The Board of Directors of Anjani Synthetics Limited (“The Company” or “Anjani”) have great pleasure in presentingthe (41st) Forty-first Annual Report together with the Audited Financial Statements of the Company for the financialyear ended on 31st March 2025 (“financial year under review” or “financial year 2024-25”).
The summary of the company’s financial performance of the Company during the financial year 2024-25 as comparedto the previous financial year 2023-24 is summarized below:
Particulars
Financial Year2023-2024
Financial Year2024-2025
Revenue from operations
22426.08
25423.77
Other income
42.27
253.17
Total Revenue
22468.35
25676.94
Expenses
(a) Cost of materials consumed
14717.12
18467.58
(b) Changes in inventories of FG, WIP & Stock-in-Trade
799.03
-48.18
(c) Employee benefits expense
620.81
557.23
(d) Finance costs
294.16
464.94
(e) Depreciation and amortization expense
239.18
254.59
(f) Other expenses
5350.24
5507.01
Total Expenses
22020.54
25203.17
Profit/ (Loss) before tax
447.81
473.77
Tax expense:
(a) Current tax expense
117.15
68.08
(b) Deferred tax
-1.39
-12.04
(c) Excess Provision of Tax for earlier Years
-0.01
-7.94
Profit / (Loss) for the year
332.06
425.68
Earnings per share (face value Rs.10/-) Basic & Diluted
2.25
2.89
The Company’s revenue from operations during the financial year ended 31st March 2025 was Rs. 22426.08 Lacsas against Rs. 25423.77 Lacs of the previous year with total expenses of Rs. 22020.54 lacs (previous year of
Rs. 25203.17 lacs). The Company has made Net Profit of Rs. 332.06 Lacs as against Rs.425.68 Lacs of theprevious year after considering Depreciation and Provision for Tax.
The EPS of the Company for the year 2024-25 is Rs. 2.25.
No dividend has been recommended in respect of the financial year ended 31st March 2025 and the entire surplusbe ploughed back into the business to give accelerator to the business of the company and generate higher profitin future.
During the year under review, the Company does not have any Subsidiary, Joint Venture (JV) or Associates Company.
The names of companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate companiesduring the year is not applicable during the financial year 2024-25.
During the year under review, the Company has not accepted any deposits from the public falling within the meaningof the provisions of Chapter V - Acceptance of Deposits under Companies Act, 2013 read with the Companies(Acceptance of Deposits) Rules, 2014.
During the year under review, the Company has not accepted any deposits from the public falling within the meaningof the provisions of Chapter V - Acceptance of Deposits under Companies Act, 2013 read with the Companies(Acceptance of Deposits) Rules, 2014. So, the details of deposits which are not in compliance with the requirementsof Chapter V of the act is not applicable to the company.
The Company has not raised any loan from Directors during the financial year 2024-25.
During the year under review there is no change in Authorized Share Capital of the Company. The Authorized ShareCapital of the Company as at 31st March, 2025 stood at Rs. 15,00,00,000/- (Rupees Fifteen Crore) divided into1,50,00,000 (One Crore Fifty Lakhs) equity shares of Rs. 10/- (Rupees Ten) each. Theissued, subscribed and paidup Share capital of the company as at 31st March, 2025 stood at Rs. 14,75,00,000/- (Rupees Fourteen Crore SeventyFive Lakhs) divided into 1,47,50,000 (One Crore Forty Seven Lakhs Fifty Thousand ) Equity Shares of Rs. 10/- (Rupees Ten ) each.
a) The Company does not have any equity shares with differential rights;
b) During the year under report, the Company has not issued any sweat equity shares;
c) During the year under report, the Company has not issued any ESOP;
d) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefitof employees: The Company has not made any provision of money for the purchase of, or subscription for,shares in the Company, to be held by or for the benefit of the employees of the Company and hence thedisclosure as required under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 isnot required.
e) Listing with the stock exchanges: The Company’s equity shares are listed on the Bombay Stock ExchangeLimited (BSE) and it has paid the Annual Listing Fees for the financial year 2024-25.
f) Disclosure with respect to shares transferred in IEPF Account: In terms of the provisions of Investor Educationand Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, 7,282 shares whose dividendswere unpaid/unclaimed for seven consecutive years taking the base year as Interim dividend for the FY 2007¬08 were transferred during the year to the Investor Education and Protection Fund.
The amount of net profit of Rs. 332.06 Lacs (previous year Rs. 425.68 Lacs) is proposed to be held as RetainedEarnings. Details of reserve and surplus are provided in Note No. 14 of the Financial Statement for the FinancialYear 2024-25.
During the period under review, there is no change in the nature of business.
