jaihind synthetics ltd Directors report

To,

The Members of

Jaihind Synthetics LTD

Your Directors present their 36^th Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

Companys financial result for the year ended March 31, 2023 is summarized below:

		(Amount in Rs.,
Particulars	2022-23	2021-22
Total Income	1,960,000	18,44,455
Total expenses	1,763,588	1,647,111
Profit/(loss) Before Tax after exceptional items	1,96,412	1,97,344
Provision for Taxation	45,000	45,152
Profit /(Loss) after tax	1,51,412	1,52,192
Profit for Appropriation Sub Total	(3,565,978)	(37,17,390)
Investment allowance reserve	69,351	69,351
Share Premium	68,375,414	68,375,414

2. Financial Operations & State of Affairs of the Company

The Company is engaged in the business of Manufacturers, dealers, exporters, brokers, agents, distributors, dyers, printers, bleachers of all textiles fibers, yarn, cloth, cotton, woolen, worsted stuff, silk, garments, handicrafts twisting, dobbling, texturizing and crimping of polysteryarn silk, cotton, or blended yarn.

During the year under review, total income of the Company for the year ended March 31, 2023 is Rs. 1,960,000/- (PY Rs. 18,44,455/-).

Your Directors assure to reduce and accelerate the growth momentum in coming years and strive for bright future for your Company.

3. Change in the nature of business, if any:

There is no Change in Nature of business during the year 2022-23.

4. Dividend

Directors do not recommend any dividend for the year.

5. Transfer to Reserves

During the financial year 2022-23 the Company has not transferred any amount to any reserve.

6. Details of the Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year:

The Company has does not have any Subsidiary, Joint Venture, Associate Company.

7. Directors and Key Managerial Personnel

The term of Mrs. Deviben Dinesh Doshi and Mr. Dinesh Doshi Jayntalal as a Whole-time Directors of the Company was expired on October 9, 2022. The Board, at its Meeting held on September 2, 2023, has approved the aforesaid re-appointments for a further period of five years, subject to the approval of members.

Resolutions seeking Members approval is included in the Notice convening the ensuing AGM. The Board recommends the re-appointment of Mrs. Deviben Dinesh Doshi and Mr. Doshi Jayntalal Dinesh.

Pursuant to Section 152 of the Companies Act, 2013 (‘the Act), Mr. Pareshkumar Vinodray Savani, Non-Executive Director will retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends his appointment.

Mr. Ramesh Kistappa Pasula (DIN: 05337128), resign as an Director (In the category of Independent Director) of the Company, effective from September 09, 2015 and same is approved at the Board meeting held on September 08, 2023. Directors placed on record their appreciation for the valuable contribution made by Mr. Ramesh Kistappa Pasula during his tenure.

Mr. Shital Arvind Shah (DIN: 06797132), resign as an Director (In the category of Independent Director) of the Company, effective September 09, 2015 and same is approved at the Board meeting held on September 08, 2023. Directors placed on record their appreciation for the valuable contribution made by Mr. Shital Arvind Shah during his tenure.

Ms. Dharmistha Sharad Shah (DIN: 07675602), resign as an Director (In the category of Independent Director) of the Company, effective December 13, 2016 and same is approved at the Board meeting held on September 08, 2023. Directors placed on record their appreciation for the valuable contribution made by Ms. Dharmistha Sharad Shah during his tenure.

Pursuant to the recommendation of the Nomination & Remuneration Committee (NRC), the Board, in its Meeting held on September 08, 2023, was appointed Mr. Dipesh Bhupendra Sushania (DIN: 10304538), Mr. Krishna Pramod Maheta (DIN: 10306752) and Mrs. Rinal Vijay Doshi (DIN: 10312364) as an Directors (In the category of Independent Director) effective September 30, 2023 and who qualifies for being appointed as an Independent Directors for the term of five years with effect from September 8, 2023 till September 7, 2028 and the same will also approved by the members at their Annual General Meeting held on September 30, 2023.

