Advance Syntex Ltd Directors Report.
Advance Syntex Limited
The Board of Directors is pleased to present the 29th Annual Report of your company along with the Companys Audited Financial Statements for the financial year ended March 31, 2019.
1. FINANCIAL RESULTS:
|Particulars||For Year ended March 31, 2019||For Year ended March 31, 2018|
|Revenue from Operations||78,74,18,715||71,35,81,659|
|Gross Profit before Finance Cost, Depreciation and Tax||11,13,30,241||9,87,85,256|
|Less: Finance Cost||5,97,75,382||5,12,20,794|
|Profit before Prior Period Items and Tax||2,87,60,285||2,50,41,184|
|Exceptional Items (Expense)||--||--|
|Prior Period Items (Expense)||--||--|
|Misc. Exp. Written Off||(7,01,325)||(8,12,376)|
|Profit before Tax||2,80,58,960||2,42,28,808|
|(a) Current tax||81,08,867||44,38,510|
|(b) Deferred Tax||(7,01,250)||19,21,136|
|Profit for the Year||2,06,51,343||1,78,69,162|
2. COMPANYS PERFORMANCE:
The Company has been engaged in manufacturing sector from past 45 years. The Company is engaged in manufacturing of Glitter powder, Metallizing of Films, Coating of Films (Lacquer Coated Polyester Films (LMPF), Glitter Glue and Epoxy resins and other products. Presently, your Company has started manufacturing Biodegradable Glitter Powder and is the first one in the Indian market who started manufacturing of the same.
Performance Highlight of the company during the financial year 2018- 2019:
- Total revenue increased to Rs. 9108.33 Lakhs, a growth of around 6.68% against Rs. 8537.37 Lakhs in the previous year.
- Expenditure of the company has shown increment amounting Rs. 717.05.
- Profit before finance Cost, depreciation and tax reached to Rs. 111.30 Lakhs as against Rs. 987.85 Lakhs of the previous year, registering growth of 12.68%.
- Profit after providing for depreciation, finance cost, tax, and prior period and exceptional Items Arrived at Rs. 206.51 Lakhs as against Rs. 178.69 Lakhs in the previous year. No Material changes and commitments have occurred after the close of the financial year till the date of this report, which affects the financial position of the Company.
ACHIEVEMENTS FOR THE YEAR 2018-19
The Company has been successfully established separate unit for the packing and dispatching of export order for completing the month targeted supplies. The company has also designed a special container stackable for exports to USE and other countries. The Company has tied up supplies of container packed glitters with a company. The Company has successfully developed Bio degradable glitter and sent to customers for trials and testing and further business. The Company has also developed shaped glitters which is receiving a welcome from craft industries slowly slowly.
In coming year we envisage to add sales with the following new products along with current products of sales increase: i. Angelina Fibers ii. Glitter Glue iii. Shaped Glitters iv. In house production of container and save costs. v. Mass production of Glitter papers with machine.
The Company does not propose any Dividend for Financial Year 2018-19.
4. TRANSFER TO RESERVES:
The Company does not propose to transfer any sum to the General Reserve of the Company.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
No amount has become due for transfer of Unclaimed Dividend to Investor Education and Protection Fund, in terms of the provisions of Section 125 of the Companies Act, 2013.
6. CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there was no change in the nature of the business of the Company.
7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(a) Mr. Ashish Govindlal Shukla (DIN: 08350270) is appointed as an Additional Non-Executive Independent Director of the Company, in the meeting of Board of Directors held on February 02, 2019, in the capacity of Independent/non-executive Director and entitled to hold the office upto the 29th Annual General Meeting. The Company had received notice under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director of the Company. Your Board had recommended his appointment in the ensuing Annual General Meeting for 5 years.
(b) Further, Mr. Forum Dinesh Lodaya (DIN: 08517985) is appointed as an Additional Non-Executive Independent Director and Chairman of the Company, in the meeting of Board of Directors held on July 24, 2019, in the capacity of Independent/non-executive Director and Chairman entitled to hold the office upto the 29th Annual General Meeting. The Company had received notice under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director of the Company. Your Board had recommended his appointment in the ensuing Annual General Meeting for 5 years.
(c) Furthermore, Ms. Lubhanshi Jhalani has been appointed as the Company Secretary and Compliance Officer of the Company w.e.f. January 07, 2019.
