To
The Members,
Your Directors are pleased to present the 47thAnnual Report of the Company
together with the Audited Financial Statements for the FinancialYear ended 31st
March, 2023.
FINANCIAL RESULTS
The summary of financial performance of the Company for the year ended 31st
March, 2023 is furnished hereunder:-
(Rs. in Lakhs except EPS)
Particulars |
Current year 2022-23 |
Previous year 2021-22 |
Revenue from Operations |
149,878 |
118,977 |
Other Income |
1,459 |
1967 |
Total Revenue |
151,337 |
120,944 |
Profit before Interest, Depreciation & Tax (PBIDT) |
21271 |
13,867 |
Less:Interest |
3174 |
2,479 |
Profit Before Depreciation and ax(PBDT) |
18097 |
11,388 |
Less: Depreciation |
4078 |
4,186 |
Profit before Tax |
14019 |
7,202 |
Tax Expenses |
2878 |
2,528 |
Profit after Tax |
11,141 |
4,674 |
Other Comprehensive Income (Net of Tax) |
179 |
(139) |
Total Comprehensive Income |
11,321 |
4,534 |
Dividend on Equity Shares |
1027 |
428 |
Earnings per share (Rs.) : Basic |
32.55 |
13.65 |
Diluted |
32.55 |
13.65 |
OPERATIONS AND STATE OF AFFAIRS
During the year under review, production of yarn was 306 Lakh kilograms as against 297
Lakh kilograms of in the year 2021-22 which shows a slight increase of 3% as compared to
previous year. Production of fabrics was 309 Lakh meters as against 249 Lakh meters last
year, which represent an increase of 24% over the period. Production of garments was 42
Lakh pieces registered an impressive growth of 47%. over 29 Lakh pieces last year
Your Company's income from operations has increased by 26% from Rs. 1190 crore in
2021-22 to Rs. 1499 crore during the year 2022-23.
The profit before interest, depreciation and tax (PBIDT) during 2022-23 is Rs. 213
crore as against Rs. 139 crore during 2021-22.
The profit before depreciation and tax (PBDT) increased from Rs. 114 crores in 2021-22
to Rs. 181crores during 2022-23.
The Company earned Net Profit of Rs. 113 crores as against Rs. 45 crores in 2021-22.
The basic and diluted EPS for the year 2022-23 works out to Rs. 32.55 as against
Rs.13.65 for the last year 2021-22.
Your Company has charged depreciation on property, plant and equipment as per the
provisions of Schedule of the Companies Act, 2013 (the Act).
The Company has prepared its Financial Statements as per applicable provisions of
IND-AS (Indian Accounting Standards) for the year 2022-23.
MATERIAL CHANGES AFFECTING THE COMPANY
There has been no material change and commitment, affecting the financial position of
the Company between the end of the financial year and date of this report.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of the Company during the year under
review.
EXPORTS
During the year under review, the export turnover of the Company has improved from Rs.
539 crores in last year 2021-22 to Rs. 725 crore during the year under review. The share
of export turnover in the net income for the year 2022-23, has been 48% (previous year
45%) of the total turnover.
DIVIDEND
Your Directors are pleased to recommend dividend of Rs. 3 per equity share of Rs. 5
each i.e. 60% (previous year Rs. 2.50 per equity share of Rs. 10 each) for the financial
year 2022-23. The total dividend payout on equity shares for the year, if approved by the
Shareholders, will be Rs. 10.27 Crore (previous year Rs. 4.28 Crore).
The Company has transferred amount of unclaimed dividends up to the year 2014-15 to the
Investors Education and Protection Fund (IEPF).
TRANSFERTO RESERVES
The Board of Directors of your Company has not proposed to transfer any amount to the
reserves for the financial year under review.
SHARE CAPITAL
There has been no change in share capital of the Company during the year 2022-23. The
paid-up equity share capital as on 31st March, 2023 was Rs. 17,11,60,420
(Rupees Seventeen Crore Eleven Lakh Sixty Thousand Four Hundred and Twenty) divided into
3,42,32,084 equity shares of Rs. 5 each. During the year under review the company has
split its one equity share of Rs. 10 each into 2 equity shares of Rs. 5 each in its 46th
AGM held on 30th July, 2022.
EXPANSION, DIVERSIFICATION AND MODERNIZATION
During the year under review, the Company invested Rs. 96.95 Crore (previous year- Rs.
