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Directors Report of Synthiko Foils Ltd.
Mar 31, 2025
The Board of Directors ("Board") of Synthiko Foils Limited ("Company") with immense pleasure present
their 40th Board''s report on the business and operations of your Company for the financial year 2024-25.
This Report is being presented along with the audited financial statements for the financial year ended
March 31, 2025.
FINANCIAL HIGHLIGHTS
The financial summary on for the financial year ended March 31, 2025 and a comparison with the previous
financial year is as follows:
(Rs. in Thousand unless stated otherwiseâ
|
STANDALONE |
||
|
PARTICULARS |
Year ended |
Year ended |
|
31st March, 2025 |
31st March, 2024 |
|
|
Revenue from operations |
211598.39 |
258215.08 |
|
Other Income |
3.35 |
1,011.23 |
|
Total Income |
211601.74 |
259226.30 |
|
Expenditure |
208325.58 |
256215.12 |
|
Profit / (Loss) for the year Before Tax |
3276.16 |
3011.18 |
|
Less: Provision for Taxation |
864.88 |
833.68 |
|
Net Profit/(Loss) After tax |
2411.28 |
2177.50 |
The Financial Statements for the Financial Year ended March 31, 2025, forming part of this Annual Report,
have been prepared in accordance with Ind AS notified under Section 133 of the Companies Act, 2013
("the Act") and other relevant provisions of the Act.
NUMBER OF MEETINGS OF THE BOARD
The Company holds at least four Board Meetings in a year, one in each quarter. All the decisions and
urgent matters approved by way of circular resolutions are placed and noted at the subsequent Board
Meetings.
During the financial year under review, 7 (Seven) meetings of the Board were held on 30th May, 2024, 1st
July, 2024, 14th August, 2024, 27th August, 2024, 14th November, 2024, 6th February, 2025 and 14th
February, 2025.
STATE OF COMPANY''S AFFAIRS
During the year under review, the Company has achieved turnover of Rs. 211601.74 Thousand as against
the turnover of Rs. 259226.30 thousand in the previous financial year. After deducting total expenditure
aggregating to Rs. 208325.58 Thousand, the Company has earned profit after tax of Rs. 2411.28 Thousand
as against profit of Rs. 2177.50 Thousand of the previous financial year.
THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES
The Company has not transferred any amount to any reserves.
MATERIAL CHANGES AND COMMITMENTS
During the year under review, an Extra-Ordinary General Meeting (EGM) was held on 11th March, 2025,
wherein a Special Resolution was passed for the transfer of the manufacturing foils undertaking to Essef
Foils And Packaging Private Limited. This transfer was carried out in accordance with the provisions of
Regulation 37A and other applicable provisions of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations, 2015"), as well as
Section 180(1)(a) and other relevant provisions of the Companies Act, 2013, along with applicable rules
and regulations framed thereunder (including any statutory modification(s), re-enactment(s), or
amendment(s) in force at the time).
Further, on 2nd May, 2025, the Promoters of the Company executed a Share Transfer Agreement with
Mr. Abhishek Narbaria and Mr. Umesh Kumar Sahay for the transfer of 9,09,703 equity shares,
representing 52.28% of the total equity and voting capital of the Company. Pursuant to this transaction,
an Open Offer is being made by the Acquirers in accordance with Regulations 3(1) and 3(4) of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended ("SEBI (SAST)
Regulations").
The Draft Letter of Offer and Letter of Offer are being filed by the Acquirers with the Stock Exchange and
SEBI, and the Draft Letter of Offer has been approved by SEBI on 28th August, 2025.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans, Investments and Guarantees, covered under the provisions of Section 186 of the Act
are given in the note no. 5 and 9 of the Financial Statements.
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key
business objectives and thus in pursuance of the same it has formulated a Risk Management Policy.
Major risks identified by the businesses and functions are systematically addressed and also discussed at
the meetings of the Audit Committee and the Board of Directors of the Company.
The Company''s internal control systems are commensurate with the nature of its business and the size
and complexity of its operations. Significant audit observations and follow up actions thereon are reported
to the Audit Committee.
In the opinion of the Board, there are no elements of risks threatening the existence of the Company.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business carried on by the Company during the financial year ended
on March 31, 2025.
CAPITAL STRUCTURE
Authorized Share Capital
The authorized share capital of the Company as of March 31, 2025, stood at Rs. 1,00,00,000 (Rupees One
Crores only), divided into 20,00,000 (Twenty Lakhs) equity shares of Rs. 5 (Rupees five only) each.
Paid-up Share Capital
The paid-up share capital of the Company as of March 31, 2025, stood at Rs. 87,00,000 (Rupees Eighty
Seven Lakhs only), divided into 17,40,000 (Sventeen Lakhs Fourty Thousand) equity shares of Rs. 5 (Rupees
Two only) each.
SHARE WARRANTS
As on March 31, 2025, there were no outstanding share warrants of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNELS
The Composition of Board as on March 31, 2025, was as under:
|
Name of the Director |
Category of Directorship in the Company |
|
Mr. Ramesh Dadhia |
Managing Director & CFO |
|
Mr. Bhavesh Dadhia |
Whole-Time Director & CEO |
|
Mrs. Sheetal Dadhia |
Non-Executive Women Director |
|
Mr. Nirav Shah |
Independent Non-Executive Director |
|
Mrs. Mamta Lasod |
Company Secretary & Compliance Officer. |
There were following changes in the Composition of Directorship from the closure of financial year and
up to the date of this report.
Mr. Nirav Paresh Shah (DIN: 10570698) resigned as Non-Executive Independent Director w.e.f 8th August,
2025 due to personal reasons.
Mrs. Sheetal Dadhia (DIN:07144050) Non-Executive Women Director resigned w.e.f 8th August, 2025 due
to_ personal reasons.
Mr. Sunil Dhoot, Company Secretary & Compliance Officer of the Company, resigned with effect from
10th April, 2024.
Subsequently, the Board of Directors in its meeting held on 1st July, 2024, appointed Mrs. Mamta Lasod
as the Company Secretary & Compliance Officer with effect from the same date.
However, Mrs. Mamta Lasod has tendered her resignation and ceased to be the Company Secretary &
Compliance Officer of the Company with effect from 8th August, 2025.
The Board of Directors, at its meeting held on 18th June, 2025, appointed Mr. Tarun Dinesh Awal (DIN:
01425732) and Mrs. Gayathri Srinivasan Iyer (DIN: 09054785) as Additional Independent Directors of the
Company with effect from the same date. They shall hold office up to the date of the ensuing Annual
General Meeting or the last date on which the Annual General Meeting for the financial year 2024-2025
is required to be held, whichever is earlier. Both appointees are eligible for appointment under the
relevant provisions of the Companies Act, 2013. It is proposed to regularise their appointment as
Independent Directors of the Company for a term of five (5) consecutive years commencing from 18th
June, 2025, at the forthcoming Annual General Meeting.
Further, the Board also appointed Mr. Umesh Kumar Sahay (DIN: 01733060) and Mr. Nikhil Dilipbhai Bhuta
(DIN: 02111646) as Additional Non-Executive, Non-Independent Directors of the Company with effect
from 18th June, 2025. They too shall hold office up to the date of the ensuing Annual General Meeting or
the last date on which the Annual General Meeting for the financial year 2024-2025 is required to be
held, whichever is earlier. Being eligible under the applicable provisions of the Companies Act, 2013, it is
proposed to regularise their appointment as Non-Executive Directors of the Company with effect from
18th June, 2025, at the forthcoming Annual General Meeting.
The Board of Directors, at its meeting held on 18th June, 2025, appointed Mr. Abhishek Narbaria (DIN:
01873087) as an Additional Executive Director of the Company with effect from the same date. He shall
hold office up to the date of the ensuing Annual General Meeting or the last date on which the Annual
General Meeting for the financial year 2024-2025 is required to be held, whichever is earlier. Mr. Narbaria
is eligible for appointment under the applicable provisions of the Companies Act, 2013, and it is proposed
to regularise his appointment as the Managing Director of the Company for a term of five (5) years
commencing from 18th June, 2025, at the forthcoming Annual General Meeting.