(a) During the financial year under review, Mr. Sanjeev Manickchand Rakhecha has tendered his resignation with effect from November 03, 2018 from the post Independent Director and Chairman of the Company due to his preoccupancy and the Board has taken the note of the same. (b) Ms. Shrinali Patel, Company Secretary of the Company, has shown her desire to discontinue her services as Company Secretary and Compliance Officer of the Company, due to her pre-occupation with effect from December 20, 2018 and the Board has taken note of the same.
RETIRE BY ROTATION:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mr. Bhasker Pranjivbhai Parekh (DIN 07348749) Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible offers himself for reappointment. Your Board has recommended to reappoint him as a Director of the Company.
8. PUBLIC DEPOSITS:
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public, was outstanding as on the date of the balance sheet.
9. SUBSIDIARY COMPANIES:
During the year under review, the Company does not have any subsidiary company.
10. COMPLIANCE WITH ALL THE APPLICABLE SECRETARIAL STANDARDS
During the year, the Company has complied with all the applicable Secretarial Standards.
11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Refer Sub-Clause (e) of Clause 23 "Management Discussion and Analysis"
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, your Company has not directly or indirectly - a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials, if any; b) given any guarantee or provided security in connection with a loan to any other body corporate or person; and c) Acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered during the financial year were on arms length basis and in the ordinary course of Companys business. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Related party transactions under Accounting Standard AS 18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure B to this report.
Pursuant to Regulation 23(9) of the SEBI (LODR) Regulations, 2015, the disclosure of Related Party Transactions, in the format specified in the accounting standards for the half year ended March 31, 2019 has been uploaded on the Exchange and the website of the company. The web-link for the same is https://midasglitter.com/wp-content/uploads/2019/07/BSE_RPT.pdf
During the Financial year under review, the Policy for related party transactions has not been changed and hosted on the website of the Company as per the requirement of the law. The web-link for the same is http://midasglitter.com/wp-content/uploads/2016/02/Policy-on-related-party-transactions.doc.pdf. The related party transactions, wherever necessary are carried out by company as per this policy. The policy has not been changed.
14. SHARE CAPITAL:
The paid up equity share capital of the company as on March 31, 2019 was Rs. 11,09,71,090. During the year under review, No changes occurred in the Share capital.
The company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the year.
15. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:
a. In the preparation of annual accounts for the year ended 31st March , 2019, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b. The Directors had 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 March 31, 2019 and of the profit of the Company for the year under review;
c. The Directors had taken proper and sufficient care for the maintenance of 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 had prepared the annual accounts on a going concern basis ; e. The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating effectively; and f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
16. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from all Independent Directors of the Company confirming that they meet the criteria of being Independence laid down in Section 149(6) of the Companies Act. Also, the Independent Directors have complied with the Code of Independent Directors prescribed in Schedule IV of the Act. There has been no change in the circumstances which may affect their status as Independent Director during the year.
17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER
The Nomination and Remuneration Committee has laid down the criteria for directors appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:
the candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such other attributes which in the opinion of the Committee are in the interest of the Company;
the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;
the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and in SEBI (Listing Obligation and Disclosure Requirement) regulation, 2015, in case of appointment as an independent director; and
the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, corporate governance.
Pursuant to Section 134(3)(e) read with Section 178(3)& (4) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is hosted on the website of the Company i.e. www.midasglitter.com. There has been no change in the policy since last financial year.
18. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and Individual Directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, attendance, prior study of materials given, participation at the meetings, level and effectiveness of Committee meetings, etc.
19. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 has been given in the Annexure-A appended hereto and forms part of this report.
20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:
There were no material changes and commitments that have affected the financial position of the Company which have occurred between the financial year ended on March 31, 2019 and the report dated 30th August, 2019.
21. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report under regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 is not applicable to Company for the year under review ended 31st March, 2019. Therefore, there is no requirement to submit a separate report by the company.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provision relating to Corporate Social Responsibility as provided under Section 135 of the Companies Act, 2013 is not applicable to the Company.
23. MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015, the Management Discussion and Analysis has been given hereunder.
OUR COMPETITIVE STRENGTHS
We believe that the following are our primary competitive strength:
(i) Facility for In-house production of raw materials required in manufacturing of Lacquered (Coated) Metalized Polyester Film (LMPF):
Your Company has in-house facility for production of raw materials required to manufacture Lacquered (Coated) Metalized Polyester Film (LMPF). The major raw materials required to produce LMPF are Metalized Polyester Film and resins, which are produced in house by us. This enables us to maintain high quality production standards and also helps us in minimizing production time and bringing cost effectiveness.
