Anjani Synth. Director Discussions


Dear Members,

The Board of Directors of Anjani Synthetics Limited ("The Company" or "Anjani") have great pleasure in presenting the (39th) Thirty Nineth Annual Report together with the Audited Financial Statements of the Company for the financial year ended on 31st March 2023 ("financial year under review" or "financial year 2022-23").

FINANCIAL SUMMARY

The summary of the companys financial performance of the Company during the financial year 2022-23 as compared to the previous financial year 2021-22 is summarized below:

[Rupees in Lacs]

Particulars Financial Year 2022-23 Financial Year 2021-22
Revenue from operations 32818.54 30471.23
Other income 201.65 223.88
Total Revenue 33020.19 30695.11
Expenses
(a) Cost of materials consumed 25374.18 24317.07
(b) Changes in inventories of FG, WIP & Stock-in-Trade -595.31 -476.97
(c) Employee benefits expense 531.48 611.62
(d) Finance costs 496.36 499.91
(e) Depreciation and amortization expense 260.42 274.66
(f) Other expenses 6491.14 4983.44
Total Expenses 32558.27 30209.73
Profit/ (Loss) before tax 461.92 485.38
Tax expense:
(a) Current tax expense 119.60 129.42
(b) Deferred tax -05.92 -44.81
(c) Excess Provision of Tax for earlier Years 00.04 00.50
Profit / (Loss) for the year 348.21 400.27
Earnings per share (face value Rs.10/-) Basic & Diluted 2.36 2.71

OPERATIONS REVIEW

The Companys revenue from operations during the financial year ended 31st March 2023 was Rs. 32818.54 Lacs as against Rs. 30471.23 Lacs of the previous year with total expenses of Rs. 32558.27 lacs (previous year of

Rs. 30209.73 lacs). The Company has made Net Profit of Rs. 348.21 Lacs as against Rs. 400.27 Lacs of the previous year after considering Depreciation and Provision for Tax.

The EPS of the Company for the year 2022-23 is Rs. 2.36.

DIVIDEND

No dividend has been recommended in respect of the financial year ended 31st March, 2023 and the entire surplus be ploughed back into the business to give accelerator to the business of the company and generate higher profit in future.

EXPORTS

During the financial year, the Company has achieved export sales of Rs.138.11 Lacs (previous year of Rs. 264.42Lacs).

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES

During the year under review, the Company does not have any Subsidiary, Joint Venture (JV) or Associates Company.

PUBLIC DEPOSIT

During the year under review, the Company has not accepted any deposits from the public falling within the meaning of the provisions of Chapter V - Acceptance of Deposits under Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL & LISTING

During the year under review there is no change in Authorized Share Capital of the Company. The Authorized Share Capital of the Company as at 31st March, 2023 stood at Rs. 15,00,00,000/-(Rupees Fifteen Crore) divided into 1,50,00,000 (One Crore Fifty Lakhs) equity shares of Rs. 10/-(Rupees Ten) each. The issued, subscribed and paid up Share capital of the company as at 31st March, 2023 stood at Rs. 14,75,00,000/- (Rupees Fourteen Crore Seventy Five Lakhs) divided into 1,47,50,000 (One Crore Forty Seven Lakhs Fifty Thousand ) Equity Shares of Rs. 10/- (Rupees Ten ) each.

a) The Company does not have any equity shares with differential rights;

b) During the year under report, the Company has not issued any sweat equity shares;

c) During the year under report, the Company has not issued any ESOP;

d) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees: The Company has not made any provision of money for the purchase of, or subscription for, shares in the Company, to be held by or for the benefit of the employees of the Company and hence the disclosure as required under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not required.

e) Listing with the stock exchanges: The Companys equity shares are listed on the Bombay Stock Exchange Limited (BSE) and it has paid the Annual Listing Fees for the financial year 2022-23

1) Disclosure with respect to shares transferred in IEPF Account: In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, 7,282 shares whose dividends were unpaid/unclaimed for seven consecutive years taking the base year as Interim dividend for the FY 200708 were transferred during the year to the Investor Education and Protection Fund.

TRANSFER TO RESERVE

Details of reserve and surplus are provided in Note No. 14 of the Financial Statement for the Financial Year 202223.

CHANGE IN NATURE OF BUSINESS

During the period under review, there is no change in the nature of business.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors of the company has various Executive and Non-Executive Directors including Independent Directors who have wide experience in different disciplines of corporate functioning.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Sanjay Goverdhan Sharma (DIN: 02455999) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your directors recommend his re-appointment.