Mr. Ramesh Dadhia (DIN: 00726044) Managing Director and Chief Financial Officer of the Company vide
resignation letter dated August 30, 2025 had resigned with effect from the closure of business hours on
August 30, 2025 due to change in control and open offer approval by Securities and Exchange Board of
India (SEBI).
Mr. Bhavesh Ramesh Dadhia (DIN: 00726076) Whole-Time Director and Chief Executive Officer of the
Company vide resignation letter dated August 30, 2025 had resigned with effect from the closure of
business hours on August 30, 2025 due to change in control and open offer approval by Securities and
Exchange Board of India (SEBI).
In the opinion of the Board, all the directors possess the requisite qualifications, experience, expertise,
proficiency and hold high standards of integrity. Further, all the Directors of the Company have also given
declaration that they are not disqualified from holding the office of Director by virtue of any SEBI Order
or any other such authority.
DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the Act, read with the
Companies (Acceptance of Deposits) Rules, 2014 and, as such, no amount of principal or interest on public
deposits was outstanding as of the Balance Sheet date.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE
During the year under review, no significant and material orders have been passed by the regulators or
courts or tribunals impacting the going concern status and company''s operations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has put in place adequate internal financial controls with reference to Financial Statements.
It has laid down certain guidelines, policies, processes and structures which are commensurate with the
nature, size, complexity of operations and the business processes followed by the Company. These
controls enable and ensure the systematic and efficient conduct of the Company''s business, protection of
assets, prevention and detection of frauds and errors and the accuracy and completeness of the
accounting and financial records. During the year, such controls were tested and no reportable material
weakness in the design or operation was observed.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
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.
During the period under review, no complaints were received from employees in this regard.
|
Particulars |
Details |
|
Number of complaints of sexual harassment received in the year |
NIL |
|
Number of complaints disposed off during the year |
NIL |
|
Number of cases pending for more than ninety days |
NIL |
A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING
TO THE MATERNITY BENEFITS ACT, 1961
The Company affirms that it is fully compliant with the provisions of the Maternity Benefit Act, 1961,
including all applicable amendments thereof.
During the financial year ended March 31, 2025, the provisions of the Act were applicable to the Company;
however, no instances arose wherein maternity benefits were availed by any woman employee of the
Company as the Company does not have any female Employee.
The Company remains committed to providing a safe, inclusive, and supportive work environment for all
employees, in line with applicable laws and best practices.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR
There were no proceedings, either filed by the Company or against the Company, pending under the
Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other courts as
on March 31, 2025.
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
There was no instance of one-time settlement with any Bank or Financial Institution, during the year under
review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The Company has not entered into any related party transactions as provided in sub-section (1) of section
188 of the Companies Act, 2013 which are not in its ordinary course of business or not on arm''s length
basis.
Hence, in accordance with proviso four of sub-section (1) of section 188 of the Companies Act, 2013, the
sub-section (1) of section 188 of the Companies Act, 2013 is not applicable to our Company.
The policy on Related Party Transactions is uploaded on the Company''s website i.e.
www.synthikofoilsltd.com
DIVIDEND
The Board of Directors of the Company, keeping in view the current financial position, has decided not to
recommend any dividend for the Financial Year ended March 31, 2025.
ANNUAL RETURN
In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration)
Rules, 2014, the draft Annual Return of the Company is available on the Company''s website
www.synthikofoilsltd.com
PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES
The relations between Company and its employees being cordial and no instance of any Industrial Dispute
reported during the year 2024-25. 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.
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 particulars
of remuneration have been provided in Annexure-I, 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.
The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary
during the financial year 2024-25, ratio of the remuneration of each Director to the median remuneration
of the employees of the Company for the financial year 2024-25 and the comparison of remuneration of
each Key Managerial Personnel (KMP) against the performance of the Company are mentioned in
Annexure I.
AUDITORS
Statutory Auditor
Pursuant to the provisions of Section 139 of the Act the members at the 37th (Thirty-Seven) Annual General
Meeting (''AGM''), appointed M/s. S C Mehra & Associates, Chartered Accountants, having FRN 106156W
as Statutory Auditors of the Company to hold office for their first term of 3 (Three) consecutive years
commencing from the conclusion of 37th (Thirty-Seven) AGM till the conclusion ensuing AGM to be held
in the financial year 2025.
It is proposed to appoint M/s. Mehra Goel and Company, Chartered Accountants (Firm Registration No.
000517N), Delhi, as the Statutory Auditors of the Company for a term of five years from the conclusion of
the 40th Annual General Meeting till the conclusion of the 45th Annual General Meeting of the Company
to be held in year 2030.
Secretarial Auditor
M/s HSPN & Associates LLP, Company Secretaries, were appointed to conduct the Secretarial Audit of
the Company for the Financial Year 2024-25, as required under Section 204 of the Act and Rules framed
thereunder. The Secretarial Audit Report for the Financial Year 2024-25 forms part of this report as
Annexure-II.
EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE BY STATUTORY AUDITOR IN ITS REPORT
The Statutory Auditors'' Report for the financial year ended March 31, 2025 does not contain any
qualification, reservation, or adverse remark. The report is enclosed with the financial statements in the
Integrated Annual Report.
EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE BY COMPANY SECRETARY IN PRACTICE IN ITS SECRETARIAL AUDIT
REPORT
Point-wise explanation or comment on qualification, reservation or adverse remark or disclaimer made
by the Secretarial Auditor in its report is as follows:
|
Observation |
Explanation |
|
The Composition of Audit |
Response to Observation: We acknowledge the remark Action taken: Company has appointed required number of |
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the period under review, none of the auditors, viz. Statutory Auditors and Secretarial Auditors have
reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed by
or against the Company by its officers or employees, the details of which would require the disclosure in
the Board''s Report.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received the necessary declaration from each Independent Directors under Section
149(7) of the Act, that he/ she meets the criteria of independence as laid down under Section 149(6) of
the Act and under the Listing Regulations.
The Company has received requisite declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act read
with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation
16(1)(b) of the SEBI Listing Regulations.
Further, the Board members are satisfied with regard to integrity, expertise, experience and proficiency
of the Independent Directors of the Company.
The Board has taken on record the declarations and confirmations submitted by the Independent
Directors after undertaking due assessment of the veracity of the same.
VIGIL MECHANISM AND WHISTLE-BLOWER POLICY
The Company has formulated an effective Whistle Blower Mechanism and a policy that lays down the
process for raising concerns about unethical behavior, actual or suspected fraud or violation of the
Company''s Code of Ethics & Conduct.
Your Company hereby affirms that no Director/Employee has been denied access to the Chairperson of
the Audit Committee. Further, no complaint was received through the said mechanism during the year
under review.
The copy of Vigil Mechanism/Whistle Blower Policy is hosted on the website of the Company-
www.synthikofoilsltd.com
COMPLIANCE OF THE SECRETARIAL STANDARDS
During the period under review, the Company has complied with the applicable provisions of Secretarial
Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2) issued by the
Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs in terms of the
provisions of Section 118 of the Act.
POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION
The Board has adopted the Nomination and Remuneration Policy of the Company pursuant to the
provisions of Section 178(3) of the Act and the Listing Regulations. The Policy includes laying down criteria
for identifying persons who are qualified to become Directors, Key Managerial Personnel (''KMP''), Senior
Management Personnel and Other Employees of the Company, laying down criteria to carry out
evaluation of every Director''s performance, determining the composition and level of remuneration,
including reward linked with the performance, which is reasonable and sufficient to attract, retain and
motivate Directors, KMPs, Senior Management Personnel and Other Employees to work towards the long
term growth and success of the Company.
The Nomination and Remuneration Policy of the Company is available on the Company''s website -
www.synthikofoilsltd.com
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
CONSERVATION OF ENERGY:
The Company has implemented system of optimum of Energy and its conservation. The old machineries
were timely replaced with new machineries to get optimum productions and wastage of power and to get
the optimum ratio for inputs.
