To,
The Members of Synthiko Foils Limited.
Your Directors have pleasure in presenting the 35th Annual Report together with the
Audited 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 |
31,64,28,679 |
30,83,99,017 |
| Profit before Depreciation and Tax |
85,98,041 |
77,97,028. |
| Less : Depreciation |
25,42,202 |
18,28,363 |
| Tax Expenses |
14,19,472 |
16,05,759 |
| Net Profit for the year |
46,36,367 |
43,62,906 |
| 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. |
46,36,367 |
43,62,906 |
2. STATEMENT OF COMPANY'S AFFAIRS:
The year 2019-2020 was optimistic year for the company's operations. During the year
the Income from operations increased from last year's revenue Rs. 30,62,18,781 to Rs.
31,40,07,413. The profit after tax reported was Rs. 46,36,367 increased by 6.26% from the
figures of the last year's Profit after Tax of Rs. 43,62,906.
3. FUTURE PROSPECTS:
In view of the Covid-19 pandemic, the Company expects the current year to be subdued in
terms of sales. There is a bit of uncertainty about the recovery and how it will affect
the various sectors. Pharmaceuticals have typically been largely unaffected by sectoral
cycles. However, with a lockdown of such magnitude which has touched almost every country
in the world, the impact on the pharmaceutical industry is also yet to be seen. Your
directors have tried to ensure that the operations of the Company were restored as quickly
as possible
4. DIVIDEND:
In order to conserve resources, your directors do not recommend any dividend for the
Financial 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 any
Industrial Dispute reported during the year 2019-20. During the Financial Year the Company
does not have any employee who was drawing remuneration required to be disclosed pursuant
to the Section 197 of Companies Act, 2013 read with the Companies (Appointment and
Remuneration 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) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement
showing have been provided in Annexure III, however as there are no employees drawing
remuneration in excess of the prescribed limits. The information as required the names and
other particulars of employees drawing remuneration in excess of the limits set out in the
said Rules forms part of the Report. However, having regard to the provisions of the first
proviso to Section 136(1) of the Companies Act, 2013, the Annual Report including the
aforesaid 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 not
apply to the Company.
10. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITATIVES:
Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the
Company. Therefore, Company has not developed and implemented policy on Corporate Social
Responsibility.
11. DEPOSITS:
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 Exchange
Earnings/ 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 payment
of remuneration to Mr. Ramesh Dadhia and Mr. Bhavesh Dadhia as Managing Director and
Whole-time Director respectively and payment of remuneration w.e.f 1st September, 2019 to
31st August, 2022 in its Annual General Meeting held on 30th September, 2020.
Company also obtained shareholders' approval for re-appointment of Mr. Dilip Punjabi as
Independent Non-Executive Director for second term of Five (5) consecutive years w.e.f 1st
April, 2019 in its Annual General Meeting held on 30th September, 2020.
During the year, Ms. Monika Budhani resigned as a Company Secretary and Compliance
Officer of the Company w.e.f 13th June, 2019 and Board appointed Mr. Sunil Dhoot as a
Company Secretary and Compliance Officer of the Company w.e.f 1st December, 2019 in its
board 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 the
Companies Act, 2013 and rule 12 (1) of Companies (Management and Administration), Rules
2014 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) of
Companies Act, 2013.
16 DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the 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, the
applicable accounting standards have been followed and there are not material departures
from the same.,
(b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year on 31st
March, 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 the
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other 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 the
Company and that such financial controls are adequate and are operating effectively.
(f) The Directors have devised proper systems to ensure compliance with the provisions
of 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 C
Mehra and Associates LLP Chartered Accountants in their Audit report for the year ended on
31st March, 2020.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee
of the Company in the year under review.
19. REPORTING OF FRAUDS AUDITORS:
During the year under review, the Statutory Auditors, and Secretarial Auditor have not
reported any instances of frauds committed in the Company by its Officers or Employees to
the Audit Committee under section 143(12) of the Act, details of which needs to be
mentioned in this Report.