22.49 Crore) for modernization of its production capacities. The capital-work-in-progress
at Rs. 21.91 Crore (previous year Rs. 28.93 Crore) and advances to capital goods suppliers
aggregated Rs. 21.54 Crore (previous year Rs. 8.36 Crore) at the end of the period.
The total production capacity of the Company as at 31st March, 2023 for yarn
is 149208 ring spindles, including 14880 spindles for worsted yarn spinning and160 Air Jet
spindles, 397 shuttle less looms including 32 Air Jet jacquard looms, 9 stenters with
processing capacity of 4.5 million meters per month and manufacturing capacity of 4.10
Lakh pieces of garments per month.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES
The Company has one Joint Venture Company viz. Tesca Textiles & Seat Components
(India) Private Limited. During the year, the Board of Directors reviewed working of the
Joint Venture Company. In terms of sub-section 3 of Section 129 of the Act, Company has
prepared Consolidated Financial statements of the Company, which forms part of the Annual
Report. Further, a statement containing the salient features of the Financial Statements
of the Associate Companies is set out in the prescribed form AOC-1 (Part 'A'- Subsidiaries
& Part 'B'-Associates and Joint Ventures) is annexed as Annexure-I, which forms
part of this Report.
The Company has framed a policy for determining Material Subsidiaries, which has been
uploaded on the Company's website at www.banswarasyntex.com/wp-
content/uploads/2019/05/MAT SUB POLICY.pdf
Subsidiary
The Company has incorporated a wholly owned subsidiary Company viz Banswara Brands
Private Limited during the year and invested Rs. 26 lakhs in the equity share of wholly
owned subsidiary company.
During the year under review, total income of the company was Rs. 0.32 lakhs and net
loss after tax was Rs. 53.01 lakhs.
Associates
The Company had no Associate Company during the year. JointVenture
Your Company holds 40.64% of the paid-up share capital of Joint Venture Company Tesca
Textiles and Seat Components (India) Private Ltd. Out of the balance 59.36% of the share
capital, 50.79% of is held by TESCA Group, France and 8.57% by Kolon Glotech India Private
limited. During the year, your Company has invested Rs. 88.90 Lakhs in rights issue of
equity shares of the Joint Venture Company.
During the year, the production of Laminated Fabric (Including Vinyl fabrics) has
increased from 28.29 Lakh Mtrs in 2021-22 to 34.21 Lakh Mtrs in 2022-23, up by 20.92%. The
Company has also produced 15,99,429 Pcs of Embossing Panel in 2022-23 as against 10,64,905
Pcs. in 2021-22 which depict the increase of 50.19%.
Total turnover of Joint Venture Company has increased from Rs. 7610 lakhs in previous
year to Rs. 10,034 Lakhs during the year. It made Net profit after tax of Rs. 447 Lakhs in
2022-23 as against Net Loss of Rs. 283 Lakhs in 2021-22.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with IND-AS 110 on Consolidated Financial Statements read with IND-AS 28
on Accounting for Investments in Associates & Joint Ventures and also as per Section
129 of the Act, the audited Consolidated Financial Statements are furnished in this
Report.
THERMAL POWER PLANT
Your Company has two captive Thermal Power Plant of 33 Mega Watt capacity and both
units of the Captive Thermal Power Plant (33 MW) are working satisfactorily. During the
year, Your Company is meeting its requirements of coal from domestic sources as well as
through imports.
FINANCE
D uring the year under review, your Company obtained disbursements of loans aggregating
Rs. 6190 Lakh for acquisition of fixed assets and meeting working capital requirements
from various Banks. The Company has repaid term loan of Rs. 4281 Lakh during the year
2022-23.
The Company's bankers are providing need-based working capital assistance after review
of its requirements from time to time.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, as required
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 201 5 (the SEBI Listing Regulations) is annexed to this Report
as Annexure-II, which forms part of this Report.
CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of Corporate Governance
requirements as stipulated under the SEBI Listing Regulations. A separate report on
Corporate
Governance along with the requisite certificate from a Practicing Company Secretary
regarding compliance of the conditions of Corporate Governance is annexed to this Report
as Annexure III, which forms part of this Report.
FIXED DEPOSITS
As per provisions of the Act, the Company accepts fixed deposits from members of the
Company as approved by the Shareholders in their meeting held on 27th August,
2016. During the year under review, the Company accepted deposits aggregating Rs. 4.41
Crore, made repayments of Rs. 1.46 Crore and had outstanding deposits aggregating Rs.