RESEARCH AND DEVELOPMENT (R&D):
The Company''s core strategy for Research and Developments pertains to the Research of new designs
with added values to serve the consumers with the requirements. The products research is conducted in
phased manner during the year to introduce new designs and product ranges for betterment of the
consumer market. The expenditure towards Research and Developments were not significant to report.
FUTURE PLANS FOR RESEARCH AND DEVELOPMENTS:
The activities of research and Developments are on ongoing process where the production patterns and
products designs need updation from time to time to sustain in the competitive market. The future plan
for Research and Development of new product applications with the variety range of innovation in design.
TECHNOLOGY ABSORPTION:
The production technologies of the company pertain to heat and press lamination wherein heat is applied
to the surface of aluminum foil for lamination with LDPE. The other product is coating and printing
wherein resin coating is done on aluminum foil and printing is done as per customer''s design. The
technology applied is in line with current industry practices. The technological updation is an integral part
of the business to get better products.
Foreign exchange earnings and Outgo-
With regard to foreign exchange earnings and outgo for the current year 2024-25 the position is as under:
|
Particulars |
Financial year ended |
|
|
31 March 2025 |
31 March 2024 |
|
|
Income in foreign currency |
NIL |
NIL |
|
Expenditure in foreign currency |
NIL |
435.17 |
CORPORATE SOCIAL RESPONSIBILITY (CSR)
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.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company; hence, provisions of
section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements
are not applicable.
OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE
INDEPENDENT DIRECTOR
In the opinion of the Board, all the Independent Directors, including Independent Directors appointed
during the year, if any, are persons of integrity and have expertise and experience in relevant field.
Further, all the independent directors have cleared proficiency self-assessment test conducted by the
Indian Institute of Corporate Affairs.
ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
The Board has adopted a formal mechanism for evaluating its performance and as well as of its
committees and individual Directors, including the Chairperson of the Board. The detailed process of
annual evaluation of the performance of the Board, its chairperson, its committees and of individual
Directors has been made available in the Corporate Governance Report forming an integral part of this
Board''s Report.
MAINTAINANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the Central Government under sub¬
section (1) of section 148 of the Companies Act, 2013.
COMMITTEES OF THE BOARD
The Board of Directors have constituted the following committees,
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
DISCLOSURE OF COMPOSITIONOF COMMITTEES:
a. Audit Committee comprises of following members
|
Mr. Nirav Shah |
Chairman |
|
Mr.Ramesh Dadhia |
Member |
|
Mr. Bhavesh Dadhia |
Member |
b. Nomination and Remuneration Committee comprises of following members:
|
Mr. Nirav Shah |
Chairman |
|
Mrs. Sheetal Dadhia |
Member |
|
Mr. Bhavesh Dadhia |
Member |
c. Stakeholders Relationship Committee comprises of following members:
|
Mr. Nirav Shah |
Chairman |
|
Mr.Ramesh Dadhia |
Member |
|
Mr. Bhavesh Dadhia |
Member |
MEETING OF COMMITTEES OF BOARD
|
AUDIT COMMITTEE |
(i) |
30th May, 2024 |
|
(ii) |
14th August, 2024 |
|
|
(iii) |
14th November, 2024 |
|
|
(iv) |
14th February, 2025 |
|
|
NOMINATION AND REMUNERATION COMMITTEE |
(i) |
1st July, 2024 |
|
STAKEHOLDER RELATIONSHIP COMMITTEE |
(i) |
14th February, 2025 |
|
INDEPENDENT DIRECTOR''S MEETING |
(i) |
14th February, 2025 |
DIRECTOR''S RESPONSIBILITY STATEMENT
In accordance with the provisions of sub-section (5) of section 134 of the Companies Act, 2013 the Board
hereby state that-
(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 counting
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;
(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; 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 GOVERNANCE REPORT
As per Regulation 15(2) of SEBI Listing Regulations compliance with the Corporate Governance provisions
as specified in regulation 17 to 27 and clause (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and
Para C, D, and E of Schedule V shall not apply to the Company having Paid up Equity Share Capital not
exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous
financial year. The Company is covered under the exception given under Regulation 15(2) of SEBI Listing
Regulations therefore Company is not required to comply with the said provisions.
DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT
Commitment to ethical and professional conduct is fundamental for all employees of the Company,
including the Board of Directors and Senior Management Personnel. This Code of Conduct is designed to
provide a framework for ethical decision-making and to guide professional behaviour across all levels of
the organization.
The Code emphasizes that every individual must be fully aware of, and comply with, applicable laws and
regulations, uphold the highest standards of integrity, express professional opinions responsibly, and
maintain corporate discipline at all times. Furthermore, the duties and responsibilities of Directors,
including those prescribed for Independent Directors under the Companies Act, 2013, are an integral part
of this Code.
All members of the Board and Senior Management Personnel are required to affirm their compliance with
the Code of Conduct on an annual basis.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis pursuant to Part B of Schedule V of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as
Annexure-III and forms part of the Annual Report.
ACKNOWLEDGEMENTS
Your directors would like to express their sincere appreciation to its Members, financial institutions,
bankers and business associates, Government authorities, customers and vendors for their co- operation
and support and looks forward to their continued support in future. Your directors also place on record,
their deep sense of appreciation for the committed services by the employees of the Company.
On Behalf of the Board of Directors
For Synthiko Foils Limited
Sd/- Sd/-
Abhishek Narbaria Umesh Kumar Sahay
Managing Director Director
(DIN:01873087) (DIN:01733060)
Date: September 4, 2025
Place: Pune
Mar 31, 2024
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, 2024.
|
(Fi |
gures in 000.) |
|
|
Particulars |
For the year |
For the year |
|
ended on 31st |
ended on 31st |
|
|
March, 2024 |
March, 2024 |
|
|
Total Income |
259226.30 |
2,56,593.40 |
|
Profit before Depreciation and Tax |
4550.7 |
4386.10 |
|
Less: Depreciation |
1539.5 |
2108.60 |
|
Tax Expenses |
833.70 |
621.00 |
|
Net Profit for the year |
2177.50 |
1656.50 |
|
Add. Profit & Loss A/c Bal of Previous year |
NIL |
NIL |
|
Appropriations: |
NIL |
NIL |
|
Proposed Dividend |
NIL |
NIL |
|
Dividend Distribution NIL - on Proposed Dividend |
NIL |
NIL |
|
Transfer to General Reserve |
NIL |
NIL |
|
Balance c/d to Balance Sheet as at 31.03.2024. |
2177.50 |
1656.50 |
2. STATEMENT OF COMPANY''S AFFAIRS:
The year 2023-2024 was optimistic year for the company''s operations. During the year the Income from operations increased from last year''s revenue of Rs 25,64,92,700 to Rs 25,82,15,100. The profit after tax is Rs. 21,77,500 and its increased by 31.46% from the figures of the last year''s Profit after Tax of Rs. 16,56,500.
In order to conserve resources, your directors do not recommend any dividend for the Financial Year ended on 31st March, 2024.
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 202 3-24. 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.
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.
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.
During the year under review, Mr.Dilip Dharampal Punjabi (DIN:00725991) cease to be Non-Executive Independent Director of the Company due to Completion of Two terms of 5 consecutive years as Independent Director of the Company.
Mr. Nirav Paresh Shah (DIN: 10570698) was appointed as an additional director and also as an Independent Director of the Company w.e.f. 1st April, 2024, and who holds office upto the date of this Annual General Meeting or the last date on which the Annual General Meeting for Financial Year 2023 - 2024 should have been held, whichever is earlier and who is eligible for appointment under the relevant provisions of the Companies Act, 2013 and it is proposed to regularise his appointment as an Independent Director of the Company to hold office for the period of 5 (five) years w.e.f. 1st April, 2024, at the ensuing Annual General Meeting of the Company.