The Board of Directors of the company has various Executive and Non-Executive Directors including IndependentDirectors who have wide experience in different disciplines of corporate functioning. The details of the Directorsduring the year has prescribed in the Corporate Governance Report.
During the Financial Year 2024-25, Mr. Alpesh Fatehsingh Purohit (DIN: 07389212) Independent Director of the companyhas tender his resignation w.e.f. 13th August, 2024 and Ms. Ishali Desai (DIN: 10738484) has appointed as IndependentDirector of the company w.e.f. 13th August, 2024.
All Independent Directors have given declarations that they meet the criteria of Independence as laid down underSection 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015. The terms and conditions of the Independent Directors are incorporated on thewebsite of the Company www.anjanisynthetics.com.
As on March 31, 2025, the following persons have been designated as Key Managerial Personnel (“KMP”) of theCompany pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014:
Sr. No.
Name of Director/KMP
PAN/DIN
Designation
1
Vasudev Subhkaran Agarwal
1491403
Managing Director
2
Sandeep Mehta
AWJPM1953H
CFO
3
Vikas Anandi Sharma
BMPPS5063K
CEO
4
Anjali Barot *
CAPPV4719N
Company Secretary
5
JaydeepDahyabhaiPrajapati **
GSSPP1031C
* Mrs. Anjali Barot resigned from the post of Company Secretary w.e.f. 31st May 2025.
** Mr. JaydeepDahyabhaiPrajapati has been appointed as the Company Secretary & Compliance officer w.e.f. 1stJune 2025.
The Company has compiled with the requirements of having Key Managerial Personnel as per provisions of Section203 of the Companies Act, 2013.
Regular Board Meetings are held once in a quarter, inter-alia, to review the quarterly results of the Company.
During the year under review 9 (NINE) Board Meetings were held. The intervening gap between the two meetingswas within the period prescribed under the Companies Act, 2013. The details of the meetings are furnishedin the Corporate Governance Report which forming part of this Annual Report.
The Independent Directors met on the 28th August 2024, without the attendance of Non-Independent Directorsand members of the Management. The Independent Directors reviewed the performance of Non-IndependentDirectors and the Board as a whole; the performance of the Chairperson of the Company, taking into accountthe views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timelinessof flow of information between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.
Your Company has several Committees which have been established as part of the best Corporate Governancepractices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.
The Company has following Committees of the Board of Directors:
* Audit Committee
* Stakeholder Relationship Committee
* Nomination and Remuneration Committee
The details with respect to the compositions, powers, and terms of reference and other information of relevantcommittees are given in details in the Corporate Governance Report which forms part of this Annual Report.
Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Boardof Directors has carried out an annual evaluation of its own performance, Board Committees and of individualdirectors. In a separate meeting of independent directors, performance of non-independent directors, performanceof the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairmanwas evaluated, taking into account the views of other directors. Performance evaluation of independent directorswas done by the entire Board, excluding the independent director being evaluated.
The Board of Directors of the company has various Executive, Non-Executive Directors, Independent Directorsand Women Independent Director(s) who have wide experience in different disciplines of corporate functioning.
In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and the Companies Act, 2013 the Company has formulated and implemented the various policies. Allthe Policies are available on Company’s website (www.anjanisynthetics.com ) under the heading “Investor
Relations”. The policies are reviewed periodically by the Board and updated based on need and requirements.
The Company has a Nomination and Remuneration Committee. The Committee reviews and recommend tothe Board of Directors about remuneration for Directors and Key Managerial Personnel and other employeeup to one level below of Key Managerial Personnel. The Company does not pay any remuneration to theNon-Executive Directors of the Company other than sitting fee for attending the Meetings of the Board ofDirectors and Committees of the Board. Remuneration to Executive Directors is governed under the relevantprovisions of the Act and approvals.
The Company has devised the Nomination and Remuneration Policy for the appointment, reappointment andremuneration of Directors, Key Managerial Personnel. All the appointment, reappointment and remunerationof Directors and Key Managerial Personnel are as per the Nomination and Remuneration Policy of the Company.
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policyenables the employees to report to the management instances of unethical behavior, actual or suspectedfraud or violation of Company’s Code of Conduct. Further the mechanism adopted by the Company encouragesthe Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards againstvictimization of Whistle Blower who avails of such mechanism and also provides for direct access to theChairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed bythe Audit Committee from time to time. None of the Whistle blowers has been denied access to the AuditCommittee of the Board.
The Company is aware of the risks associated with the business. It regularly analyses and takes correctiveactions for managing/ mitigating the same. The Company has framed a formal Risk Management Frameworkfor risk assessment and risk minimization which is periodically reviewed to ensure smooth operation andeffective management control. The Audit Committee also reviews the adequacy of the risk managementframework of the Company, the key risks associated with the business and measure and steps in placeto minimize the same.