(ii) Quality Products:
The Company believes in providing our customers the best possible quality products. The scale of operations and experience of our Promoter in the business enables our Company to produce quality products. The Company believes that quality products enable it to compete with the other players in the market. The Company also believes that the investment in technology shall allow it to provide quality products to its customers and differentiate it from other competitors. Since, our Company is dedicated towards quality products, processes and inputs; Company gets repetitive orders from our clients, as we are capable of meeting their quality standards.
(iii) Management Expertise:
Mr. Bhavan Dhirendra Vora Managing Director, is engaged in manufacturing business, and has a proven background and rich experience of more than 20 years in our industry. Also, our Company is managed by a team of experienced personnel. The team comprises of personnel having operational and business development experience. We believe that our management teams experience and their understanding of our industry will enable us to continue to take advantage of both current and future market opportunities. It is also expected to help us in addressing and mitigating various risks inherent in our business, including significant competition, the global economic crisis.
(iv) Existing customer relationship:
We believe that we constantly try to address customer needs around a variety of products. Our existing customer relationships help us to get repeat business from our customers. This has helped us maintain a long term working relationship with our customers and improve our customer retention strategy. We have existing customer relationship with companies for a long time which gets us repeat orders. We believe that our existing relationship with our customers represents a competitive advantage in gaining new customers and increasing our business.
(v) Existing relationship with suppliers:
We have acquired raw materials from several suppliers and have contacts with them for a long time. We believe that our strong relationships with suppliers will enable us to continue to grow our business. Due to our long time relationships with our suppliers, we get quality and timely supplies of raw materials. This enables us to manage our inventories and supply quality products on timely basis to our customers. This in turn has enabled us to generate repeat business.
a. OUR BUSINESS STRATEGY: -
We intend to pursue the following principal strategies to leverage our competitive strengths and grow our business:
(i) Increasing Operational efficiency
Our Company intends to improve operating efficiencies to achieve cost reductions so to have a competitive edge over the competitors. We believe that this can be done through continuous process improvement, customer service and technology development.
(ii) Maintain and expand long-term relationships with clients.
Our Company believes that business is a by-product of relationship. The business model is based on client relationships that are established over period of time. Our Company believes that a long-term client relationship with large clients fetches better dividends. Long-term relations are built on trust and continuous maintaining of the requirements of the customers. It forms basis of further expansion for our Company, as we are able to monitor a potential product/ market closely.
(iii) Leveraging of our marketing skills and relationships
This is a continuous process in our organization and the skills we impart in our people gives importance to clients. We aim to do this by leveraging our marketing skills & relationships and further enhancing customer satisfaction. We plan to increase our customers by meeting orders in hand on time, maintaining our client relationship and renewing our relationship with existing buyers.
(iv) Continue to build-up a professional organization
We have a team of professionals to look after production, commercial and marketing divisions of our Company. We believe in transparency, flow of information, and commitment to the work among our work force and with our valuable customers, suppliers, investors, government authorities, banks, financial institutions etc. Over a period of time, we have been able to build-up an image that can be matched with our competitors. We will consistently put efforts among its group of experienced employees to transform them into an outstanding team of empowered professionals which helps in further accelerating the wheels of development of the Organization.
(v) Optimal Utilization of Resources
Our Company constantly endeavors to improve our service process, and will increase manufacturing process to optimize the utilization of resources. We have invested significant resources, and intend to further invest in our activities to develop customized systems and processes to ensure effective management control. We regularly analyze our existing policies to be carried out for operations of our Company which enables us to identify the areas of bottlenecks and correct the same. This helps us in improving efficiency and putting resources to optimal use.
(vi) Sales and Marketing:
The efficiency of the marketing and sales network is important success factor of our Company. Our success lies in the strength of our relationship with our customers who have been associated with our Company for a long period. Our marketing team along with our promoter through their experience and good rapport with customers owing to timely and quality delivery of service plays an instrumental role in creating and expanding the sales network of our Company. In order to maintain good relation with our customers, our promoter and our marketing team regularly interacts with them and focuses on gaining an insight into the additional needs of our customers. Our prime consideration for customer selection is timely payments and consistency in purchases. Due to our presence across multiple segments, we have been able to maintain sufficient volumes and margins in our business. The Companys marketing strategy is poised towards maintaining a mutually fruitful relationship with its customers by continuous servicing and product refinement. Further, we intend to focus on increasing our Geographical reach by entering new markets and appointment of dealers and agents in developing markets.