Mr. Sunil Dhoot Company Secretary & Compliance Officer of the Company resigned w.e.f 10th April, 2024. While Board in its meeting held on 1st July, 2024 appointed Mrs. Mamta Lasod as Company Secretary & Compliance Officer of the Company w.e.f 1st July, 2024.
Pursuant to the provisions of Section 92(3) of Companies Act, 2013 the Annual Return for FY 2023-24 is available on company''s website. www.synthikofoilsltd.com
15. NUMBER OF MEETINGS OF THE BOARD:
Five (5) Board Meetings were held during the year 2023-24 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, 2024, 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, 2024 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, 2024.
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 2023-24 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 toSection 188 (1) of Companies Act, 2013.
The related party transactions were at arm''s 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 Company''s website- www.synthikofoilsltd.com.
22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIALPOSITION 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.
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 2023-24.
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.
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 2023-2024 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company''s policies and ensure statutory and other compliance through, periodical checks and internal audit.
26. SECRETARIAL AUDITOR''S 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 2023-24 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 Director''s 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 Company''s Board has the following committees:
1. Audit Committee.
2. Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee).
3. Nomination and remuneration Committee.
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 Company''s Code of Conduct or Ethics Policy. The detailed Vigil Mechanism Policy is available at Company''s 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, 2024 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 2023-2024.
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.
The Equity Shares of the Company as listed on BSE Limited.
The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable
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 COMPANY''S 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 company''s 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 Longterm value for shareholders.
Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s 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 Company''s 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.
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.
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 30th Annual Report
together with the Audited Financial Statements on standalone basis for
the year ended on 31st March, 2015.
1. FINANCIAL RESULTS:
(Standalone basis)
(Figures in Rs.)
Particulars For the For the
year ended year ended
on 31st on 31st
March,2015 March,2014
Total Income 21,20,43,985 18,68,40,418
Profit before Depreciation 73,27,093 61,45,760
and Tax
Less : Depreciation 20,80,658 17,25,842
Tax Expenses 7,73,049 13,92,963
Net Profit for the year 44,73,386 30,26,955
Add. Profit & Loss A/c Bal NIL NIL
of Previous year
Appropriations:
Proposed Dividend NIL NIL
Dividend Distribution Tax - N.A. N.A.
on Proposed Dividend
Transfer to General Reserve NIL NIL
Balance c/fd to Balance Sheet 44,73,386 30,26,955
as at 31.03.2015.
2. STATEMENT OF COMPANY'S AFFAIRS:
The year 2014-2015 was optimistic year for the company's operations
with rising trends. The revenue from the operation reached to during
the year the net income from operations increased marginally from last
year's revenue Rs. 18, 42, 02,998 to 20, 69, 41,194. The profit after
tax reported was Rs. 44, 73,386 increased by 47% from the figures of
the last year's Profit after Tax of Rs. 30, 26,955.
3. DIVIDEND:
In the view of the financial position of the company, The Board
directors do not recommended any dividend for the Financial Year ended
on 31st March, 2015.
4. TRANSFER TO RESERVES:
The Company has not transferred an amount to any reserve.
5. 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 2014-15.
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. The required
disclosures with respect to Remuneration and other details of employees
are available at the registered office of the company during working
hours:
6. SUBSIDIARY COMPANY:
Since the Company has no subsidiary, provisions of Section 129(3) of
the act does not apply to the Company.
7. DEPOSITS:
During the Financial Year 2014-15 The Company has not accepted any
public deposit covered under Section 76 of the Companies Act, 2013.
8. 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
9. BOARD OF DIRECTORS:
During the year 2014-15 Mrs Sheetal Bhavesh Dadhia (Holding
DIN-07144050) is appointed as an Additional Director/Woman Director of
the Company w.e.f. 30th March 2015Subject to approval of Shareholder in
30th Annual General Meeting.
At the ensuing 30thAnnual General Meeting of the Company the Directors
Mr. Bhavesh Ramesh Dadhia (Having DIN 00726076) is liable to retire by
rotation and being eligible offers themselves for re-appointment. Board
recommends their re-appointment to the members for consideration in the
ensuing 30thAnnual General Meeting.
10. EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return in Form MGT - 9 pursuant to Section 92 (3)
of the Companies Act, 2013 and rule 12 (1) of Companies (Management and
Administration) , Rules 2014 are as per Annexure - II to this Report.
11. NUMBER OF MEETINGS OF THE BOARD:
Five Board Meetings were held during the year 2014-15 pursuant to
Section 173 (1) of Companies Act, 2013 on 31st May, 2014, 14th August,
2014, 13th November, 2014 and 14th February, 2015 and 30thMarch 2015.
The further details regarding Board Meetings are given in the Board of
Directors Section of Corporate Governance Report annexed to this
Report.
12. 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, 2015, 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 judgements 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, 2015 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.
13. COMMENTS ON AUDIT REPORTS:
There are no qualification, reservation or adverse remark or disclaimer
made by M/s Arvind & Co Chartered Accountants and by M/s. HS
Associates, Company Secretary in Practice in his secretarial audit
report for the year ended on 31st March, 2015.
The Statutory Auditors have not reported any incident of fraud to the
Audit Committee of the Company in the year under review.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
As on 31st March, 2015 there was no outstanding balance or transactions
with respect to the Mutual Fund Investments. Also the Company has not
given loans or Guarantees covered under Section 186 of Companies Act,
2013.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year 2014-15 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 arm's 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 - IV to this Report. The policy on Related Party Transactions
is available on Company's website- www.synthikofoilsltd.com
16. 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.
17. 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.
On Account of one independent director on the board the company is in
process of to appoint another independent director for the year
2015-2016.Also the performance of Committees of the Board were reviewed
by the same and forthwith the evaluated performance of Board,Individual
Directors and Committees were found to be satisfactory as during the
year 2014-15.
18. CORPORATE GOVERNANCE REPORT & MANAGEMENT DISCUSSION AND ANALYSIS
STATEMENT:
As the Corporate Governance of listing Agreement is voluntary adopted
by company on the view of good corporate practices and for the same
Report on Corporate Governance is also prepared along with necessary
certificates and Statement of Management Discussion and Analysis are
annexed to this report as Annexure - III.
19. STATUTORY AUDITORS:
The Statutory Auditors of the Company M/s Arvind & Company (Membership
No: 36700) hold office until the conclusion of forthcoming 30thAnnual
General Meeting of the Company and are eligible for re-appointment. The
Board has received necessary Certificate from Statutory Auditors and
the Audit Committee has recommended their re-appointment. Hence the
Board hereby recommend to the members the re-appointment of Statutory
Auditors till the conclusion of 32nd Annual General Meeting of the
Company subject to the ratification of appointment by the members at
respective Annual General Meetings.
20. INTERNAL AUDITORS:
As per section 138 of the Companies Act, 2013. The Company has
appointed Mr. Santosh Shah as the internal auditors for the financial
year to 2015-2016 to conduct the internal audit and to ensure adequacy
of the Internal controls, adherence to Company's policies and ensure
statutory and other compliance through, periodical checks and internal
audit.
21. SECRETARIAL AUDITOR REPORT:
The Secretarial Audit Report of M/s HS Associates, Company Secretaries
for the year ended on 31st March, 2015 states that the Composition of
Board of directors of the company is in process of reconstitution in
view to comply with. The Board has re-appointed HS Associates, Company
Secretaries as the Secretarial Auditors of the Company for the
Secretarial Audit of the financial year ended on 31st March, 2016.
22. COMMITTEES OF THE BOARD:
The Board has constituted necessary Committees pursuant to the
provisions of required applicable laws and acts, rules framed there
under and Listing Agreement with Stock Exchanges. The required
Committees of the Board are being duly constituted by taking necessary
efforts as on view of good corporate practice. The details about
Committees and Schedules of Meetings are being provided as an part of
annual report and such Committees are appointed by abiding the required
meetings among the Board of Directors of the Company.
23. 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 behaviour, actual or suspected fraud, or violations of
Company's Code of Conduct or Ethics Policy. The detailed Vigil
Mechanism Policy is available at Company's Website: www.
synthikofoilsltd.com.