After the financial year ended 2022-23, Board of Directors has appointed Ms. Ruchi Halakhandi in place of Mrs. Garima Jain as an Additional Director in the category of Non Executive Independent Director of the company w.e.f. 14th August, 2023 subject to the approval of shareholders in the 39th Annual General Meeting.

Also, the Board of Directors has appointed Mr. Sandeep Mehta as a Chief Financial Officer (CFO) of the Company w.e.f 14th August, 2023.

Brief details of Director proposed to be re-appointed as required under regulation 36 of the SEBI Listing Regulations are provided in the Notice of Annual General meeting.

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms and conditions of the Independent Directors are incorporated on the website of the Company www.anjanisynthetics.com

Sr. No. Name of Director/KMP PAN/DIN Designation
1 Vasudev Subhkaran Agarwal 01491403 Managing Director
2 Manohar Lai Ishwar Ram Sharma* ACJPS9573K CFO
3 Vikas Anandi Sharma BMPPS5063K CEO
4 Niki Sourabh Patawari BGBPB0403J Company Secretary

‘Resignation of Mr. Manoharlal I. Sharma as a Chief Financial Officer has resigned from the company on 26th April, 2023.

‘Appointment of Mr. Sandeep Mehta as a Chief Financial Officer to the company from 14th August, 2023.

The Company has compiled with the requirements of having Key Managerial Personnel as per provisions of Section 203 of the Companies Act, 2013.

DISCLOSURE RELATED TO BOARD AND COMMITTEES

a) Number of Board Meetings conducted during the year under review

Regular Board Meetings are held once in a quarter, inter-alia, to review the quarterly results of the Company.

During the year under review 8 (EIGHT) Board Meetings were convened. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013. The details of the meetings are furnished in the Corporate Governance Report which forming part of this Annual Report.

b) Independent Directors Meeting

The Independent Directors met on the 13th February, 2023, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

c) Committees of the Board of Directors

Your Company has several Committees which have been established as part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board of Directors:

• Audit Committee

• Stakeholders Grievances and Relationship Committee

• Nomination and Remuneration Committee

The details with respect to the compositions, powers, and terms of reference and other information of relevant committees are given in details in the Corporate Governance Report which forms part of this Annual Report.

d) Board Evaluation:

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors. In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of other directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

e) Board Diversity:

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164(2) of the Companies Act, 2013.

VARIOUS COMPANIES POLICIES

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated and implemented the various policies. All the Policies are available on Companys website (www.anjanisynthetics.com) under the heading "Investor Relations". The policies are reviewed periodically by the Board and updated based on need and requirements.

a) Policy on Directors Appointment and Remuneration

The Company has a Nomination and Remuneration Committee. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Key Managerial Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy for the appointment, reappointment and remuneration of Directors, Key Managerial Personnel. All the appointment, reappointment and remuneration of Directors and Key Managerial Personnel are as per the Nomination and Remuneration Policy of the Company.

b) Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company www.anjanisynthetics.com.

c) Risk Management Policy

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/ mitigating the same. The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

d) Sexual Harrassment of Women at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2022-23, the Company has not received any complaints on sexual harassment.

e) Contracts or Arrangements with Related Parties

All related party transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. The Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Therefore, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not Applicable. Suitable disclosure as required by the Indian Accounting Standard (Ind AS 24) has been made in the notes to the Financial Statements.

All Related Party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval for normal business transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee. The details of Related Party Transactions are given in the notes to the financial statements.

The policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company www.anjanisynthetics.com

AUDITORS & AUDITORS REPORT

a) Statutory Auditors:

The Members of the Company at its Thirty Eight (38th) Annual General Meeting held on, 28th September 2022 has approved the appointment of M/s. Nahta Jain & Associates, Chartered Accountants, Ahmedabad (Firm Registration No. 106801W) as the Statutory Auditors of the Company, for a period of five (5) years to hold the office of the Statutory Auditors of the Company from the conclusion of 38th Annual General Meeting till the conclusion of 43rd Annual General Meeting of the Company in place of M/s. Abhishek Kumar & Associates, Chartered Accountants (Firms Registration No. 130052W) retiring statutory auditor.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The report does not contain any qualification, reservation or adverse remark.

b) Internal Auditors:

M/s. ACM & Associates, Chartered Accountants, Ahmedabad has been appointed as Internal Auditors of the Company for the FY 2023-24. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a yearly basis. The scope of internal audit is approved by the Audit Committee.

c) Cost Auditors:

The Company has appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as Cost Auditor of the Company to audit the cost accounts for the financial year 2023-24.

As per Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 the Board of Directors of your Company has appointed M/s. Kiran J. Mehta & Co., Cost Accountants as the Cost Auditor of the Company for the financial year 2023-24 on the recommendations made by the Audit Committee subject to the approval of the Central Government.