Our Industry is fragmented consisting of large established players and small niche players. We face substantial competition for our products from other manufacturers in domestic market. Our competition varies for our products and regions. We compete with other manufacturers on the basis of product range, product quality, product designing and product price including factors, based on reputation, regional needs, and customer convenience. While these factors are key parameters in clients decisions matrix in purchasing goods; product designing, product range, product quality and product price is often the deciding factor in most of the dealings.
c. Opportunities and Threats:
Your Company operates in such an area where a large market exists but with huge competition. Your Companys products are well-received in the market. However, the Company has been through different marketing initiatives carving its way with moderate success.
d. Risks and concerns:
Macro-economic risks: Risks emanating from changes in the global markets such as the recent financial meltdown, regulatory or political changes, and alterations in the competitive landscape could affect the Companys operations and outlook. Any adverse movements in economic cycles in the Companys target markets could have a negative impact on the Companys performance. This risk is mitigated to some extent due to the Companys presence in multiple, diverse markets.
Risk related of Raw Materials: Risks associated with key procurement relationships include:
a. the availability of raw materials, more particularly LMPF are Metalized Polyester Film and resins.
b. the price of raw materials may be subject to material changes in worldwide pricing levels;
c. input costs such as freight and electricity may be inconsistent or prices may increase; and
d. key supplier relationships may be lost or impaired, contracts renewed on less favorable terms or key suppliers may cease or reduce their operations.
e. Changes in technology;
f. Changes in political and social conditions in India or in countries that we may enter, the monetary and interest rate policies of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;
g. Loss of one or more significant customers
h. Exchange rate fluctuations;
However, the Company plans well in advance to procure the raw materials and purchases its Raw Materials from the domestic reputed supplier located in different parts of the country to mitigate risk relating to availability of raw materials.
e. Internal Control System and their Adequacy:
The Company has adequate internal control systems including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorisation and approval procedures. The Company has appointed internal auditor who carries out audits throughout the year. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit committee of the Board. The Companys internal control systems are supplemented by an Internal Audit Program and periodic reviews by the Management. The Company has Independent Audit Firm as its Internal Auditors and the Management reviews its findings and recommendations at periodic intervals. The Companys internal control system is adequate considering the nature, size and complexity of its business.
f. Human Resources/Industrial Relations:
Employees are our greatest strength and the foundation of our Company. They play a pivotal role in offering better product quality, design and services to our customer. We ensure that employees gain ample opportunities for personal and professional growth. High quality recruitment supports the talent management practices of the Company. To augment the journey of internationalization of the Company and create a multicultural work force, strengthening leadership cadre with appropriate domain competencies has been done. The Company continues to foster a high performance culture by recognizing good performers and providing them with career enhancing opportunities. Several HR initiatives have been taken for the strategic alignment of the HR function with the business objectives. These initiatives encompass employee engagement, learning & development besides improved internal communication mechanism with employees.
g. Cautionary Statement:
Statements in the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include financial position of the company, economic conditions affecting demand / supply, price conditions in the domestic and overseas market in which the company operates, changes in the government regulations, tax laws and other statutes.
h. SEGMENTWISE OR PRODUCT-WISE PERFORMANCE:
Segment-wise detailed performance provided in the Note no. 27 point- 13(a) to the financial statement.
The demand for Zari and polyester film industry is expected to improve on account of government focus on "Make in India" concept and export promotion schemes which will positively steer the overall market as compared to last couple of years and a forecasted growth in the long-term.
j. FINANCIAL PERFORMANCE:
|Profit before tax||2,80,58,960||2,42,28,808|
|Profit After Tax||2,06,51,343||1,78,69,162|
Total revenue of the company has been increased as compared to previous financial year which results in increment of the profitability of your Company due to continuous enhancement in demand of the products and diversification of business.
k. KEY FINANCIAL RATIOS
There are no significant changes in the ratios as compare to F.Y. 2017-18
|Particulars||2018-19||2017-18||Change in ratio|
|Debtors Turnover||2.72 times||3 times||-0.28 times|
|Inventory turnover||28.16 times||24.02 times||+4.14 times|
|Interest Coverage ratio||1.44 times||1.47 times||-|
|Current ratio||1.49 times||1.56 times||-0.07 times|
|Debt equity ratio||1.66 times||1.77 times||-0.11 times|
|Operating Profit Margin||11.15%||10.57%||+0.585|
|Net Profit Margin||3.65%||3.40%||+0.25%|
There are no significant change in ratios has been taken place.