24. 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, 2015 and the Internal
Financial Controls are operating effectively.
25. 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.
26. 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.
For and on behalf of the Board
Ramesh Dadhia
Date: 14/08/2015 (DIN 00726044)
Mumbai Managing Director
Mar 31, 2014
The Members,
Synthiko Foils Limited
The Directors have great pleasure in presenting 29th Annual Report
along with the Audited Balance sheet and Profit and Loss Account for
the year ended March 31, 2014.
1. Financial results:
Particulars Year ended on
31-03-2014 Year ended on
31-03-2013
Amount in Rs. Amount in Rs.
Total Income 186,840,418 133,098,242
Depreciation 1,725,842 1,644,443
Net Profit/(Loss) before Tax 4,419,918 2,402,417
Less: Provision for Taxation 1,392,963 738,868
Net Profit/(Loss) after Tax 3,026,955 1,663,550
2. Performance review:
In the current financial year, your Company reported Turnover of Rs.
184,202,998/- (Rupees Eighteen crore forty two lakh two thousand nine
hundred and ninety eight only) as against Rs. 127,987,647/- (Rupees
twelve crore seventy nine lakh eighty seven thousand six hundred and
forty seven only) in the financial year 2012-13. After making necessary
provisions, the net profit after tax for the financial year 2013-14
stood at Rs. 3,026,955 (Rupees thirty lakh twenty six thousand nine
hundred and fifty five only) as against Rs. 1,663,550/- (Rupees sixteen
lakh sixty three thousand five hundred and fifty only) in the financial
year 2012-13.
3. Dividend:
In view of financial position of the Company, your Directors do not
recommend any dividend for the year 2013- 2014.
4. Directors:
Mr. Dilip D. Punjabi, Director of the Company, retires by rotation and
being eligible offered himself for re- appointment. The Members are
requested to re-appoint him in the ensuing Annual General Meeting.
5. Fixed deposits:
The Company has not accepted public deposits within the meaning of
section 58A of the Companies Act, 1956 and rules framed there under.
6. Subsidiaries:
Since the Company has no subsidiary, provisions of section 212 of the
Companies Act, 1956 does not apply to the Company.
7. Auditors:
M/s. Arvind & Company, Chartered Accountants, and statutory auditors of
your company hold office until the conclusion of the forthcoming Annual
General Meeting and have signified their willingness to be re-appointed
and have further confirmed that their appointment if made shall be
within the limits specified under Section 224 (1B) of the Companies
Act, 1956.
In view of the above members are requested to re-appoint M/s. Arvind &
Company as statutory auditors from the conclusion of ensuing Annual
General Meeting till the conclusion of next Annual General Meeting.
8. Auditors'' report:
The Auditors'' Report states that the company has given guarantee for
loans taken by firm in which company is a partner from banks.
9. Particulars of employees:
There were no employees who were in receipt of the remuneration in
excess of the limits as set out in the provisions of section 217(2A) of
the Companies Act, 1956 and rules made thereunder.
10. Particulars of conservation of energy technology absorption:
Further, the details of total energy consumption and energy consumption
per unit of production in the prescribed format under Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 is enclosed as Annexure A to this report.
12. Corporate governance report:
The Report on Corporate Governance and management Discussion and
Analysis are annexed to this report as Annexure - II and III
respectively.
13. Compliance certificate:
Compliance Certificate as required under Section 383A of the Companies
Act, 1956 prepared and issued by HS Associates, Company Secretaries in
Practice is annexed to this report as Annexure B.
14. Directors responsibility statement:
The Board of Directors hereby confirms:
i. That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
ii. That 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 and of the
Profit or Loss of the Company for that period.
iii. That the Directors have taken proper and sufficient care for the
maintenances of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv. That the Directors have prepared the Annual accounts on a going
concern basis.
15. Stock exchange requirements:
Being listed at BSE Limited, your company has paid listing fees till
March, 2015.
16. Acknowledgement:
Your Directors take this opportunity to place on record, gratitude for
corporation and support received from their Banker, various departments
and agencies of Central and State Government and dedication and
commitment of the staff at all levels.
For and on behalf of the Board
Sd/-
Date: August 14, 2014 Ramesh Dadhia
Place: Jawhar Managing Director
Mar 31, 2013
To, The Members of Synthiko Foils Limited
The Directors have great pleasure in presenting 28th Annual Report
along with the Audited Balance sheet and Profit and Loss Account for
the year ended March 31, 2013.
1. Financial results:
Particulars Year ended on Year ended on
31-03-2013 31-03-2012
Amount in Rs. Amount in Rs.
Total Income 133,098,242 136,200,881
Depreciation 1,644,443 1,459,196
Net Profit/(Loss] before Tax 2,402,417 3,895,001
Less: Provision for Taxation 738,868 1,005,054
Net Profit/(Loss] after Tax 1,663,550 2,889,947
2. Performance review:
In the current financial year, your Company reported Turnover of Rs.
127,987,647/- (Rupees twelve crore seventy nine lacs eighty seven
thousand six hundred and forty seven only) as against Rs. 129,256,894/-
(Rupees twelve crore ninety two lacs fifty six thousand eight hundred
and ninety four only) in the financial year 2011-12. Due to decline in
sales, your Company reported lower profit in comparison to the previous
year. After making necessary provisions, the net profit after tax for
the financial year 2012-13 stood at Rs. 1,663,550 (Rupees sixteen lacs
sixty three thousand five hundred and fifty only) as against Rs.
2,889,947/- (Rupees twenty eight lacs eighty nine thousand nine hundred
forty seven only) in the financial year 2011-12.
3. Dividend:
In view of financial position of the Company, your Directors do not
recommend any dividend for the year 2012-2013.
4. Directors:
Mr. Dilip D. Punjabi, Director of the Company, retires by rotation and
being eligible offered himself for re-appointment. The Members are
requested to re-appoint him in the ensuing Annual General Meeting.
5. Fixed deposits:
The Company has not accepted public deposits within the meaning of
section 58A of the Companies Act, 1956 and rules framed there under.
6. Subsidiaries:
Since the Company has no subsidiary, provisions of section 212 of the
Companies Act, 1956 does not apply to the Company.
7. Auditors:
M/s. Arvind & Company, Chartered Accountants, and statutory auditors of
your company hold office until the conclusion of the forthcoming Annual
General Meeting and have signified their willingness to be re-appointed
and have further confirmed that their appointment if made shall be
within the limits specified under Section 224 (IB) of the Companies
Act, 1956.
In view of the above members are requested to re-appoint M/s. Arvind &
Company as statutory auditors from the conclusion of ensuing Annual
General Meeting till the conclusion of next Annual General Meeting.
8. Auditors'' report:
The Auditors'' Report states that the company has given guarantee for
loans taken by firm in which company is a partner from banks.
9. Particulars of employees:
There were no- employees who were in receipt of the remuneration in
excess of the limits as set out in the provisions of section 217(2A) of
the Companies Act, 1956 and rules made thereunder.
10. Particulars of conservation of energy technology absorption:
Further, the details of total energy consumption and energy consumption
per unit of production in the prescribed format under Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 is enclosed as Annexure A to this report.
11. Foreign exchange earnings and outgoings:
The details of the foreign exchange transactions are given below:
(In Rupees)
Particulars 2012-2013 2011-2012
Total Foreign Exchange Earned 4,881,000 NIL
Total Foreign Exchange Used 62,952,000 45,936,000
12. Corporate governance report:
The corporate governance code is mandatory for the listed company
having paid-up capital of Rs. 3,00,00,000/- (Rupees Three Crores) or
more. Since the paid up capital of the Company as on March 31, 2013 is
Rs. 85,71,000/- (Rupees Eighty Five Lacs Seventy One Thousand only)
i.e. below the aforesaid limit, the Corporate Governance code is not
mandatory to the Company.
13. Compliance certificate:
Compliance Certificate as required under Section 383A of the Companies
Act, 1956 prepared and issued by HS Associates, Company Secretaries in
Practice is annexed to this report as Annexure B.
