has not been accepted bythe Board.

34.00 DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT 2013:

34.01 Disclosures regarding remuneration as required under Section 197(12) of theCompanies Act 2013 are annexed as Annexure- 5.

34.02 Detail about the employees in receipt of remuneration of not less than one croreand two lakh rupees or above throughout the financial year or eight lakh and fiftythousand rupees per month during any part of the year as required under Rule 5(2) of theCompanies (Appointment & Remuneration of Managerial Personnel)Rules 2014 is notgiven in the Boards' Report as there is no such employees.

35.00 REPORT ON CORPORATE GOVERNANCE:

35.01 Report on Corporate Governance for the year under review as stipulated under theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 is annexed asAnnexure-6.

36.00 INDUSTRIAL RELATIONS:

36.01 Industrial relations remained peaceful.

37.00 SECRETARIAL STANDARDS:

37.01 The Company complies with all applicable Secretarial Standards.

38.00 PERSONNEL:

38.01 The Board wishes to express its appreciation to all the employees of the Companyfor their contribution to the operations of the Company during the year.

39.00 ACKNOWLEDGEMENTS:

39.01 Your Directors take this opportunity to thank the Banks Government AuthoritiesRegulatory Authorities and the Shareholders for their continued co-operation and supportto the Company.

40.00 With these remarks we present the Accounts for the year ended March 312022.

By Order of the Board

Place : New Delhi (Kishore Chatnani) (Reva Khanna)
Dated : 30.05.2022 Director Director
DIN : 07805465 DIN: 00413270
Encl.: Annexure-1 to Annexure-6

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