24.34 Crore as on 31st March, 2023 as against the Deposits of Rs. 21.39 Crore
at the beginning of the year. The maximum deposit held during the year was Rs. 26.72
Crore. There has been no default in repayment of deposits or payment of interest there on.
No deposit was unclaimed or matured but not paid as on 31st March, 2023. The
Company has duly complied with the provisions of the Companies (Acceptance of Deposits)
Rules, 2014.
The Company has obtained Credit Rating for Fixed Deposits from India Ratings and
Research Limited and also opened the Fixed Deposits Repayment Reserve Account with a
scheduled bank for fixed deposits maturing during the financial year 2023-24.
CORPORATE SOCIAL RESPONSIBILITY
As a part of its initiatives under Corporate Social Responsibility, the Company has
framed Corporate Social Responsibility Policy (CSR Policy) in terms of which, the Company
has undertaken projects in the areas of promoting education, including special education,
and employment enhancing vocation skills especially among children, women, elderly, and
the specially able and livelihood enhancement projects; Eradicating hunger, poverty and
malnutrition, (promoting health-care including preventive health cure) and sanitation;
Ensuring environmental sustainability, ecological balance, protection of flora and fauna,
animal welfare, agro forestry, conservation of natural resources and maintaining quality
of soil, air and water; Training to promote rural sports, nationally recognized sports,
Paralympics sports and Olympic sports etc. These projects are in accordance with Schedule
VII of the Act.
As required under Section 134 (3) (o) and Rule 9 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Annual Report on CSR activitiesis annexed as Annexure
IV, which forms part of this Report.
RISK MANAGEMENT
According to Regulation 17(9) of the SEBI Listing Regulations, the Company has laid
down a risk management framework to inform the Board about the risk assessment and
minimization procedures undertaken by the Company. The risk management framework is
designed to identify, evaluate and assess business risks and their impact on Company's
business. The risk assessment and minimization procedures are reviewed by the Board
periodically to ensure that executive management controls risk through the mechanism of a
properly defined framework. The framework is aimed at creating and protecting stakeholders
value by minimizing threats and losses besides identifying and maximizing opportunities.
INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has adequate Internal Financial Control System commensurate with the size,
scale and complexity of its operations to maintain the objectivity and independence of the
audit, The Chief Internal Auditor functionally reports to the Audit Committee of the
Board. During the year, the Internal Financial Control System and its adequacy have been
reviewed by M/s S. K. Loonkaran & Associates, a reputed firm of Chartered Accountants.
The Audit Committee of the Board actively reviews, every quarter, the adequacy and
effectiveness of the internal control systems and suggests improvements necessary to
strengthen the same. The Company has a Management Information System which is an integral
part of the financial control mechanism.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal financial control system in the Company, its compliance with the operating norms/
parameters, accounting procedures and policies for safeguarding of its assets, prevention
and detection of frauds, errors in reporting mechanisms, accuracy and completeness of the
accounting records and timely preparation of accurate and reliable financial disclosures
about the Company. Based on the reports of the internal auditors, the process owners
undertake corrective actions in their respective areas and thereby ensure compliances of
major observations / suggestion of internal auditors and action taken thereon is regularly
reported to Audit Committee.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud
and mismanagement, if any, and violation of the Company's code of conduct or ethics
policy. It also provides adequate safeguards against victimization of persons, who use
such mechanism and provides for direct access to the chairperson of the Audit Committee in
appropriate or exceptional cases. None of the employees of the Company has been denied
access to the Audit Committee.
Shri HP Kharwal, Company Secretary and Compliance Officer of the Company, has been
designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.
The said policy is available on the Company's website at www.banswarasyntex.com/wp-
content/uploads/2019/05/VIGIL MECH WB POLICY.pdf
DISCLOSURE UNDER THE SEXUAL HARASSMENT ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted
policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per
the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 (the POSH Act) and Rules framed thereunder.
An Internal Complaints Committee(s) has been set up in compliance with the POSH Act.
During the year under review, no complaints were received by the company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Director Retirement by rotation:
Shri Shaleen Toshniwal (DIN: 00246432),Whole-time Director of the Company, is liable to
retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Act
read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and,
being eligible, offers himself for re- appointment.The Board recommends his
re-appointment.
Re-Appointment
The Board recommends the re-aapointments of Shri Rakesh Mehra, Chairman and Whole -
time Director, Shri Ravindra Kumar Toshniwal, Managinng Director and Shri Shaleen
Toshniwal, Joint Managing Director of the Company in ensuing AGM as Special Resolutions
for a period of 3 year (Three years) w.e.f. 1st January 2024 to 31st
December 2026 on terms and conditions including remuneration, as set out in the notice of
AGM of the Company.