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(7) of the Act and Regulation 16 and 25 of the Listing Regulations. The Independent Directors of the Company have also registered themselves in the databank with the Indian Institute of Corporate Affairs and confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

8. Board Evaluation:

The Board of Directors is committed to continued improvement in its effectiveness. Accordingly, formal evaluation of Boards, its Committee and Directors performance is carried out annually. This was designed to ensure, amongst other things, that the Board, its Committees and each Director continue to contribute effectively.

As per Section 134(3)(p) of the Act, a statement indicating the manner in which formal annual evaluation was made by the Board of their performance and that of its Committees and individual Directors, has to be furnished to the Members as part of the Boards Report.

The criteria for evaluation of performance of Directors, the Board as a whole and the Boards Committee, as specified by Nomination and Remuneration Committee was done.

9. Policy on the Directors appointment and remuneration:

The Companys Policy on the Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters as provided under section 178 of the Act is available at company website.

10. Number of meetings of the Board of Directors:

Attendance in the number of Board Meetings held and attended during the year are as under:

Sr No.			Number of Meeting
	Name of the Director	Designation	Held	Attended
1	Ms. Deviben Dinesh Doshi	Wholetime Director	6	6
2	Mr. Dinesh Jayntalal Doshi	Wholetime Director	6	6
3	Mr. Paresh Vinodray Savani	Director	6	3
4	Mr. Shital Arvind Shah	Director	6	6
5	Mr. Ramesh Kistappa Pasula	Director	6	6
6	Ms. Dharmistha Sharad Shah	Director	6	6

During the year under review, 6 (Six) meetings of the Board of Directors were held .i.e. May 30, 2022, August 13, 2022, November 14, 2022, December 16, 2022, December 22, 2022 and February 14, 2023.

The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and as per Secretarial Standard-1.

11. Committees of the Board:

The Company has constituted various committees in accordance with the provisions of the Companies Act, 2013 the details of which are given as under:

A. Audit Committee;

B. Nomination and Remuneration Committee;

C. Stakeholders Relationship Committee;

A. Audit Committee

The Audit Committee comprises of experts specialized in Accounting and Financial Management. The Chairperson of the Audit Committee is a Non-Executive Independent Director. The composition of the Audit Committee, as on March 31,2023, is as under:

> Composition of Audit Committee

Sr No.	Name of the Director	Category	Designation	Number of Meeting
				Held	Attended
1	Mr. Shital Arvind Shah	Non-Executive Independent Director	Chairman	4	4
2	Mr. Dinesh Jayantlal Doshi	Executive & Whole Time Director	Member	4	4
3	Ms. Dharmistha Sharad Shah	Non-Executive Independent Director	Member	4	4

During the period under review, 4 (four) Audit Committee Meetings were held on i.e. May 30, 2022, August 13, 2022, November 14, 2022, February 14, 2023.

The statutory auditors were the invitees to the above meetings.

> Terms of reference:

The terms of reference of the Audit Committee include:

1. Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

a) Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

b) Changes, if any, in accounting policies and practices and reasons for the same

c) Major accounting entries involving estimates based on the exercise of judgment by management

d) Significant adjustments made in the financial statements arising out of audit findings

e) Compliance with listing and other legal requirements relating to financial statements

f) Disclosure of any related party transactions

g) Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Review and monitor the auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

B. NOMINATION AND REMUNERATION COMMITTEE:

The Board has framed the Nomination and Remuneration Committee Charter which ensures effective compliance of Section 178 of the Act and Regulation 19 of the Listing Regulations.

The Board has clearly defined the terms of reference for the Nomination and Remuneration

Committee, which are as under:

> Composition:

Sr.No.	Name of the Director	Designation	Category	Number of Meeting
.				Held	Attended
1	Mr. Shital Arvind Shah	Chairman	Non-Executive Independent Director	1	1
2	Mr. Ramesh Kistappa Pasula	Member	Non-Executive Independent Director	1	1
3	Ms. Dharmistha Sharad Shah	Member	Non-Executive Independent Director	1	1

During the period under review, the Committee has met on November 14, 2022.

