vera synthetic ltd share price Directors report

To,

The Shareholders

VERA SYNTHETIC LIMITED

(Earstwhile known as Vera Synthetic Pvt. Ltd.)

Your Directors have pleasure in presenting the 24^THAnnual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March 2023.

1. SUMMARY OF FINANCIAL RESULTS:

Particulars	Current	Previous
	Year	Year
	2022-23	2021-22
Total Revenue from operations	40,87,54,220	35,24,13,034
Total Expenditure	38,42,20,390	32,59,37,940
Profit / (Loss) Before Tax	2,45,33,829	2,64,75,094
Provision for Taxation
(1) Current Tax	58,30,144	68,01,533
(2) Deferred Tax	5,09,179	266.80
(3) Income-tax adj. of earlier years
Profit / (Loss) after Tax	1,81,94,505	1,96,73,294
Earning Per Equity Share:
(1) Basic	3.69	3.99
(2) Diluted	3.69	3.99

The Operational Income of the Company has been increased to Rs.40,87,54,220/- compared toRs.35,24,13,034/- in the previous year. Total expenditure has been increased fromRs. 38,42,20,390/- toRs.32,59,37,940/-

2. DIVIDEND:

With a view to finance expansion from internal accrual for the growth of the Company, thedirectors do not recommend any dividend for the year ended March 31, 2023.

3. OPERA TIONAL HIGHLIGHTS AND PROSPECTS:

This was a normal year for your Company as it has achieved satisfactory profit.

4. CREDIT FACALITIES

The Company has been optimally utilizing its fund based and non-fund based working capital requirements as tied up with STATE BANK OF INDIA. During the year under review, the Company was comfortable in meeting its financial requirements. Effective financial measures have been continued to reduce cost of interest and bank charges.

5. SHARE CAPITAL AND CHANGES

During F.Y. 2022-23, there is no changes in the capital structure of Company.

6. MATERIAL CHANGES

There are no significant events affecting the financial position between the end of the financial year and date of the Report.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE I and is enclosed to this report.

8. RISK MANAGEMENT:

The Company has framed a sound Risk Management Policy to identify and evaluate business risks and opportunities and the same has become integral part of the Companys day to day operations. The key business risks identified by the Company are Industry risk, Management and Operations risk, Market risk, Government policy risk, Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks. The Policy on Risk Management is available on website of the Company under tab Investors/Policies/Risk Management Policy.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the furnishing the said informations not applicable except transaction with directors which are executed at arms length in ordinary course of business for which details are provided in audit report.

11. CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business of the Company during the year.

12. RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Board for its Omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as ANNEXURE II.

The advances were given to directors as advance/ security deposit to transact business at arms length in ordinary course of business. But due to unavoidable circumstances the business could not be carried out and therefore the advances / security deposit given to directors were returned back within one year of time period. The Company as has taken cautious steps so that no default is made and interest of stakeholders is not affected at large.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the rules made thereunder and the Listing Agreement. This policy was considered and approved by the Board and has been uploaded on the website of the Company at www.sujlonropes.com under Investors/ Policies/Policy on Related Party Transactions.

13. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there were no changes in the Directors and Key ManagerialPersonnel.

Composition of Board of Directors:

Thus, the Board of Directors of Company is a balanced one with an optimum mix of Executive and Non Executive Directors. They show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making. The Board of the Company is headed by an Executive Chairman. Chairman takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates.

As on 31st March, 2023, the Board of Company consists of Six (6) Directors. The composition and category of Directors as well as other details are as follow:

Sr. No. Name of the Director	Category	DIN	No. of Board Meeting attended last year	Whether attended last AGM	No. of members hip in committee in other Public Limited Company
1 Mr. Sunil D. Makwana	Promoter, Chairman & Managing Director	00245683	05	YES	NIL
2 Mr. Devjibhai P. Makwana	Promoter Group & Executive Director	00359412	05	YES	NIL
3 Mr. Dinesh M. Patel	Non Executive& Independent Director	07931168	05	YES	NIL
4 Mr. Ravi B. Adhiya	Non Executive& Independent Director	07931175	05	YES	NIL
5 Mrs. BansariParin Shah	Non Executive& Independent Director	08695482	05	YES	NIL
6 Mrs. Meera Sunil Makwana	Promoter Group & Whole time Director	08277500	05	YES	NIL

Notes:

1. Directorships exclude Private Limited Companies, Foreign Companies and Section 8 Companies.

2. Chairmanship/Membership of Committee only includes Audit Committee and Stakeholders Relationships Committee in Indian Public Limited companies other than Vera Synthetic Limited. Members of the Board of the Company do not have membership of more than ten Board-level Committees or Chairperson of more than five such Committees.

3. None of the directors are related to each other except Mr. Sunil D. Makwana, Mrs. Meera Sunil Makwanaand Mr. Devjibhai P. Makwana.

4. Details of Director(s) retiring or being re-appointed are given in notice to Annual General Meeting.

5. Brief profile of each of the above Directors are given in the beginning of the report.

BOARD EVALUATION:

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV, of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees.

BOARD COMMITTEES AND THEIR MEETINGS:

The Company has the following Committees of the Board along with details of its compositions.

Sr. No. Name of Committee	Members
1 Audit Committee	Mr. RavikumarAdhiya- Chairman Mrs. Bansari Shah- Member Mr. Dineshbhai Patel- Member Mr. Sunil Makwana - Member
2 STAKEHOLDERS RELATIONSHIP COMMITTEE	Mr. RavikumarAdhiya- Chairman Mrs. Bansari Shah- Member Mrs. Meera Sunil Makwana - Member
3 NOMINATION AND REMUNERATION COMMITTEE	Mr. RavikumarAdhiya- Chairman Mrs. Bansari Shah- Member Mr. Dineshbhai Patel- Member

1. Audit Committee

The Board has accepted all recommendations of the Audit Committee made during the financial year 2021-22.