A brief profile of all three Whole time Directors, together with other related
information required under Regulation 36 of
the SEBI Listing Regulations and Secretarial Standard-2, has been furnished in the
Notice convening the 47th AGM of your Company.
Key Managerial Personnel
The following persons are/were the Key Managerial Personnel(KMP) of the Company
pursuant to Sections 2 (51) and 203 of the Act read with the Rules framed thereunder:
i. Shri Rakesh Mehra, Chairman and Whole -time Director;
ii. Shri Ravindra Kumar Toshniwal, Managing Director;
iii. Shri Shaleen Toshniwal, Joint Managing Director;
iv. Shri Pankaj Gharat, Chief Financial Officer (w.e.f. 3rd May, 2022 to 28th
Feb., 2023)
v. Ms. Kavita Gandhi, Chief Financial Officer (w.e.f. 15th May, 2023)
vi. Shri H. P. Kharwal, Company Secretary
The Board has taken on record resignation of Shri Pankaj Gharat from the post of KMP of
the Company and welcomed Ms Kavita Gandhi of her joining to the Company.
Declaration of Independent Directors
All Independent Directors have furnished declarations to the effect that they meet the
criteria of independence as laid down in Section 149 (6) of the Act and Regulation 16 of
the SEBI Listing Regulations have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act and that they are not disqualified to become
directors under the Act. There has been no change in the circumstances affecting their
status as Independent Directors of the Company. All the Independent Directors have
registered themselves in the Independent Directors Database as managed by the Indian
Institute of Corporate Affairs except Mr. David Vlerick.
The Board of Directors is of the opinion that all the Independent Directors of the
Company hold highest standards of integrity and possess requisite expertise and experience
required to fulfill their duties as Independent Directors and that all the Independent
Directors fulfill the conditions specified in the SEBI Listing Regulations and are
Independent of the management.
Board Evaluation
Pursuant to the provisions of Section 134 of the Act and SEBI's Listing Regulations,
the Board has adopted a procedure for formal performance evaluation of the Board, its
Committees and Individual Directors including the Chairman and Executive Directors. The
exercise was carried out during the
year through a structured evaluation process starting with a questionnaire sent to all
Directors covering all aspects of the working of the Board, its Committees and individual
directors followed by deliberations as in the following paragraph.
Separate exercises were carried out to evaluate the performance of Non Independent
Directors, comprising the Chairman and Whole Time Directors, on specific parameters such
as attendance, contribution in Board and Committee meetings, independent judgment,
safeguarding the interest of minority shareholders etc. in the specifically convened
meeting of Independent Directors. Nomination and Remuneration Committee evaluated the
performance of individual Directors before consideration by the Board. The Chairpersons of
the respective Committees shared their reports with the Board. The Board expressed their
satisfaction on the implementation of evaluation process and the results thereof.
Nomination and Remuneration Policy
The Board has, on the recommendation of the Nomination and Remuneration Committee,
framed the Nomination and Remuneration Policy for appointment of Directors, Key Managerial
personnel & Senior Management Personnel and also their remuneration and performance
evaluations. The said Policy is explained in the Corporate Governance Report and also
available on the Company's website at https://www.banswarasyntex.com/wp-
content/uploads/2019/05/NOMINATION POLICY.pdf
Familiarization Program of the Independent Directors
Two Familiarization programs for the Independent Directors were conducted during the
year 2022-23, the details of which are h osted on th e websi te of th e Company at www.banswarasyntex.com/wp-
content/uploads/2023/05/Fam Prg ID 2023.pdf
RELATED PARTY TRANSACTIONS
All related party transactions entered into during the financial year were carried out
on an arm's length basis and in the ordinary course of business and were in compliance
with the applicable provisions of the Act and the SEBI Listing Regulations.
Pursuant to Regulation 23 of SEBI Listing Regulations 2015 and provisions of the Act,
the related party transactions had been pre-approved by Audit Committee. The particulars
of the contracts or arrangements entered into with related parties referred to in sub
section (1) of Section 188 of the Act are indicated in Form AOC-2 is annexed as Annexure
V, which forms part of this Report.