> Remuneration Policy:

The remuneration of the Executive Directors is recommended by the remuneration committee based on factors such as industry benchmarks, the Companys performance etc.

> Terms of Reference:

• Reviewing the overall compensation policy, service agreements and other employment conditions of Managing/whole-time Director and Senior Management.

• To help in determining the appropriate size, diversity and composition of the Board. - To recommend to the Board appointment and removal of Director.

• To frame criteria determining qualifications, positive attributes and independence of Directors.

• To recommend to the Board remuneration payable to the Directors (while fixing the remuneration to Executive Directors the restrictions contained in the Act, is to be considered).

• To create an evaluation framework for Independent Directors and the Board.

• To provide necessary reports to the Chairman after the evaluation process is completed by the Directors.

• To assist in developing a succession plan for the Board.

• To assist the Board in fulfilling responsibilities entrusted from time to time.

• Delegation of any of its power to any Member of the Committee or the Compliance Officer.

> Performance Evaluation Criteria for Directors:

The criterion for performance evaluation is as under:

Role of Accountability:

- Understanding the nature and role of Independent Directors position.

- Understanding of risks associated with the business.

- Application of knowledge for rendering advice to management for resolution of business issues.

- Offer constructive challenge to management strategies and proposals.

- Active engagement with the management and attentiveness to progress of decisions taken.

Objectivity:

- Non-partisan appraisal of issues.

- Own recommendations given professionally without tending to majority or popular views.

Leadership and Initiative:

- Heading Board and sub-committees.

- Driving any function or identified initiative based on domain knowledge and experience.

Personal Attributes:

- Commitment to role and fiduciary responsibilities as a Board member.

- Attendance and active participation.

- Proactive, strategic and lateral thinking.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Shareholders Grievance Committee comprises of Three Directors i.e. Ms. Deviben Dinesh Doshi, Mr. Dinesh Jayntalal Doshi, and Mr. Shital Arvind Shah was the Chairman of Shareholders Grievance Committee.

> Meetings:

During the period under review, the Committee has met on November 14, 2022 and all the Member were present.

> Terms of reference:

- Oversee and review all matters connected with the transfer of the Companys securities.

- Approve issue of the Companys duplicate share/debenture certificates.

- Consider, resolve and monitor redressal of investors/shareholders/security holders grievances related to transfer of securities, non-receipt of Annual Report, non- receipt of declared dividend etc.

- Oversee performance of the Companys Registrar and Share Transfer Agent ("RTA").

- Recommend methods to upgrade the standard of services to investors;

- Monitor implementation and compliance with the Companys Code of Conduct for Prohibition of Insider Trading.

- Carry out any other function as is referred by the Board from time to time and/or enforced by any statutory notification/amendment or modification as may be applicable.

- Perform such other functions as may be necessary or appropriate for the performance of its duties.

12. Corporate Social Responsibility (CSR)

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your company is not governed by the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. So, the Company is not required to conduct CSR activities.

13. Vigil Mechanism:

The Company has a ‘Whistle Blower Policy/Vigil Mechanism in place. The objective of the Vigil Mechanism is to provide the employees, Directors, customers, contractors and other stakeholders of the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Companys commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee. The Policy contains the provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

Vigil Mechanism cum Whistle Blower Policy is available on the Companys website.

14. Audit Reports:

a) Statutory Audit Report:

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Act. The Company has received an unmodified opinion in the Auditors Report for the financial year 2022-23.

b) Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Rinkesh Gala & Associates, Practicing Company Secretary (C.P. No. 20128) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure ‘A.

As required under section 204 (1) of the Companies Act, 2013, the Company has obtained a secretarial audit report.