During the year under review, the Audit Committee of the Company met four (05) times viz 16^th May, 2022, 30^th August 2022, 4^th September, 2022, 14^th November, 2022 and 11^th March, 2023.

The detail of attendance of Members at the Audit Committee Meeting is as under:-

Sr. No. Name of the Member	No. of meetings attended
1 Mr. RavikumarAdhiya	05
2 Mr. Dineshbhai Patel	05
3 Mr. Sunil Makwana	05
4 Mrs. Bansari Shah	05

2. Stakeholders Relationship Committee

During the year under review, the Stakeholder Relationship Committee of the Company met once on 17^thFebruary, 2023

The detail of attendance of Members at the Committee Meeting is as under:-

Sr. No. Name of the Member	No. of meetings attended
1 Mr. RavikumarAdhiya	01
2 Mrs. BansariParin Shah	01
3 Mrs. Meera Sunil Makwana	01

3. Nomination and Remuneration Committee

During the year under review, the Nomination and Remuneration Committee of the Company met once on 30^thAugust, 2022.

The detail of attendance of Members at the Nomination and Remuneration Committee Meeting is as under:-

Sr. No. Name of the Member	No. of meetings attended
1 Mr. Ravikumar Adhiya	01
2 Mrs. Divyaben Mehta	01
3 Mr. Dineshbhai Patel	01

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Policy on Nomination and Remuneration is available on the website of the Company under Investors/Policies/Nomination and Remuneration Policy.

CODE OF CONDUCT:

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company which is posted on the website of the Company under Investors/Policies/Code of Conduct. All Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis.

INSIDER TRADING:

The Board has in consultation with the Stakeholders Relationship Committee laid down the policy to regulate and monitor Insider Trading. The Committee regularly analyzes the transactions and monitors them to prevent Insider Trading. The policy on Insider Trading is available on the website of the Company under Investors/Polices/Code of Conduct for prevention of Insider Trading Policy.

MEETINGS:

Number of Board meetings held during the Financial Year are as mentioned below:

Sr. No. Date of Board Meeting	Chairperson
1 16.05.2022	Mr. Sunil D. Makwna
2 30.08.2022	Mr. Sunil D. Makwna
3 04.09.2022	Mr. Sunil D. Makwna
4 14.11.2022	Mr. Sunil D. Makwna
5 11.03.2023	Mr. Sunil D. Makwna

Number of General meetings held during the Financial Year are as mentioned below:

Sr. No. Date of General Meeting	Type of General Meeting	Chairperson
1 30.09.2022	Annual General Meeting	Shri Sunil D. Makwana

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) 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.

14. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—

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

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 and loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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; and

e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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.

15. ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 shall be uploaded at below mentioned path of the company

https://suilonropes.com/investors/financials/annualreturn

16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

18. AUDITORS & AUDITORS REPORT:

Statutory Auditor:

The Statutory Auditors M/s. Nirav Patel & Co, Chartered Accountants (FRN:134617W) signified their willingness to be appointed and declared their eligibility to be appointed as aStatutory Auditor of the Company. Shareholders has approved his appointment as a statutory auditor as on 19^th November, 2018.

Statutory Auditors Report:

The observation made in the Auditors Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

There is no qualification, reservations or adverse remarks made by the Auditors.

Secretarial Audit

As per section 204 of the Companies Act 2013 Secretarial Audit for the Financial Year 2022-23 has been complied by the Secretaril Auditor M/s M K SAMDANI & CO. (Practising Company Secretaries)The Secretarial Audit Report for the financial year ended 31st March, 2023 is annexed herewith marked as Annexure-IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Internal Auditor:

As per section 138 of the Companies Act 2013 Internal Audit for the Financial Year 2022-23 has been complied by the Internal Auditor M/s. SHAH RAJ AND ASSOCIATES., (F.R.No. 152644W) (Practising Chartered Accountant)

19. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company.

The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.

20. SHARES:

Initial Public Offer:

The company has not any offered securities to public.

Buy-back of Securities:

The Company has not bought back any of its securities during the year under review.

Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares:

The Company has not issued any Bonus Shares during the year under review.

Employees Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees.

21. PARTICULARS OF EMPLOYEES:

None of the employee has received remuneration exceeding the limit as stated in Section 197 ofthe Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014.

22. COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rule, the activity of your Company does not fall under any sectors as specified under Rule 3 of Companies (Cost Records and Audit) Rules, 2014 and hence, maintenance of cost records as well as the cost audit, as the case may be has not been applicable to the Company for the Financial Year 2022-23. Company is MSME company hence the cost audit is not applicable.

23. HUMAN RESOURCES:

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at its workplace. The Company has adopted an Anti-harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman & Managing Director. All female employees are covered under the policy. There was no complaint received from any employee during the financial year 2022- 23 and hence, no complaint is outstanding as on March 31, 2023 for redressal.

25. MATERIAL CHANGES

There was no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of report.

26. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There were no material orders passed by the regulators or court or tribunals impacting the going concern status and companys operations in future

27. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as ANNEXURE Ill to this Report.

28. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed in the Company Management Team.

Dated:06.09.2023
For and on behalf of the Board of Directors of VERA SYNTHETIC LIMITED
SD/-	SD/-
Sunil Makwana	Meera Sunil Makwana
Chairman & MD	Whole Time Director
DIN: 00245683	DIN:08277500