The policy on Related Party Transactions as approved by the Board of Directors is uploaded on the websiteof the Company as per provisions of Regulation 23 of the SEBI (LODR) Regulations, 2015 and other applicableprovisions of the Companies Act, 2013.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,the top thousand listed entities based on market capitalization are required to formulate the Dividend DistributionPolicy. Accordingly, your Company is not required to formulate the Dividend Distribution Policy.
All related party transactions entered into during the financial year were on an arm’s length basis and werein the ordinary course of business. The Company entered into transactions with related parties in terms ofSection 188 of the Companies Act, 2013. Therefore, the disclosure of related party transactions as requiredunder Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is annexed as Annexure I. Suitable
disclosure as required by the Indian Accounting Standard (Ind AS 24) has been made in the notes to theFinancial Statements.
All Related Party transactions are placed before the Audit Committee for approval, wherever applicable. Prioromnibus approval for normal business transactions is also obtained from the Audit Committee for the relatedparty transactions which are of repetitive nature and accordingly the required disclosures are made to theCommittee on quarterly basis in terms of the approval of the Committee. The details of Related PartyTransactions are given in the notes to the financial statements.
Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 read with Section 134 your Company hasduly maintained the cost records as per sub-section 1 of section 148 of Companies Act, 2013.
The Members of the Company at its Thirty-Eight (38th) Annual General Meeting held on 28th September2022 has approved the appointment of M/s. Nahta Jain & Associates, Chartered Accountants, Ahmedabad(Firm Registration No. 106801W) as the Statutory Auditors of the Company, for a period of five (5) yearsto hold the office of the Statutory Auditors of the Company from the conclusion of 38th Annual General Meetingtill the conclusion of 43rd Annual General Meeting of the Company in place of M/s. Abhishek Kumar &Associates, Chartered Accountants (Firm’s Registration No. 130052W) retiring statutory auditor.
The notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not requiredany further comments.
The report does not contain any qualification, reservation or adverse remark.
M/s. ACM & Associates, Chartered Accountants, Ahmedabad has been appointed as Internal Auditors of theCompany for FY 2024-25. Internal Auditors are appointed by the Board of Directors of the Company on ayearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findingson the Internal Audit of the Company, to the Audit Committee on a yearly basis. The scope of internal auditis approved by the Audit Committee.
The Company has appointed M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as Cost Auditorof the Company to audit the cost accounts for the financial year 2024-25.
As per Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions,if any, of the Companies Act, 2013 the Board of Directors has appointed M/s. Kiran J. Mehta & Co., CostAccountants as the Cost Auditor of the Company for the financial year 2024-25 on the recommendationsmade by the Audit Committee subject to the approval of the Central Government.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, your Company had re-appointed M/s Mukesh H.Shah & Co, Practicing Company Secretaries of Ahmedabad to undertake the Secretarial Audit of the Company
for the Financial Year 2024-25. The secretarial audit report for the financial year 2024-25 is annexed to thisAnnual Report as Annexure-II.
As per Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) SecondAmendment Rules, 2019, Company was required to file form IEPF-4 regarding statement of shares to betransferred to the Investor Education and Protection Fund for the interim dividend paid in financial year 2008¬09 but the Company is unable to file form IEPF-4 due to some technical issues in the form. The companyis continuously trying to resolve the technical issues in form IEPF-4.
The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or to the Boardof Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Auditand Auditors) Rules, 2014.
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act as amended, the Annual Return is availableon the Company’s website www.anjanisynthetics.com.
Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo,required under Section 134 (3) (m) of the Companies Act, 2013 forms part of this Annual Report as Annexure-III.
The Company has taken adequate steps to adhere to all the stipulations laid down under Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report onCorporate Governance included as a part of this Annual Report is given in Annexure-IV.
A certificate from the Secretarial Auditors of the company confirming the compliance with the conditions ofCorporate Governance as stipulated under Reg. 27 & 34 the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015 is attached to this Annual Report.
Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated underChapter IV of the Listing Regulations. A detailed report on Corporate Governance as required under the ListingRegulations is provided in a separate section and forms part of the Annual Report. Certificate from the PracticingCompany Secretary regarding compliance with the conditions stipulated in the Listing Regulations forms partof the Corporate Governance Report.
The Management Discussion and Analysis Report as required under the Listing Regulations are presentedin a separate section and forms part of the Annual Report as Annexure V.
Assets of your Company are adequately insured against various perils.