There are no major observations made by the Auditor in the Report except other noncompliances mentioned therein and forming part of the report:

However, the company would ensure in future that all the provisions are compiled to the fullest extent.

a) Statutory Auditors:

M/s. PSV Jain & Associates, Chartered Accountants being eligible, offer themselves for reappointment for a period of 5 years i.e. from the conclusion of this Annual General Meeting ("aGm") until conclusion of the AGM held in FY 2027-28. The company has received a certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of section 141 of the Companies Act, 2013.

15. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

A. Conservation of Energy:

a) the steps taken or impact on conservation of energy: NA

b) the steps taken by the company for utilizing alternate sources of energy: NA

c) the capital investment on energy conservation equipment : NA

B. Technology Absorption:

a) the efforts made towards technology absorption: NA

b) the benefits derived like product improvement, cost reduction, product development or import substitution: NA

c) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NA

> the details of technology imported;

> the year of import;

> whether the technology has been fully absorbed;

> if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

> the expenditure incurred on Research and Development.

C. Foreign Exchange Earnings and Outgo:

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Rule 5 of the Companies (Accounts) Rules, 2014, the information relating to foreign exchange earnings and outgo is provided under:

		(Amount in Rs)
Sr. No. Particulars	2022-23	2021-22
1. Foreign Exchange Earnings	NIL	NIL
2. Foreign Exchange Outgo	NIL	NIL

16. Particulars of Employees

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employees remuneration is made available at the corporate office of the Company during working hours for a period of twenty-one (21) days before the date of the meeting.

17. Annual Return

In pursuant to Section 92 read with Rule 11 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be filed in E-Form MGT-7 with the Registrar of Companies within 60 days from the date of Annual General Meeting for the Financial Year 2022-23.

18. Share Capital

The paid up Equity Share Capital as at March 31,2023 stood at 8,54,65,980. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2023, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

Further, On November 23, 2022, BSE had given Listing approval for 15,20,000 equity shares of the Company and the Company held its EGM on July 3, 2023, for cancelling and extinguishing 22,26,598 issued and subscribed equity shares by updating rectification of Register of Members under Section 59 of the Companies Act, 2013.

19. Management Discussion and Analysis Report

In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Companys operations forms part of this Annual Report.

20. Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2023, the Board of Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, wherever applicable;

b) such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2023 and of the losses of the Company for the year ended on that date;

c) proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. Particulars of Contracts and Arrangements with Related Parties

Your Company has formulated a policy on Related Party Transactions including policy for determining material subsidiaries and on materiality of related party transactions which are available on the Companys website and is accessible at the Company website.

All contracts/ arrangements/ transactions entered by the Company during the financial year under review with related parties were in the ordinary course of business and on an arms length basis.

During the year under review, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report. However, the Directors draw attention of the members to the Standalone Financial Statement which sets out related party disclosures.

22. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

Particulars of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, 2013 form part of the Notes to the Standalone Financial Statements.

23. Internal Financial Controls with reference to the Financial Statement:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has in place adequate internal financial controls with reference to financial statements. The Companys internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and the same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Companys internal control system including internal financial controls.

24. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the aforesaid Act, including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Policy is gender neutral. We are pleased to inform you that no complaints pertaining to sexual harassment were received during the Financial Year 2022-23. The policy can be accessed on the website of the Company at the Company website.

25. Secretarial Standards:

The Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and notified by the Central Government.

26. Cost Records:

As per Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records is not mandated for the products manufactured by the Company.

27. Other Disclosures/Reporting:

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

a) Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report;

b) Details relating to deposits covered under Chapter V of the Act;

c) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act);

d) Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future; and

e) Details in respect of frauds reported by the Auditors under section 143(12) other than those which are reportable to the Central Government, as there were no such frauds reported by the Auditors.

28. Acknowledgements:

Your Board wish to place on record their appreciation and acknowledge with gratitude the support and cooperation extended by the Government Authorities, Bankers, Customers, Employees and Members during the year under review and look forward to their continued support.

For and on behalf of the Board of Directors,

Jaihind Synthetics Ltd

Dinesh Doshi

Chairman & Wholetime Director

DIN: 07789377

Date: September 8, 2023

Place: Mumbai.