To,
The Members of Synthiko Foils Limited.
Your directors have pleasure in presenting the 38th Annual Report together
with the Audited Financial Statements on standalone basis for the year ended on 31st March,
2023.
1. FINANCIAL RESULTS:
Particulars |
For the year ended on 31st March, 2023 |
For the year ended on 31st March, 2022 |
| Total Income |
25,65,93,373 |
29,73,05,414 |
| Profit before Depreciation and Tax |
43,86,089 |
1,50,27,899 |
| Less: Depreciation |
21,08,552 |
26,99,047 |
| Tax Expenses |
6,21,031 |
31,44,155 |
Net Profit for the year |
16,56,506 |
91,84,697 |
| Add. Profit & Loss A/c Bal of Previous year |
NIL |
NIL |
| Appropriations: |
NIL |
NIL |
| Proposed Dividend |
NIL |
NIL |
| Dividend Distribution on Proposed |
NIL |
NIL |
| Dividend |
NIL |
|
| Transfer to General Reserve |
NIL |
NIL |
Balance c/d to Balance Sheet as at 31.03.2023. |
16,56,506 |
91,84,697 |
2. STATEMENT OF COMPANYS AFFAIRS:
The year 2022-2023 was optimistic year for the companys operations. During the year
the Income from operations decreased from last years revenue of Rs 29,73,05,415 to
Rs 25,65,93,373. The profit after tax is Rs. 16,56,506 and its
decreased by 81.97% from the figures of the last years Profit after Tax of Rs.
91,84,697.
3. DIVIDEND:
In order to conserve resources, your directors do not recommend any dividend for the
Financial Year ended on 31st March, 2023.
4. TRANSFER TO RESERVES:
The Company has not transferred any amount to any reserve.
5. CHANGE IN NATURE OF BUSINESS, IF ANY:
There is no change in the nature of business of the Company.
6. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The relations between Company and its employees being cordial and no instance of any
Industrial Dispute reported during the year 2022-23. During the Financial Year the Company
does not have any employee who was drawing remuneration required to be disclosed pursuant
to the Section 197 of Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
7. PARTICULARS OF REMUNERATION:
In terms of provision of section 197 (12) of the Companies Act 2013 and Rule 5(2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement
showing have been provided in Annexure II, however as there are no employees
drawing remuneration in excess of the prescribed limits. The information as required the
names and other particulars of employees drawing remuneration in excess of the limits set
out in the said Rules forms part of the Report. However, having regard to the provisions
of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report
including the aforesaid information is being sent to the Members of the Company.
8. SUBSIDIARY COMPANY:
Since the Company has no subsidiary, provisions of Section 129(3) of the act does not
apply to the Company.
9. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE
SOCIAL RESPONSIBILITY INITATIVES:
Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the
Company. Therefore, Company has not developed and implemented policy on Corporate Social
Responsibility.
10. DEPOSITS:
The Company has neither accepted nor renewed any deposits during the year under review.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS / OUTGO:
The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings/outgo are set out in Annexure I to this Report.
12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mrs. Sheetal Dadhia (DIN: 07144050) who was liable to retire by rotation during the
year, being eligible for re-appointment offers herself for re-appointment, be and is
hereby was re-appointed as a Director of the company.
Also, During the year under review company obtained shareholders approval for
Reappointment and payment of remuneration to Mr. Ramesh Dadhia and Mr. Bhavesh Dadhia as
Managing Director and Whole-time Director respectively w.e.f 1st September, 2022 to 31st
August, 2025 in its Annual General Meeting held on 30th September, 2022.
There is no appointment and resignation of Director during the year. Therefore, there
is no change in composition of board this year.
14. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) of Companies Act, 2013 the Annual Return
for FY 2022-23 is available on companys website. www.synthikofoilsltd.com
15. NUMBER OF MEETINGS OF THE BOARD:
Four (4) Board Meetings were held during the year 2022-23 pursuant to Section 173 (1)
of Companies Act, 2013.
16 DECLARATIONS OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that fulfill
all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to
qualify themselves to be appointed as Independent Directors under the provisions of the
Companies Act, 2013 and the relevant rules.
17. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that:
(a) in the preparation of Annual Accounts for the year ended on 31st March,
2023, the applicable accounting standards have been followed and there are not material
departures from the same., (b) the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company at the end of
the financial year on 31st March, 2023 and the profit and loss of the Company
for that period., (c) the Directors have taken proper and sufficient care for the
maintenance of the adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities., (d) the Directors have prepared Accounts on
‘going concern basis., and (e) The Directors have laid down internal financial
controls to be followed by the Company and that such financial controls are adequate and
are operating effectively. (f) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems are adequate
and operating effectively.
18. COMMENTS ON AUDIT REPORTS:
There is no qualification, reservation or adverse remark or disclaimer made by M/s S C
Mehra and Associates LLP Chartered Accountants in their Audit report for the year ended on
31st March, 2023.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee
of the Company in the year under review.
19. REPORTING OF FRAUDS AUDITORS:
During the year under review, the Statutory Auditors, and Secretarial Auditor have not
reported any instances of frauds committed in the Company by its Officers or Employees to
the Audit Committee undersection 143(12) of the Act, details of which needs to be
mentioned in this Report.
20 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The particulars of loans given and investment made has been disclosed in the financial
statements in note no. 6 of the financial statements.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:
During the year 2022-23 the Contract or Arrangements entered in to by the Company with
related parties were approved by the Audit Committee pursuant to subsection (iv) (4) of
Section 177 of Companies Act, 2013 and by the Board of Directors pursuant to Section 188
(1) of Companies Act, 2013.