The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs.60,000/- (apart from reimbursement of out of pocket expenses and applicable taxes, if any).

The Cost Audit report for the financial year 2022-23 was filed within the due date. The due date for submission of the Cost Audit Report for the financial year 2022-23 is within 180 days from 31st March, 2023.

d) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had re-appointed Mr. Mukesh H. Shah, Practicing Company Secretary of Ahmedabad to undertake the Secretarial Audit of the Company. The secretarial audit report for the financial year 2022-23 is annexed to this Annual Report as Annexure-ll.

e) Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government:

The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act as amended, the Annual Return is available on the Companys website www.anjanisynthetics.com

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, required under Section 134 (3) (m) of the Companies Act, 2013 forms part of this Annual Report as Annexure-I.

CORPORATE GOVERNANCE REPORT

The Company has taken adequate steps to adhere to all the stipulations laid down under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance included as a part of this Annual Report is given in Annexure-lll.

A certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Reg. 27 & 34 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this Annual Report.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate Governance as required under the Listing Regulations is provided in a separate section and forms part of the Annual Report. Certificate from the Practicing Company Secretary regarding compliance with the conditions stipulated in the Listing Regulations forms part of the Corporate Governance Report.

The Management Discussion and Analysis Report as required under the Listing Regulations are presented in a separate section and forms part of the Annual Report.

INSURANCE

Assets of your Company are adequately insured against various perils.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year as on 31st March, 2023 and the date of Directors Report i.e. 14.08.2023.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans, Guarantees or Investments covered under the provisions of section 186 of the Companies Act, 2013 made during the year under review are disclosed in the financial statements.

PARTICULARS OF EMPLOYEES

Details pertaining to remuneration as required under section 197(12) of the companies act, 2013 read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014:

a) The percentage increase in remuneration of each Director, Chief Executive officer, Chief Financial Officer and Company Secretary during the financial year 2022-23 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23 are as under:

Remuneration Ratio of Directors/ KMP/ Employees:

Name & Designation

Remuneration Paid

FY 2022-23 (Rs in lacs) FY 2021-22 (Rs in lacs) +/- in remuneration from previous year (Rs.) Ratio/ Times per Median of employee remuneration
Vasudev S. Agarwal Chairman & MD 24,00,000 26,00,000 (2,00,000) 760.01/7.6
Sanjay Goverdhan Sharma Executive Director 6,68,200 6,12,260 55,940 211.60/2.12
Manoharlal I Sharma Chief Financial Officer 6,95,800 4,92,185 -2,03,615 220.34/2.20
Vikas Sharma Chief Executive Officer 7,21,960 4,14,635 3,07,325 228.62/2.29
Niki Patawari Company Secretary 3,60,000 1,50,000 2,10,000 114/1.14

Note: Except Key Managerial Personnel i.e. Managing Director, Chief Financial officer, Chief Executive officer and Company Secretary, no other directors received any remuneration from the Company other than sitting fees for attending Board meetings and Committees meetings.

b) Median remuneration of employees was Rs. 315785/- during the year 2022-23

c) The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

The number of permanent employees on the roll of Company: 117 (One Flundred Seventeen) as on 31 March, 2023.

d) It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control system, which is commensurate with the size, scale and complexity of its operations. The Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material impact on the Companys operation.

Further, the Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of Internal Auditor, the process owners undertake the corrective action in their respective areas and thereby strengthen the Control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 134(3)(c) read with sub section 5 of the Companies Act, 2013, Directors subscribe to the "Directors Responsibility Statement", and confirm that:

a) In preparation of annual accounts for the year ended 31st March, 2023, the applicable accounting standards have been followed and that no material departures have been made 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 the end of the financial year and of the profit or loss of the Company for that year;

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 for the year ended 31st March, 2023 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review, the provisions of Section 135 of the Act relating to the Corporate Social Responsibility are not applicable to your Company.

COMPLIANCE WITH SECRETARIAL STANDARD

Your Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

3. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

4. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

CAUTIONARY NOTE

The statement in the Directors Report and the Management Discussion and Analysis Report describing the Companys objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. These risks and uncertainties include the effect of economic and political conditions in India, volatility in interest rates, new regulations and Government policies that may impact the Companys business as well as its ability to implement the strategy. The Company does not undertake to update these statements.

ACKNOWLEDGEMENT

Your directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review Your Directors place on record their deep appreciation to employees at all levels and workers for their hard work, dedication and commitment.

For and on behalf of the Board of Directors
For, ANJANI SYNTHETICS LIMITED
Place: Ahmedabad
Date: 14th August, 2023 VASUDEV S. AGARWAL
(DIN:01491403)
CHAIRMAN & MD