14. Directors responsibility statement:
The Board of Directors hereby confirms:
i. That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
ii. That 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 and of the
Profit or Loss of the Company for that period.
iii. That the Directors have taken proper and sufficient care for the
maintenances of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv. That the Directors have prepared the Annual accounts on a going
concern basis.
15. Stock exchange requirements:
Being listed at BSE Limited, your company has paid listing fees till
March, 2014.
16. Acknowledgement:
Your Directors take this opportunity to place on record, gratitude for
corporation and support received from their Banker, various departments
and agencies of Central and State Government and dedication and
commitment of the staff at all levels.
For and on behalf of the Board
Sd/-
Ramesh Dadhia
Chairman & Managing Director
Place: Jawhar
Date: May 30, 2013
Mar 31, 2012
The Directors have great pleasure in presenting 27th Annual Report
along with the Audited Balance sheet and Profit and Loss Account for
the year ended March 31, 2012.
1. FINANCIAL RESULTS:
Particulars Year ended on Year ended on
31-03-2012 31-03-2011
Amount in Rs. Amount in Rs.
Total Income 136,200,881 100,833,594
Depreciation 1,459,196 1,186,273
Net Profit/(Loss) before Tax 3,895,001 3,123,912
Less: Provision for Taxation 1,005,054 561,600
Net Profit/(Loss) after Tax 2,889,947 2,460,184
Balance b/f from Previous Year 7,397,117 4,936,932
Balance c/f to Balance Sheet 10,287,065 7,397,117
2. PERFOMANCE REVIEW:
In the current financial year, your Company reported Turnover of Rs.
129,256,894/- (Rupees Twelve Crore Ninety Two Lacs Fifty Six Thousand
Eight Hundred and Ninety Four only) as against Rs. 9,15,91,529/-
(Rupees Nine Crore Fifteen Lacs Ninety One Thousand Five Hundred Twenty
Nine only) in the financial year 2010-11. Due to increase in sales,
your Company reported higher profit in comparison to the previous year.
After making necessary provisions, the net profit after tax for the
financial year 2011-12 stood at Rs. 2,889,947 (Rupees Twenty Eight
Lacs Eighty Nine Thousand Nine Hundred Forty Seven Only) as against Rs.
24,60,184/- (Rupees Twenty Four Lacs Sixty Thousand One Hundred Eighty
Four only) in the financial year 2010-11.
3. DIVIDEND:
In view of financial position of the Company, your Directors do not
recommend any dividend for the year 2011-2012.
4. DIRECTORS:
Mr. Dilip D. Punjabi, Director of the Company, retires by rotation and
being eligible offered himself for re-appointment. The Members are
requested to re-appoint him in the ensuing Annual General Meeting.
5. FIXED DEPOSITS:
The Company has not accepted public deposits within the meaning of
section 58A of the Companies Act, 1956 and rules framed there under.
6. SUBSIDIARIES:
Since the Company has no subsidiary, provisions of section 212 of the
Companies Act, 1956 does not apply to the Company.
7. AUDITORS:
M/s. Arvind & Company, Chartered Accountants, and statutory auditors of
your company hold office until the conclusion of the forthcoming Annual
General Meeting and have signified their willingness to be re-appointed
and have further confirmed that their appointment if made shall be
within the limits specified under Section 224 (1B) of the Companies
Act, 1956.
In view of the above members are requested to re-appoint M/s. Arvind &
Company as statutory auditors from the conclusion of ensuing Annual
General Meeting till the conclusion of next Annual General Meeting.
8. PARTICULARS OF EMPLOYEES:
There were no employees who were in receipt of the remuneration in
excess of the limits as set out in the provisions of section 217(2A) of
the Companies Act, 1956 and rules made thereunder.
9. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:
Further, the details of total energy consumption and energy consumption
per unit of production in the prescribed format under Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 is enclosed as Annexure A to this report.
10. FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:
The details of the foreign exchange transactions are given below:
(Rupees in Lacs)
Particulars 2011-2012 2010-2011
Total Foreign Exchange Earned Nil Nil
Total Foreign Exchange Used 459.36 272.99
11. CORPORATE GOVERNANCE REPORT:
The corporate governance code is mandatory for the listed company
having paid-up capital of Rs. 3,00,00,000/- (Rupees Three Crores) or
more. Since the paid up capital of the Company as on March 31, 2012 is
Rs. 85,71,000/- (Rupees Eighty Five Lacs Seventy One Thousand only)
i.e. below the aforesaid limit, the Corporate Governance code is not
mandatory to the Company.
12. COMPLIANCE CERTIFICATE:
Compliance Certificate as required under Section 383A of the Companies
Act, 1956 prepared and issued by HS Associates, Company Secretaries in
Practice is annexed to this report as Annexure B.
13. DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors hereby confirms:
i. That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
ii. That 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 and of the
financial year and of the Profit or Loss of the Company for that
period.
iii. That the Directors have taken proper and sufficient care for the
maintenances of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv. That the Directors have prepared the Annual accounts on a going
concern basis.
14. STOCK EXCHANGE REQUIREMENTS:
Being listed at The Bombay Stock Exchange Limited, your company has
paid listing fees till March, 2013.
15. ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record, gratitude for
corporation and support received from their Banker, various departments
and agencies of Central and State Government and dedication and
commitment of the staff at all levels.
ON BEHALF OF THE BOARD
FOR SYNTHIKO FOILS LIMITED
SD/-
RAMESH DADHIA
CHAIRMAN & MANAGING DIRECTOR
PLACE: JAWHAR
DATE: AUGUST 30, 2012
Mar 31, 2011
TO THE MEMBERS OF SYNTHIKO FOILS LIMITED
The Directors have great pleasure in presenting 26th Annual Report
along with the Audited Balance sheet and Profit and Loss Account, for
the year ended March 31, 2011.
1. FINANCIAL RESULTS:
Particulars Year ended on Year ended on
31-03-2011 31-03-2010
Amount in Rs. Amount in Rs.
Total Income 10,08,33,594 8,74,58,670
Depreciation 11,86,273 10,74,986
Net Profit/(Loss) before Tax 31,23,912 22,83,616
Less: Provision for Taxation 5,61,600 3,75,000
Net Profit/(Loss) after Tax 24,60,184 18,18,203
Balance b/f from Previous Year 49,36,932 31,18,729
Balance c/f to Balance Sheet 73,97,116 49,36,932
2. PERFOMANCE REVIEW:
In the current financial year, your Company reported Turnover of Rs.
9,15,91,529/- (Rupees Nine Crore Fifteen Lacs Ninety One Thousand Five
Hundred Twenty Nine only) as against Rs. 7,71,82,619/- (Rupees Seven
Crores Seventy One Lacs Eighty Two Thousand Six Hundred Nineteen only)
in the financial year 2009-10. Due to increase in sales, your Company
reported higher profit in comparison to the previous year. After making
necessary provisions, the net profit after tax for the financial year
2010-11 stood at Rs. 24,60,184/- (Rupees Twenty Four Lacs Sixty
Thousand One Hundred Eighty Four only) as against Rs. 18,18,203/-
(Rupees Eighteen Lacs Eighteen Thousand Two Hundred Three only) in the
financial year 2009-10.
3. DIVIDEND:
In view of financial position of the Company, your Directors did not
recommend any dividend for the year 2010-2011.
4. DIRECTORS:
Mr. Dilip D. Punjabi, Director of the Company, retires by rotation and
being eligible offered himself for re-appointment. The Members are
requested to re-appoint him in the ensuing Annual General Meeting.
Mr. Sunil Bang has resigned as Director of the Company with effect from
April 1, 2011; board thanked him for providing valuable service during
his tenure.
5. FIXED DEPOSITS:
The Company has not accepted public deposits within the meaning of
section 58A of the Companies Act, 1956 and rules framed there under.
6. SUBSIDIARIES:
Since the Company has no subsidiaries, provision of section 212 of the
Companies Act, 1956 do not apply to the Company.