20 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The particulars of loans given and investment made has been disclosed in the financial
statements 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 with
related parties were approved by the Audit Committee pursuant to subsection (iv) (4) of
Section 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 ordinary
course of business of the Company. The other details with respect to related party
transactions 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.
22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year of the Company to which the financial
statements relate and the date of the report.
23 EVALUATION OF BOARD:
The performance of Board, its Committees and Individual Directors were reviewed during
the year pursuant to subsection (p) (3) of Section 134 of Companies Act, 2013. Also, the
performance of Committees of the Board was reviewed by the same and forthwith the
evaluated performance of Board, Individual Directors and Committees were found to be
satisfactory as during the year 2019-20.
24 STATUTORY AUDITORS:
M/s S C Mehra and Associates, Chartered Accountants (FRN: 106156W) were appointed as
statutory auditors of the company, at the 34th Annual General Meeting held on 30th
September, 2019 for a period of 3 years- i.e till the conclusion of 37th Annual General
Meeting to be held in 2022.
However, as per Companies (Amendment) Act, 2017 notified on 7th May, 2018 the
provisions 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. Vatsal
Bhatia & Company, Chartered Accountant as the internal auditors for the financial year
to 2020-2021 to conduct the internal audit and to ensure adequacy of the Internal
controls, adherence to Company's policies and ensure statutory and other compliance
through, periodical checks and internal audit.
26. SECRETARIAL AUDITOR REPORT:
The Company has appointed M/ s HS Associates, Company Secretaries, as Secretarial
Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2019-20
and to issue Secretarial Audit Report as per the prescribed format under rules in terms of
Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. Their report is appended to this report
as Annexure V to Director's Report.
Auditors Observation:
1. The Composition of Audit Committee and Nomination and Remuneration Committee is not
in Compliance with the provisions of Section 177 and 178 of Companies Act, 2013
respectively.
Directors Comment:
1. Company being a small company in terms of paid-up capital and revenue is in process
of identifying a suitable candidate to be appointed as Independent Director of the
Company.
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 for
Directors and Employees of the Company to report concerns about unethical behavior, actual
or suspected fraud, or violations of Company's Code of Conduct or Ethics Policy. The
detailed 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 the
Audit Committee and there were adequate Internal Financial Controls existed in the Company
with respect to the Financial Statements for year ended on 31st March, 2020 and the
Internal Financial Controls are operating effectively.
30. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is following the applicable Secretarial Standards as prescribed and
formulated 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 on
prevention of sexual harassment at workplace with a mechanism of lodging complaints,
redressal for the benefits of its employees. There were no complaints filed against any of
the 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 hence
particulars are not furnished, as the same are not applicable
34. POLICIES:
The Company seeks to promote highest levels of ethical standards in the normal business
transactions guided by the value system. The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandates formulation of certain policies for Listed
Companies. The Policies are reviewed periodically by the Board and are updated based on
the need and compliance as per the applicable laws and rules and as amended from time to
time. 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 COURTS
OR 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 Regulators
or Courts or Tribunals impacting the going concern status and company's operations in
future.
36. ENHANCING SHAREHOLDER VALUE:
Your company firmly believes that its success, the marketplace and a good reputation
are among the primary determinants of value to the shareholder.
The organizational vision is founded on the principles of good governance and
delivering leading-edge products backed with dependable after sales services. Following
the vision Your Company is committed to creating and maximizing Long-term value for
shareholders.
37. CAUTIONARY STATEMENT:
Statements in the Board's Report and the Management Discussion & Analysis
describing the Company's objectives, expectations or forecasts may be forward looking
within the meaning of applicable securities laws and regulations. Actual results may
differ materially from those expressed in the statement. Important factors that could
influence the Company's operation include global and domestic demand and supply conditions
affecting selling prices of Raw Materials, Finished Goods, input availability and prices,
changes in government regulations, tax laws, economic developments within and outside the
country and various other factors. The current Covid-19 pandemic has also affected the
operations of the Company.
38. ACKNOWLEDGEMENTS:
The Board of Directors hereby express thanks to all the Shareholders, Customers,
Suppliers, Associates, Employees and various Authorities for extending their valued
support 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 |
|