Vera Synthetic Ltd Directors Report.

To,

The Shareholders

VERA SYNTHETIC LIMITED

(Earstwhile known as Vera Synthetic Pvt. Ltd.)

Your Directors have pleasure in presenting the 19th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March 2019.

1. SUMMARY OF FINANCIAL RESULTS:

Particulars Current Year Previous Year
2018-19 2017-18
Total Revenue from operations 342,042,910 223,540,344
Total Expenditure 322,360,551 208,160,081
Profit / (Loss) Before Tax 19,682,359 15,380,264
Provision for Taxation
(1) Current Tax 5,515,104 4,546,580
(2) Deferred Tax 86,145 187,144
(3) Income-tax adj. of earlier years 74480 93,828
Profit / (Loss) after Tax 14,006,630 10,552,712
Earning Per Equity Share:
(1) Basic 2.84 2.93
(2) Diluted 2.84 2.93

The Operational Income of the Company has been increased to Rs 342,042,910.00/- compared to Rs 223,540,344.00/- in the previous year. Total Revenue has been increased from Rs. 223,540,344.00/- to Rs. 342,042,910.00/- Total expenditure has been increased from Rs. 208,160,081.00/- to Rs. 322,360,551.00/- Profit has been significantly increased from Rs.10,552,712.00/- to Rs. 14,006,630.00/- This year your company has performed remarkable profit compared to previous year.

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, 2019.

3. OPERATIONAL HIGHLIGHTS AND PROSPECTS:

This was a remarkable year for your Company as it has achieved highest ever turnover as well as profitability. During the year turnover has increased to Rs. 342,042,910.00 from Rs. 223,540,344.00 representing an increase of 53.014% over previous year.

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. 2018-19, changes in the capital structure of Company are as follows.

With vision of growth and development company has offered its 13,35,000 equity shares to public share holders at large by the way of Initial Public Offer.

Company Listed on NSE SME EMERGE platform on 12th April, 2018

6. MATERIAL CHANGES

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

a) Appointment of M/s. Nirav Patel & Co., Chartered Accountants, as a Statutory Auditors of the Company till the concusion of sixth AGM from the appointment.

b) Resignation of Mr. Nagin D. Makwana and appointment of Ms. Meera P. Gajera as a whole time director

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 risksand 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 Operationsrisk, Market risk, Government policy risk, Liquidity risk, and Systems risk. The Company has inplace adequate mitigation plans for the aforesaid risks. The Policy on Risk Management isavailable 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 information is not applicable.

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 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 following changes in the Directors and Key Managerial Personnel.

Appointment of Additional Director:

Ms. Meera P. Gajera (DIN: 08277500) as an Additional Director as on the Board w.e.f 26th October, 2018. Director will hold the office upto the next AGM

Ms. Meera P. Gajera was appointed as Whole Time Director in the Extra Ordinary General Meeting in the 19th November, 2018

Further, sub-section (13) of Section 149, provides that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Companies Act, 2013 shall apply to Additional Director. Hence, she will be held liable to retire by rotation at the AGM.

Resignation of Whole Time Director:

Mr. Nagin D. Makwana (DIN: 01833956) resigned from the office of Whole time directorship w.e.f 18th October, 2018. His resignation was accepted in the Board Meeting dated 26th October, 2018

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, 2019, 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 committe e in other Public Limited Company
1 Mr. Sunil D. Makwana Promoter, Chairman & Managing Director 00245683 07 YES NIL
2 Mr. Devjibhai P. Makwana Promoter Group & Executive Director 00359412 07 YES NIL
3 Mr. Dinesh M. Patel Non Executive& Independent Director 07931168 07 NO NIL
4 Mr. Ravi B. Adhiya Non Executive& Independent Director 07931175 07 NO NIL
5 Mrs. Divya H. Mehta Non Executive& Independent Director 07951990 07 NO NIL
6 Ms. Meera P Gajera Promoter Group & Whole time Director 08277500 02 NO 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, Meera P. Gajeraand Mr. Devjibhai P. Makwana are related to each other.