Return on Net Worth has been decreased to 10.52% in FY 2018-19 as compared to 14.14 % in FY 2017-18. The Share Capital and Reserves and Surplus have increased as compared to previous year at a higher rate than increase in profit after tax which results in reduction of return on net worth ratio.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Conservation of Energy: The Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved. The Company has not made any capital investment for conservation of energy.
Technology absorption: Your Company has not taken new technology for absorption and hence it has neither imported any technology nor made any expenditure on research and developments. The Company does not carry out any research and development activities.
Foreign Exchange Earnings and Outgo:
|Foreign Exchange earnings and outgo||2018-19||2017-18|
|(Amt. in Rs.):|
|Foreign Exchange earnings||9,22,60,486||6, 61,42,053|
|Foreign Exchange outgo||1,93,33,824||2,38,73,169|
25. CORPORATE GOVERNANCE:
The Equity shares of the Company was listed on the SME Platform of BSE Limited in FY 2018-19. The Company has migrated to Main platform of BSE w.e.f. July 01, 2019. Thus in terms of Regulation 15(2) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the corporate governance provisions are not applicable to the Company for Financial year 2018-19. But the Company has furnished the same as an Annexure-D as of as on the date.
26. SAFETY, ENVIRONMENT AND HEALTH:
The Companys commitment to excellence in Health and Safety is embedded in the Companys core values. The Company has a stringent policy which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites. The Company respects human rights, values its employees and their communities. The Company considers safety, environment and health as the management responsibility. Regular employee training programmes are in place throughout the Company on Safety, Environment and Health and has well identified and widely covered safety management system in place for ensuring , not only the safety of employees but surrounding population of the project sites as well.
27. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has constituted an Internal Committee headed by the Woman Director with other women employees, is also set up to redress complaints received which are monitored by women supervisors who are fully aware of the Policy and redressal mechanism. All employees of the Company, those of contractors as well as trainees are covered under this Policy. No complaint was received from any employee during the financial year 2018-2019 and hence no complaint is outstanding as on 31.03.2019 for redressal.
28. VIGIL MECHANISM POLICY:
There is a Vigil Mechanism Policy in the Company and that no personnel have been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The same has been updated on the website of the company and the web link is https://midasglitter.com/wp-content/uploads/2019/07/Vigil-Mechanism.pdf
29. RISK MANAGEMENT:
Refer Sub-clause (D) in Clause 26 "Management Discussion and Analysis".
30. PERFORMANCE OF SUBSIDIARY / JOINT VENTURE / ASSOCIATES COMPANIES:
The Company does not have any Subsidiary, Joint Venture or Associates Company.
31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
There is no order passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.
32. PARTICULARS OF EMPLOYEES:
Pursuant to the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, no employee was drawing remuneration in excess of the limits set out in the said rules and hence no information is provided in this regard. The details for the same are mentioned in Annexure-E attached herewith.
(i) STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Act and the rules framed there under M/s. V. J. Amin & Co., Chartered Accountants (FRN 100335W), was appointed as Statutory Auditors for a period of one year, in the Annual General Meeting held on 30th September 2019. Subject to the approval of shareholders at their Annual General Meeting ("AGM), the Audit Committee and the Board of Directors have recommended appointment of M/s. V. J. Amin & Co., Chartered Accountants, Vadodara, as Statutory Auditor of the Company. M/s. V. J. Amin & Co., Chartered Accountants, Vadodara, if appointed at AGM, will be holding office of Statutory Auditors from the conclusion of this AGM till the conclusion of the AGM to be held in the calendar year 2020. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment. The Company has placed the matter of their appointment as Statutory Auditors of the Company for the approval of the members at this Annual General Meeting. The Auditors Report for the financial year ended March 31, 2019 does not contain any qualification, reservation, adverse remark or disclaimer.
(ii) SECRETARIAL AUDITOR:
In terms of Section 204 of the Companies Act 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 framed thereunder, Mr. Mukund Dave, Proprietor of M/s. M H Dave & CO., Practicing Company Secretaries, Vadodara, was appointed as Secretarial Auditors of the company for the financial year 2018-19. The Secretarial Audit Report as Submitted by them in the prescribed form MR-3 is attached as Annexure "C" and forming part of this Report.