The related party transactions were at arms length basis and were in the ordinary
course of business of the Company. The other details with respect to related party
transactions in Form AOC 2 are set out in Annexure III to this Report. The policy
on Related Party Transactions is available on Companys website- www.synthikofoilsltd.com.
22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year of the Company to which the financial
statements relate and the date of the report.
23 EVALUATION OF BOARD:
The performance of Board, its Committees and Individual Directors were reviewed during
the year pursuant to subsection (p) (3) of Section 134 of Companies Act, 2013. Also, the
performance of Committees of the Board was reviewed by the same and forthwith the
evaluated performance of Board, Individual Directors and Committees were found to be
satisfactory as during the year 2022-23.
24 STATUTORY AUDITORS:
M/s. S C Mehra & Associates, Chartered Accountants having FRN 106156W were
appointed as Statutory Auditors of the Company in 37th Annual General Meeting
held during the year under-review to hold office for a period of 3 years i.e till the end
of 40th Annual General Meeting to be held in year 2025.
However, as per Companies (Amendment) Act, 2017 notified on 7th May, 2018
the provisions regarding the ratification of Auditor in every AGM has been done away.
25. INTERNAL AUDITORS:
As per section 138 of the Companies Act, 2013, the Company has appointed M/s. Vatsal
Bhatia & Company, Chartered Accountant as the internal auditors for the financial year
to 2022-2023 to conduct the internal audit and to ensure adequacy of the Internal
controls, adherence to Companys policies and ensure statutory and other compliance
through, periodical checks and internal audit.
26. SECRETARIAL AUDITORS REPORT:
The Company has appointed M/s HSPN & Associates LLP, Company Secretaries, as
Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial
Year 2022-23 and to issue Secretarial Audit Report as per the prescribed format under
rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Their report is
appended to this report as Annexure IV to Directors Report.
Auditors Observation:
1. The Composition of Audit Committee and Nomination and Remuneration Committee
is not in Compliance with the provisions of Section 177 and 178 of Companies Act, 2013
respectively.
Directors Comment:
1. Company being a small company in terms of paid-up capital and revenue is in
process of identifying a suitable candidate to be appointed as Independent Director of the
Company.
27. COMMITTEES OF THE BOARD:
The Companys Board has the following committees:
1. Audit Committee.
2. Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee).
3. Nomination and remuneration Committee.
28. WHISTLE BLOWER:
The Board of Directors have set up the Whistle Blower Policy I.e., Vigil Mechanism for
Directors and Employees of the Company to report concerns about unethical behavior, actual
or suspected fraud, or violations of Companys Code of Conduct or Ethics Policy. The
detailed Vigil Mechanism Policy is available at Companys Website: www.synthikofoilsltd.com.
29. INTERNAL FINANCIAL CONTROLS:
The Board hereby reports that the Internal Financial Controls were reviewed by the
Audit Committee and there were adequate Internal Financial Controls existed in the Company
with respect to the Financial Statements for year ended on 31st March, 2023 and
the Internal Financial Controls are operating effectively.
30. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is following the applicable Secretarial Standards as prescribed and
formulated by ICSI during the Financial year 2022-2023.
31. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013, the Company has formulated and implemented a policy on
prevention of sexual harassment at workplace with a mechanism of lodging complaints,
redressal for the benefits of its employees. There were no complaints filed against any of
the employees of the Company under this Act.
32. LISTING OF SHARES:
The Equity Shares of the Company as listed on BSE Limited.
33. OTHER DISCLOSURES:
The company does not have any Employees Stock Option Scheme in force and hence
particulars are not furnished, as the same are not applicable
34. POLICIES:
The Company seeks to promote highest levels of ethical standards in the normal business
transactions guided by the value system. The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandates formulation of certain policies for Listed
Companies. The Policies are reviewed periodically by the Board and are updated based on
the need and compliance as per the applicable laws and rules and as amended from time to
time. The policies are available on the website of the Company Website: www.synthikofoilsltd.com.
35. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS
OPERATIONS IN FUTURE:
During the year there has been no significant material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and companys operations in
future.
36. ENHANCING SHAREHOLDER VALUE:
Your company firmly believes that its success, the marketplace and a good reputation
are among the primary determinants of value to the shareholder. The organizational vision
is founded on the principles of good governance and delivering leading-edge products
backed with dependable after sales services. Following the vision Your Company is
committed to creating and maximizing Long- term value for shareholders.
37. CAUTIONARY STATEMENT:
Statements in the Boards Report and the Management Discussion & Analysis
describing the Companys objectives, expectations or forecasts maybe forward looking
within the meaning of applicable securities laws and regulations. Actual results may
differ materially from those expressed in the statement. Important factors that could
influence the Companys operation include global and domestic demand and supply conditions
affecting selling prices of Raw Materials, Finished Goods, input availability and prices,
changes in government regulations, tax laws, economic developments within and outside the
country and various other factors. The current Covid-19 pandemic has also affected the
operations of the Company.
38. ACKNOWLEDGEMENTS:
The Board of Directors hereby express thanks to all the Shareholders, Customers,
Suppliers, Associates, Employees and various Authorities for extending their valued
support and patronage to the Company.
Date: 14.08.2023 |
For and on behalf of the Board |
|
Sd/- |
Place: Jawhar |
|
|
Ramesh Dadhia |
|
(DIN 00726044) |
|
Managing Director & Chairman |
+91-9892691696