7. AUDITORS:
M/s. Arvind & Company, Chartered Accountants, and statutory auditors of
your company hold office until the conclusion of the forthcoming Annual
General Meeting and have signified their willingness to be re-appointed
and have further confirmed that their appointment if made shall be
within the limits specified under Section 224 (1B) of the Companies
Act, 1956.
In view of the above members are requested to re-appoint M/s. Arvind &
Company as statutory auditors from the conclusion of ensuing Annual
General Meeting till the conclusion of next Annual General Meeting.
8. SHARE CAPITAL:
The Authorised Share Capital of the Company is Rs. 1,00,00,000/-
(Rupees One Crore only) divided into 10,00,000 (Ten Lacs) equity shares
of Rs.10/- each.
The Issued & Subscribed share capital of the Company is Rs. 87,00,000/-
(Rupees Eighty Seven Lacs only) divided into 8,70,000 of Rs. 10/- each
and the Paid up capital of the Company is Rs. 85,71,000/- (Rupees
Eighty Five Lacs Seventy One Thousand only) and balance Rs. 1,29,000/-
(Rupees One Lac Twenty Nine Thousand only) are calls in arrears.
9. PARTICULARS OF EMPLOYEES:
There were no employees who were in receipt of the remuneration in
excess of the limits as set out in terms of the provisions of section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 and amendment thereto.
10. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION: The
Company is taking optimum effort to conserve the energy and technology
absorption.
Further, the details of total energy consumption and energy consumption
per unit of production in the prescribed format under Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 is enclosed as Annexure A to this report.
14. DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors hereby confirms:
i. That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
ii. That 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 and of the
financial year and of the Profit or Loss of the Company for that
period.
iii. That the Directors have taken proper and sufficient care for the
maintenances of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv. That the Directors have prepared the Annual accounts on a going
concern basis.
15. LISTING
The trading in shares was suspended w.e.f.18th February, 2002 due to
non compliances of certain clauses of listing agreement. However, the
Company has taken all necessary steps to comply with the necessary
compliances and with effect from September 1, 2010 the trading in
shares of the Company has been resumed by the Bombay Stock Exchange.
16. STOCK EXCHANGE REQUIREMENTS:
Being listed at The Bombay Stock Exchange Limited, your company has
paid listing fees till March, 2012.
17. ACKNOWLEDGEMENT
Your Directors wish to acknowledge all their stakeholders and are
grateful for the excellent support received from the Shareholders,
Bankers, Government authorities, and other business associates. Your
Directors recognize and appreciate the hard work and efforts put in by
all the employees of the Company and their contribution to the growth
of the Company in a very challenging environment.
ON BEHALF OF THE BOARD
FOR SYNTHIKO FOILS LIMITED
Sd/-
RAMESH DADHIA
CHAIRMAN & MANAGING DIRECTOR
PLACE: JAWHAR
DATE: AUGUST 29, 2011
Mar 31, 2010
To The Members OF SYNTHIKO FOILS LIMITED.
The Directors have great pleasure in presenting 25th Annual Report
along with the Audited Balance Sheet and Profit & Loss Account, for the
year ended 31st March, 2010.
1. FINANCIAL RESULTS
Particulars Year ended on Year ended on
31-03-2010 31-03-2009
Total Income 8,74,58,669 8,16,01,423
Depreciation 10,74,986 10,32,808
Net Profit/(Loss) before Tax 22,83,617 15,00,685
Less: Provision for Taxation 3,75,000 2,65,000
Provision for FBT NIL 35,000
(Excess)/Short provision of FBT 82,760 (17,414)
Earlier year TDS w/off
Interim & Final Dividend
Dividend Tax paid
Net Profit/(Loss) after Tax 18,18,203 12,18,098
Balance b/f from Previous Year 31,18,729 19,00,631
Balance available for Appropriation
Balance c/f to Balance Sheet 49,36,932 3,118,730
2. DIVIDEND
In view of financial position of the Company, your Directors did not
recommend any dividend for the year under review.
3. DIRECTORS
During the year Mr. Dilip D. Punjabi, Director who is retiring by
rotation but being eligible offer himself for re-appointment.
4. CORPORATE GOVERNANCE
The Board had implemented Corporate Governance Code in pursuance of
Clause 49 of Listing Agreement during the year. The report on Corporate
Governance is annexed hereto forming part of this report. The requisite
certificate from HS Associates, Practicing Company Secretary, on
implementation of requirements of the Corporate Governance is also
annexed herewith forming part of this report (Annexure-1).
5. AUDITORS
M/s. Arvind & Co., Chartered Accountants, Mumbai Auditor of the
Company, retires at the conclusion of the ensuing Annual General
Meeting and is eligible for re-appointment.
6. COMPLIANCE CERTIFICATE
Compliance Certificate as required under Section 383A of the Companies
Act, 1956 prepared and issued by HS Associates, Company Secretaries in
Practice, is annexed hereto (Annexure-2).
7. DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors hereby confirms:
i. That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
ii. That 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 and of the
financial year and of the Profit or Loss of the Company for that
period.
iii. That the Directors have taken proper and sufficient care for the
maintenances of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv. That the Directors have prepared the Annual accounts on a going
concern basis.
8. DEPOSITS
During the year under review, the Company has neither accepted nor
invited any Public deposits and hence the provisions of Section 58A of
the Companies Act, 1956 read with the Companies (Acceptance of
Deposits) Rules, 1975 are not attracted and the information relating
thereto is nil.
9. PARTICULARS OF EMPLOYEES
There were no employees who were in receipt of the remuneration in
excess of the limits as set out in terms of the provisions of Section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 as amended.
10. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES ACT,
1956 READ WITH DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS RULES, 1988.
A. Power & Fuel consumption
Sr. Particulars Current year Previous year
No.
1. Electricity
a) Purchased
Unit 94541 68771
Total Amount 645649 Rs.4,14,610/-
Rate/Unit 6.83 6.02
b) Own Generation
(i) Through diesel generator
Units 15585.33 28829.72
Units per ltr. of
diesel oil 559560.06 Rs. 10,77,118/-
Cost/unit 35.90 37.36
(ii) Through fuel
Units 34382 54,609
Units per ltr. Of
fuel oil/gas 11,14,439 Rs. 15,76,019/-
Cost/unit 32.41 28.26
11. SUBSIDIARIES
Since the Company has no subsidiaries, hence provision of Section 212
of the Companies Act, 1956 is not applicable.
12. LISTING
The Company's shares were listed at the Bombay Stock Exchange, Mumbai
however the trading in the shares were suspended w.e.f.18th February,
2002 due to non compliances of certain clauses of listing agreement.
However, the Company has taken all necessary steps to comply with the
necessary compliances and is in the process of revocation of
suspension.
13. ACKNOWLEDGEMENTS
Your Company and its Directors wish to sincerely thank all the
customers and commercial banks for their continuing support and
co-operation.
Your Directors express their appreciation for the dedicated and sincere
services rendered by the employees of the Company. Your Directors
sincerely thank the shareholders for the confidence reposed by them in
the company and from the continued support and co- operation extended
by them.
On behalf of the Board
FOR SYNTHIKO FOILS LIMITED
Sd/-
RAMESH DADHIA
CHAIRMAN & DIRECTOR
Place: Thane
DATED: 31st August,2010
Mar 31, 2009
The Directors have great pleasure in presenting 24th Annual Report
along with the Audited Balance Sheet and Profit & Loss Account, for the
year ended 31st March, 2009.
1. FINANCIAL RESULTS
(Rs. In 000)
Particulars Year ended Year ended
on 31-03-2009 on 31-03-2008
Total Income 81601.42 56259.73
Depreciation 1032.81 1014.95
Net ProfhV(Loss) before Tax 1500.68 1538.82
Less: Provision for Taxation 265.00 200.00
Provision for FBT 35.00 30.00
(Excess)/Short provision of FBT (17.41) 2.60
Earlier year TDS w/off -- --
Interim & Final Dividend -- --
Dividend Tax paid -- --
Net Profit/(Loss) after Tax 1218.10 1311.43
Balance b/f from Previous Year 1900.63 589.20
Balance available for Appropriation -- --
Balance c/f to Balance Sheet 3117.73 1900.63
2. DIVIDEND
In view of financial position of the Company, your Directors did not
recommend any dividend for the year under review.