The revised policy on Related Party Transactions
a s approved by th e Board i s avai l abl e on th e Company's website at www.banswarasyntex.com/wp-
content/uploads/2022/06/REL PTY TRN POLICY REV.pdf
NUMBER OFTHE BOARD MEETINGS
During the year under review, four meetings of the Board of Directors were held i.e. on
3rd May, 2022, 31st July, 2022, 11th November, 2022 and
13th February, 2023. Details of the composition of the Board and its
Committees, number of meetings held and attendance of Directors at such meeting(s) are
provided in the Corporate Governance Report, which forms part of this Report.
INDEPENDENT DIRECTORS' MEETING
In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations,
Independent Directors of the Company are required to hold at least one Meeting in a
financial year without the attendance of Non-Independent Directors and Members of
management.
During the year under review, Independent Directors met separately on 3rd
May, 2022, inter-alia, for
• Evaluation of performance of Non-Independent Directors and the Board of
Directors of the Company as a whole.
• Evaluation of performance of the Chairman of the Company, taking into views of
Executive and NonExecutive Directors.
• Evaluation of the quality, content and timeliness of flow of information between
the management and the Board that is necessary for the Board to effectively and reasonably
perform its duties
AUDITORS
Statutory Auditors
K G Somani & Co LLP, Chartered Accountants (ICAI Firm Registration No.
06591N/N500377) were re-appointed as Statutory Auditors of the Company to hold office for
the second term of five consecutive years by the shareholders at their 46th
Annual General Meeting held on 30th July, 2022 from the conclusion of the 46th
Annual General Meeting, till the conclusion of 51st Annual General Meeting to
be held in the calendar year 2027. They have furnished a Certificate to the effect that
they fulfill the requirements of the provisions of Sections 139 and 141 of the Companies
Act, 2013, read with Companies (Audit and Auditors) Rules, 2014.
The Auditors' Report on the Financial Statements of the Company for the financial year
ended 31st March, 2023 is unmodified i.e. it does not contain any
qualification, re servation or adverse remark. The Auditors' Report is enclosed with the
Financial Statements forming part of the Annual Report.
As regards the Statutory Auditors' observations, the relevant Notes on Significant
Accounting Policies, Notes on Accounts and other disclosures are self-explanatory and,
therefore, do not call for any further comments except (i) in the matter of non- payment
of Custom Duty of Rs. 375.19 lakhs for which the matter is under appeal before CESTAT,
Ahmedabad, and at Rajasthan High Court, Jodhpur, (ii) non-payment of Income Tax of Rs.
1552.32 Lakhs for which the matter is under appeal with CIT (Appeals), Udaipur and (iii)
for non-payment of electricity Rs. 13.6 Lakhs. These liabilities will be met, if
necessary, on final decision of the respective Appellate Authorities.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and regulation 24A of
the Listing Regulations, your Board has appointed M/s. V.M. & Associates, Company
Secretaries (FRN: P1984RJ039200), Jaipur as the Secretarial Auditors to conduct the
Secretarial Audit of the Company for the financial year 2022-23.
The Board in its meeting dated 15th May, 2023 has reappointed M/s. V.M.
& Associates, Company Secretaries as Secretarial Auditor of the Company to carry out
Secretarial Audit of the Company for the financial year 2023-24.
The Secretarial Audit Report is issued in Form MR-3 by M/s. V.M. & Associates,
Company Secretaries, in respect of the Secretarial Audit of the Company for the financial
year ended on 31st March, 2023. The Secretarial Audit Report contains the
following qualification:
Qualification
We report that Independent Director Mr. David Vlerick (DIN: 07679476), is not
registered with Independent Directors Data Bank created by MCA and Indian Institute of
Corporate Affairs (IICA).
Management Response
We are trying to register him at Independent Directors Data Bank since last year but
due to technical error, it could not get registered.
The Secretarial Audit Report issued in form MR-3 is annexed as "Annexure-VI"
Cost Auditors
The Company is required to maintain cost records as specified by the Central Government
as per Section 148(1) of the Act
and the rules framed thereunder, accordingly, the Company has maintained such cost
accounts and records.
In terms of Section 148 of the Act read with the Companies (Cost Records and Audit)
Rules, 2014, the Audit Committee recommended and the Board of Directors appointed M/s K.G.
Goyal & Co., Cost Accountants (Registration No. 000017), Jaipur being eligible, to
conduct Cost Audits relating to Textile units.
The Company has received their written consent and confirmation that the appointment
will be in accordance with the applicable provisions of the Act and rules framed
thereunder. The remuneration payable to Cost Auditors has been approved by the Board of
Directors on the recommendation of the Audit Committee and in terms of the Act and Rules
therein.