34. STOCK EXCHANGE:
The shares of the Company are listed on the SME Platform of BSE Limited. The Company has migrated from SME platform of BSE limited to Main Board of BSE w.e.f. 01st July, 2019. Now the shares of the company will be traded on Main board of BSE. Address of Stock Exchange: BSE Limited , Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 001. Scrip ID: ASYL; Scrip Code: 539982; Group: B; ISIN: INE184U01012
35. CHANGE IN THE PLACE WHERE ALL OR ANY BOOKS OF ACCOUNT AND PAPERS ARE MAINTAINED:
After the closure of financial year and before the date of this report the company has changed the place of keeping the books of accounts and paper: From -: 107, GIDC POR, RAMANGAMDI, VADODARA- 391243, GUJARAT. To-: 406, 4TH FLOOR, PINNACLE BUSINESS PARK, OPP DOMINOS, NR. TULSIDHAM CROSS RASTA, MANJALPUR, VADODARA- 390011, GUJARAT.
36. PREVENTION OF INSIDER TRADING AND CODE OF CONDUCT FOR FAIR DISCLOSURE:
The Company has adopted a code of conduct for Regulating, Monitoring and Reporting trading by Insiders in securities of the company. The code requires pre-clearance for dealing in the companys securities and prohibits the purchase or sale of securities of the company by the directors and the Directors while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The company has also adopted a Code of Practices and Procedures for Fair Disclosure and Conduct of Unpublished price Sensitive information to formulate a stated framework and policy for prompt and fair disclosure of events and occurrences that could impact price discovery in the market for securities of the company. The policy is available on website i.e. www.midasglitter.com of the Company.
The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and Bankers, Government Authorities, employees at all levels and stakeholders, in furthering the interest of the Company.
|For and on behalf of the Board|
|Mr. Bhavan Vora||Mrs. Darshana Vora|
|Date : 30.08.2019||Managing Director||Director|
|Place: Vadodara||DIN: 01613974||DIN: 06718711|
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.
(i) Details of contracts or arrangements or transactions NOT at arms length basis:
|Name(s) of the related party and nature of relationship||Nature of contracts/ arrangemen s/transactiions||Duration of the Contract s / arrangement s/transactio ns||Salient terms of the contracts or Arrangement s or Transactions including value, if any||Date(s) of approval by the Board||Amount paid as advance , if any||Date on which the special resolution was passed in General Meeting as required under first proviso to Section 188.|
(II) Details of material contracts or arrangement or transactions at arms length basis:
|Name(s) of the related party and nature of relationship||Nature of contracts/ arrangement s/transacti- ions||Duration of the Contracts /arrangements/ transactions||Salient terms of the contracts or Arrangements or Transactions including value, if any||Date(s) of approval by the Board||Amount paid as advance , if any||Date on which the special resolution was passed in General Meeting as required under first proviso to Section 188|
|Aneree corporation (Associate Firm)||Sales / job work and purchase and||Commence from the 01st April, 2019 and shall remain in force at the will of the parties.||As per the agreement entered between the parties.||05th March, 2019||Nil||Not Applicable|
|DD Engg. Corporation (Associate Firm)||Sales and purchase||Commence from the 01st April, 2018 and shall remain in force at the will of the parties.||As per the agreement entered between the parties.||05th March, 2019||Nil||Not Applicable|
|Earth Enterprises (Associate Firm)||Sales and purchase and job work||Commence from the 01st April, 2018 and shall remain in force at the will of the parties.||As per the agreement entered between the parties.||05th March , 2019||Nil||Not Applicable|
|Devang Enterprise (Associate Firm)||Purchase||Commence from the 01st April, 2018 and shall remain in force at the will of the parties.||As per the agreement entered between the parties.||05th March, 2019||Nil||Not Applicable|
|Anron Metalisers P Ltd (Associate Firm)||Sales||Commence from the 01st April, 2018 and shall remain in force at the will of the parties.||As per the agreement entered between the parties.||05th March, 2019||Nil||Not Applicable|
|Bhavan Vora (MD)||Loan transaction/ Directors Remuneratio n||Commence from the 01st April, 2018 and shall remain in force at the will of The parties.||As per the agreement entered between the parties.||05th March, 2019||Nil||Not Applicable|
|Darshana Vora (WTD)||Loan transaction/ Directors Remuneratio n||Commence from the 01st April, 2018 and shall remain in force at the will of the parties.||As per the agreement entered between the parties.||05th March, 2019||Nil||Not Applicable|
|Praful Pandya (Director)||Retainership Fees||Commence from the 01st April, 2018 and shall remain in force at the will of the parties.||As per the agreement entered between the parties.||05th March, 2019||Nil||Not Applicable|