3. DIRECTORS
During the year Mr. Sunil Kimar Bang, Director who is retiring by
rotation but being eligible offer himself for re-appointment.
Under review, Mr.Ramesh Dadhia was appointed as Managing Director and
Mr.Bhavesh Dadhia was appointed as Whole Time Director w.e.f. 1 st
September, 2009 during the year.
Hence you are requested to appoint/re-appoint themselves in the
forthcoming Annual General Meeting of the Company.
4. CORPORATE GOVERNANCE
The Board had implemented Corporate Governance Code in pursuance of
Clause 49 of Listing Agreement during the year. The report on Corporate
Governance is annexed hereto forming part of this report. The requisite
certificate from Arvind & Co., Chartered Accountants, on implementation
of requirements of the Corporate Governance is also annexed herewith
forming part of this report (Annexure-A).
5. AUDITORS
M/s. Arvind & Co., Chartered Accountants, Mumbai Auditor of the
Company, retire at the conclusion of the ensuing Annual General Meeting
and are eligible for re-appointment.
6. COMPLIANCE CERTIFICATE
Compliance Certificate as required under Section 383 Aof the Companies
Act, 1956 prepared and issued by HS Associates, Company Secretaries in
Practice, is annexed hereto (Annexure-B).
7. DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors hereby confirm:
i. That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
ii. That 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 and of the
financial year and of the Profit or Loss of the Company for that
period.
iii. That the Directors have taken proper and sufficient care for the
maintenances of adequate accounting records in accordance with the
provision of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv. That the Directors have prepared the Annual accounts on a going
concern basis.
8. DEPOSITS
During the year under review the Company has neither accepted nor
invited any Public deposits and hence the provisions of Section 58Aof
the Companies Act, 1956 read with the Companies (Acceptance of
Deposits) Rules, 1975 are not attracted and the information relating
thereto is nil.
9. PARTICULARS OF EMPLOYEE
There were no employees who were in receipt of the remuneration in
excess of the limits as set out in terms of the provisions of Section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 as amended.
10. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES
(DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES,
1988.
During the year company had consumed 68771 No of units of Rs.6.02 each
aggregating to Rs.4,14,610/ - previous year the company has consumed
51881 No. of Units of Rs.4.90 each aggregating to Rs.2,52,827/-.
Also the Company had consumed fuel (LDO) 54,609 No. of Units of
rs.28.86 each aggregating to Rs. 15,76,019/- previous year the company
had consumed fuel (LDO) 52,376 No. of Units of Rs.25.03 each
aggregating to Rs. 13,10,970/-.
Also the Company had consumed Diesel (for generator) 28829.72 No. of
Units of Rs.37.36 each aggregating to Rs. 10,77,118/- previous year the
company had consumed Diesel (for Generator) 8154.40 No. of Units of
35.85 each aggregating to Rs.2,92,331/-.
11. SUBSIDIARIES
Since the Company has no subsidiaries, hence provision of Section 212
of the Companies Act, 1956 is not applicable.
12. LISTING
Companys shares were listed at the Bombay Stock Exchange, Mumbai
however the trading in the shares were suspended w.e.f.lS111 February,
2002 due to non compliances of certain clauses of listing agreement.
The company is complied with the necessary compliances and is in the
process of revocation of suspension.
13. ACKNOWLEDGEMENTS
Your Company and its Directors wish to sincerely thank all the
customers and commercial banks for their continuing support and
co-operation.
Our Directors express their appreciation for the dedicated and sincere
services rendered by the employees of the Company. Your Directors
sincerely thank the shareholders for the confidence reposed by them in
the company and from the continued support and co-operation extended by
them.
On behalf of the Board
For SYNTHIKO FOILS LIMITED
Sd/-
RAMESH DADHIA
(CHAIRMAN & DIRECTOR)
Place: Jawhar
DATED: 31.08.2009
Mar 31, 2005
The Directors have pleasure in presenting their 20lh Annual Report for
the year ended 31st March, 2005.
1. FINANCIAL RESULTS: (Amt. In Rs.)
PARTICULARS Year ended Year ended
2005 2004
Total Income 1,88,37,695 1,34,96,944.39
Add/Less: Depreciation (Net) 6,26,903.00 6,07,895.00
Profit/(Loss) before Taxation 5,33,848.51 67,579.77
Less: Provision for Taxation Income Tax 0.00 7,500.00
Deferred Tax (14,183.00) (18,953.00)
Add: Prior year Adjustments Nil Nil
Net Profit/(Loss) transferred to Balance Sheet Nil Nil
Balance Brought forward from previous
year (24,41,989.76) (23,37,439.53)
Balance carried forward to Balance
Sheet (20,38,691.25) (22,96,312.76)
2. DIVIDEND:
In view of insufficient profit earned during the year, no dividend is
recommended.
3. FIXED DEPOSITS:
Our company has not accepted any deposits from the public.
4. DIRECTORS:
During the year there is no changes among the Directorship of the
Company.
5. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2A) of the Companies (Amendment) Act, 2000,
the Directors confirm that:
i) In the preparation of Annual Accounts for the Financial year ended 3
lsl March, 2005 the applicable Accounting Standards have been followed.
ii) Appropriate Accounting policies have been selected and applied
consistently and have 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 on 31s1 March, 2005 and loss of the Company for the
year ended on that date.
iii) Proper and sufficient care has been taken 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.
iv) The Annual Accounts have been prepared on a going concern basis.
6. AUDITORS:
M/s. Arvind & Company, Chartered Accountants, Mumbat will cease to hold
their office at the conclusion of the forthcoming Annual General
Meeting and being eligible, offer themselves for re-appointment.
7. PARTICULARS OF EMPLOYEES:
Information in accordance with the provisions of Section 217 (2A) of
the Companies Act, 1956 regarding particulars of employees is not given
since the company did not have any employee drawing remuneratiork in
excess of the limits prescribed by the said section.
8. SUBSIDIARIES:
Since the Company has no subsidiaries, provision of section 212 of the
Companies Act, 1956 is not applicable.
9. COMPLIANCE CERTIFICATE:
As required under provision of Sub-Section (1) of section 383A of the
Companies Act, the Board appointed M/s. H. Shetye Associates, Company
Secretaries to carry out the examination of records and issue the
Compliance Certificate as required under Companies (Compliance
Certificate) Rules 2001. Copy of the Certificate is attached.
10. CORPORATE GOVERNANCE CODE:
The Board had implemented Corporate Governance Code in pursuance of
clause 49 of Listing Agreement during the year. The report on Corporate
Governance is annexed hereto forming part of this report.
11. LISTING :
Companys shares were listed at Mumbai Stock Exchange however the
trading in the shares were suspended w.e.f. 18* February, 2002 due to
non compliances of certain clauses of listing agreement. The company is
in the process of complying the same and revoking the suspension.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND
INNOVATION:
During the year the company had consumed 42470 No. of units of Rs.4.25
each aggregating to Rs. 1.80,497.00. Previous year the company had
consumed 33,873 No. of units of Rs.3.84 each aggregating to Rs.
1,30.069.25.
Also, the company had consumed fuel [LDO] consumed 24368 No. of r.nits
of Rs. 18.85 each aggregating toRs.4,59,461.00
Total Foreign Exchange spent by the Company is Rs.Nil. Total Foreign
Exchange earned by the company is Rs. 20,40,030/-.
13. ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciations of the
whole-hearted co-operation received from the Banks and various
government Authorities and Companys staff and workers.
ON BEHALF OF THE BOARD
FOR SYNTHIKO FOILS LIMITED
PLACE: Mumbai
DATED: 30th June, 2005 Sd/-
RAMESH DADHIA
(CHAIRMAN CUM EXECUTIVE DIRECTOR)
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