DIRECTORS' REPORT To, The Members of Synthiko Foils Limited. Your 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. 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 retireby 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 yearto 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 companyis 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 Committeesand Schedules of Meetings arebeing 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 (DIN 00726044) Managing Director Date: 14/08/2015 Place : Mumbai |