There are no material changes and commitments affecting the financial position of the Company which hasoccurred between the end of financial year as on 31st March 2025 and the date of Director’s Report i.e.29th August, 2025.
The details of Loans, Guarantees or Investments covered under the provisions of section 186 of the CompaniesAct, 2013 made during the year under review are disclosed in the financial statements.
Details pertaining to remuneration as required under section 197(12) of the companies act, 2013 read with rule5(1) of the companies (appointment and remuneration of managerial personnel) rules, 2014:
a) The percentage increase in remuneration of each Director, Chief Executive officer, Chief FinancialOfficer and Company Secretary during the financial year 2024-25 and ratio of the remuneration ofeach Director to the median remuneration of the employees of the Company for the financial year2024-25 are as under:
Name & Designation
Remuneration Paid
/- in remunerationfrom previousyear (Rs.)
Ratio/ Times perMedian ofemployeeremuneration
FY 2024-25(Rs in lacs)
FY 2023-24(Rs in lacs)
Vasudev S. AgarwalChairman & MD
24,00,000
0
4.7553
Sanjay Goverdhan SharmaExecutive Director
7,25,000
6,70,110
54,890
1.4365
Manoharlal I SharmaChief Financial Officer(upto 14.08.2023)
57,980
-57,980
Sandeep MehtaChief Financial Officer(W.e.f. 14.08.2023)
7,75,300
7,38,030
37,270
1.5361
Vikas SharmaChief Executive Officer
6,97,600
7,45,140
-47,540
1.3822
NikiPatawariCompany Secretary(upto 27.03.2024)
3,60,000
-3,60,000
Anjali BarotCompany Secretary(W.e.f. 30.05.2024)
3,15,964
-
0.626
Note: Except Key Managerial Personnel i.e. Managing Director, Chief Financial officer, Chief Executive officer andCompany Secretary, no other directors received any remuneration from the Company other than sitting feesfor attending Board meetings and Committees meetings.
b) Median remuneration of employees was Rs. 5.04/- during the year 2024-25.
c) The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3)of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:
The number of permanent employees on the Payroll of Company: 107 (One hundred and seven) as on 31March 2025.
d) It is hereby affirmed that the remuneration paid is as per the c and Remuneration Policy for Directors, KeyManagerial Personnel and other Employees.
The Company has adequate internal control system, which is commensurate with the size, scale and complexityof its operations. The Company has a process in place to continuously monitor existing controls and identify gapsand implement new and / or improved controls wherever the effect of such gaps would have a material impacton the Company’s operation.
Further, the Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in theCompany, its compliance with the operating systems, accounting procedures and policies of the Company. Basedon the report of Internal Auditor, the process owners undertake the corrective action in their respective areas andthereby strengthen the Control. Significant audit observation and corrective actions thereon are presented to theAudit Committee of the Board.
As stipulated in Section 134(3)(c) read with sub section 5 of the Companies Act, 2013, Directors subscribe tothe “Directors’ Responsibility Statement”, and confirm that:
a) In preparation of annual accounts for the year ended 31st March 2025, the applicable accounting standardshave been followed and that no material departures have been made from the same;
b) The Directors had selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year and of the profit or loss of the Company for that year;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts for the year ended 31st March 2025 on going concern basis.
e) The Directors had laid down the internal financial controls to be followed by the Company and that suchInternal 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 lawsand that such systems were adequate and operating effectively.
The Company has received a declaration from the Independent Directors that they meet the criteria of independenceas per section 149 of the companies Act, 2013.
During the financial year under review, the provisions of Section 135 of the Act relating to the Corporate SocialResponsibility are not applicable to your Company.
Your Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of Indiaon Board and General Meetings.
During the year under review, No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company’s operations in future.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE ENDOF THE FINANCIAL YEAR.
No application made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016, during thefinancial year 2024-25.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF.
There are no changes in the Valuation done for One Time Settlement and Loan from the Banks or Financial Institutionsduring the financial year 2024-25.
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention,prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Duringthe financial year 2024-25, the Company has not received any complaints on sexual harassment.
The statement in the Directors Report and the Management Discussion and Analysis Report describing the Company’sobjectives, expectations or predictions, may be forward looking within the meaning of applicable securities lawsand regulations. Actual results may differ materially from those expressed in the statement. These risks anduncertainties include the effect of economic and political conditions in India, volatility in interest rates, new regulationsand Government policies that may impact the Company’s business as well as its ability to implement the strategy.The Company does not undertake to update these statements.
Your directors would like to express their appreciation for the assistance and co-operation received from the financialinstitutions, banks, Government authorities, customers, vendors and members during the year under review yourDirectors place on record their deep appreciation to employees at all levels and workers for their hard work, dedicationand commitment.