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.

6. Mr. Nagin D. Makwana (DIN: 01833956) resigned from the office of Whole time director ship w.e.f 18thOctober, 2018.His resignation was accepted in the Board Meeting dated 26th October, 2018

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. None of the independent directors are due for re-appointment.

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 annualperformance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and ComplianceCommittees.

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. Divyaben Mehta- Member
Mr. Dineshbhai Patel- Member
Mr. Sunil Makwana - Member
2 STAKEHOLDERS RELATIONSHIP COMMITTEE Mr. RavikumarAdhiya- Chairman
Mrs. Divyaben Mehta- Member
Ms. MeeraGajera Member
3 NOMINATION AND REMUNERATION COMMITTEE Mr. RavikumarAdhiya- Chairman
Mrs. Divyaben Mehta- Member
Mr. Dineshbhai Patel- Member

1. Audit Committee

The Board has accepted all recommendations of the Audit Committee made during the financial year 2018-19. During the year under review, the Audit Committee of the Company met 4 times viz May, 10,2018, August 23, 2018, November 13,2018 and February18, 2019.

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 04
2 Mrs. Divyaben Mehta 04
3 Mr. Dineshbhai Patel 04
4 Mr. Sunil Makwana 04

2. Stakeholders Relationship Committee

Note: 1) Ms. Meera P. Gajera, Whole Time Director was appointed as Member of Committee w.e.f November 19, 2018 in place of Mr. Nagin D. Makwana

During the year under review, the Stakeholder Relationship Committee of the Company met once on January 28, 2019. The detail ofattendance 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. Divyaben Mehta 01
3 Ms. MeeraGajera 01

3. Nomination and Remuneration Committee

During the year under review, the Nomination and Remuneration Committee of the Company met once on March 15, 2019. 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. RavikumarAdhiya 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 09.04.2018 Mr. Sunil D. Makwna
2 10.04.2018 Mr. Sunil D. Makwna
3 10.05.2018 Mr. Sunil D. Makwna
4 23.08.2018 Mr. Sunil D. Makwna
5 26.10.2018 Mr. Sunil D. Makwna
6 13.11.2018 Mr. Sunil D. Makwna
7 28.01.2019 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 29.09.2018 Annual General Meeting Shri Sunil D. Makwana
2 19.11.2018 Extra Ordinary 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 is furnished in ANNEXURE III and the same is enclosed to this Report.

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. Hence, the Board of Directors, vide its resolution passed on26thOctober, 2018 had appointed M/s. Nirav Patel & Co, Chartered Accountants as StatutoryAuditors of the Company for the five years.

As per provisions of section 139 of the Companies Act, 2013 the appointment of StatutoryAuditors, needs to beapproved and ratified by the members of the Company at a general meeting convened within a period of three months from the date of his appointment. Hence, appointment of M/s. Nirav Patel & Co, Chartered Accountants, as a statutory auditor, has been ratified in the Extra Ordinary General meeting dated 19th 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 2018-19 has been complied by the Secretaril Auditor M/s J. S. VIRANI & CO. (Company Secretaries) The Secretarial Audit Report for the financial year ended 31st March, 2019 is annexed herewith marked as Annexure-V 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 2018-19 has been complied by the Internal Auditor M/s. Raj Shah & Co. (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 offered its 13,35,000 equity shares to the 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 2018-19.

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 hasadopted an Anti-harassment Policy in line with the requirements of the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal ComplaintCommittee are set up to redress complaints received regularly and are monitored by women linesupervisors who directly report to the Chairman & Managing Director. All female employees arecovered under the policy. There was no complaint received from any employee during thefinancial year 2018- 19 and hence, no complaint is outstanding as on March 31, 2019 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 IV 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: 27.08.2019
For and on behalf of the Board of Directors of VERA SYNTHETIC LIMITED
SD/- SD/-
Sunil Makwana Meera Gajera
Chairman & MD Whole Time Director
DIN: 00245683 DIN: 08277500