The remuneration payable to the Cost Auditors is required to be placed before the
Members in a General Meeting for their ratification. Accordingly, an Ordinary Resolution
for seeking Member's ratification for the remuneration payable to M/s K.G. Goyal &
Co., Cost Auditors is set out in the Notice of the ensuing AGM of the Company.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, none of the Auditors i.e. Statutory Auditors, Cost
Auditors or Secretarial Auditors have reported, to the Audit Committee or the Board, under
Section 143 (12) of the Act, any instance of fraud committed against the Company by its
officers or employees, the details of which would need to be mentioned in the Board's
Report.
TAX AUDITORS
As per the requirement of Section 44AB of the Income Tax Act, 1961 M/S. CBV &
ASSOCIATES LLP, Chartered Accountants (Registration No. W100636), Mumbai, have been
appointed as Tax Auditor for the financial year 2023-24 and their remuneration fixed as
per the recommendation of the Audit Committee.
PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES
During the year under review, the Company has not granted any loans or provided any
guarantees to or invested in securities except Rs. 88.90 Lakhs invested in equity shares
of JointVenture Company.
During the year, The Company has invested Rs. 26 Lakhs in equity shares of Banswara
Brands Private Limited, wholly owned subsidiary company, and extended loan of Rs. 71 Lakh
for operation of business activities.
The details of loans, guarantees and investments cover under the provisions of Section
186 of the Act are given in the notes to the Financial Statement.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The required information under the provisions of Section 134(3)(m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings and Outgo, etc. are annexed as Annexure
VII, which forms part of this Report.
INSURANCE
All the properties of the Company, including buildings, plant and machinery and stocks,
have been adequately insured.
RELATIONS
The relations between the Company's management and staff/workers continued to remain
cordial. The Directors place on record their deep appreciation of the devoted services of
the workers, staff and executives.
PARTICULARS OF EMPLOYEES
The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
annexed as Annexure-VIII.
The statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, forming part of this Report is open for inspection by the members through
electronic mode and available at AGM. Any member interested in obtaining a copy of the
same may write to the Company Secretary at the email ID secretarial@banswarasyntex.com
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant or material orders passed by the Regulators or
Courts/Tribunals, during the year under report that would impact the going concern status
of the Company and its future operations.
ANNUAL RETURN
An Annual Return for the financial year ended 31st March, 2023 as required
under Section 92(3) of the Companies Act, 2013, has been posted on website of the Company
and can be accessed at www.banswarasyntex.com/wp- content/uploads/2023/07/Form MGT 7
202223.pdf
SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by the Institute of
Company Secretaries of India, on Board Meetings and General Meetings.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134 (5) of the Act, with respect to Directors' Responsibility
Statement, it is hereby confirmed that:
(a) In the preparation of the annual accounts for the year ended 31st March,
2023, the applicable Accounting Standards have been followed and there are no 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 as at 31st March, 2023, and of
the profit of the Company for the year ended on that date.
(c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting frauds and other irregularities.
(d) The Directors have prepared the annual accounts of the Company for the year on a
going concern basis.
(e) The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and have been 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 have been operating
effectively.
DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC) DURING THE YEAR ALONG WITH THEIR STATUS AS ATTHE END OFTHE
FINANCIAL YEAR
During the year under review, the Company has not made or received any application
under IBC and there is no proceeding pending under the said code at the end of the
financial year.
DETAILS OF 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 WITHTHE REASONS THEREOF
During the year under review, the Company has not entered into any one-time settlement
and therefore, no disclosure in this regards is required.
OTHER DISCLOSURES
Any other disclosure under the Companies Act, 2013 and the rules notified thereunder or
the SEBI Listing Regulations are either NIL or NOT APPLICABLE.
Acknowledgements
Your Directors wish to express their gratitude for the guidance and co-operation
received from the Financial
Institutions, Banks, various Central and State Government Departments besides the
Customers and Suppliers during the year under report. The Directors, particularly, wish to
acknowledge and place on record the continuous support and guidance of all the
shareholders and, more importantly, for the confidence reposed in the Company's
management.
For and on behalf of the Board of Directors
Registered Office
Industrial Area, Dahod Road, Post Box No. 21, Banswara-327001 Rajasthan
|
Sd/- |
Place: Mumbai |
Rakesh Mehra |
Date: 15th May, 2023 |
Chairman |
|
DIN: 00467321 |
