The Board of Director's is pleased to present the 34th Annual Report of your company alongwith the Company's Audited Financial Statements for the financial year ended March 31,2024.
(Amt. In INR)
Particulars
For Year endedMarch 31, 2024
For Year endedMarch 31, 2023
Revenue from Operations
74,62,316
19,15,07,773
Other Income
39,178
1,50,247
Total Revenue
75,01,494
191,658,020
Gross Profit before Finance Cost, Depreciation andTax
(1,04,64,991)
(2,90,90,648)
Less: Finance Cost
5,40,369
34,60,681
Less: Depreciation
41,35,766
82,24,094
Profit before Prior Period Items and Tax
(1,51,41,127)
(4,07,75,423)
Exceptional Items (Expense)
4,78,60,466
(177,82,672)
Prior Period Items (Expense)
7,24,354
11,96,394
Misc. Exp. Written Off
-
Profit before Tax
(6,30,01,593)
(2,29,92,750)
Tax Expense:
(a) Current tax
(b) Deferred Tax
(14,61,412)
(70,12,527)
Profit for the Year
(6,22,64,534)
(17,176,617)
The Company has been engaged in manufacturing sector from past 47 years. The Companyis engaged in manufacturing Glitter powder, Metallizing of Films, Coating of Films (LacquerCoated Polyester Films (LMPF), Glitter Glue and Epoxy resins and other products. Presently,your Company has started manufacturing Biodegradable Glitter Powder and is the first onein the Indian market who started manufacturing of the same.
Performance Highlight of the company during the financial year 2023-24:
Total revenue decreased to Rs. 75,01,494/- against Rs. 191,658,020/- in the previous year.
Profit before tax reached to Rs. (6,30,01,593)/- as against Rs. (2,29,92,750)/- of theprevious year.
No Material changes and commitments have occurred after the close of the financial yeartill the date of this report, which affects the financial position of the Company.
The Company has successfully established separate unit for the packing and dispatching ofexport order for completing the month targeted supplies. The company has also designeda special container stackable for exports to USE and other countries.
The Company has tied up supplies of container packed glitters with a company.
The Company has successfully developed Bio degradable glitter and sent to customers fortrials and testing and further business.
The Company has also developed shaped glitters which are receiving a welcome from craftindustries slowly.
In coming year we envisage to add sales with the following new products along with currentproducts of sales increase:
i. Angelina Fibers
ii. Glitter Glue
iii. Shaped Glitters
iv. In house production of container and save costs and bring down inventory days.
v. Mass production of Glitter papers with machine.
vi. Exploring American Markets for supply of Glitter and Films in a large way. Currentlywe are supplying Glitter in retail (small) packaging to one of the largest American chainStore. In the current Fiscal Company is adding another large chain stores hence increasingthe customer base and adding more revenue.
The Company does not propose any Dividend for Financial Year 2023-2024.
The Company does not propose to transfer any sum to the General Reserve of theCompany.
No amount has become due for transfer of Unclaimed Dividend to Investor Education andProtection Fund, in terms of the provisions of Section 125 of the Companies Act, 2013.
During the year under review, there was no change in the nature of the business of theCompany.
(a) Ambica Pal Sharma has been appointed as the Company Secretary and Compliance Officerof the Company with effect from 14th February, 2024.
(b) RETIRE BY ROTATION:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and theCompany's Articles of Association, Mr. NANDISHKUMAR VINODRAY GANDHI (DIN00284688) Director of the Company is liable to retire by rotation at the ensuing AnnualGeneral Meeting and, being eligible offers him for reappointment. Your Board hasrecommended to re-appoint him as a Director of the Company.
The Company has not accepted any deposits from public and as such, no amount onaccount of principal or interest on deposits from public, was outstanding as on the date ofthe balance sheet.
During the year under review, the Company does not have any subsidiary company.
During the year, the Company has complied with all the applicable Secretarial Standards.
Refer Sub-Clause (e) of Clause 23 "Management Discussion and Analysis"
During the year under review, your Company has not directly or indirectly -
a) given any loan to any person or other body corporate other than usual advances envisagedin a contract of supply of materials, if any;
b) given any guarantee or provided security in connection with a loan to any other bodycorporate or person; and
c) Acquired by way of subscription, purchase or otherwise, the securities of any other bodycorporate.
All related party transactions that were entered during the financial year were on arm's
length basis and in the ordinary course of Company's business. The Company has notentered into any contract, arrangement or transaction with any related party which couldbe considered as material as defined under SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.
Related party transactions under Accounting Standard - AS 18 are disclosed in the notesto the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub¬section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014is furnished as Annexure - I to this report.
Pursuant to Regulation 23(9) of the SEBI (LODR) Regulations, 2015, the disclosure ofRelated Party Transactions, in the format specified in the accounting standards for the halfyear ended March 31, 2024 has been uploaded on the Exchange and the website of thecompany. During the Financial year under review, the Policy for related party transactionshas not been changed and hosted on the website of the Company as per the requirementof the law. The web-link for the same is http://midasglitter.com/wp-content/uploads/2016/02/Policv-on-related-party-transactions.doc.pdf. The related partytransactions, wherever necessary are carried out by company as per this policy. The policyhas not been changed.
The paid up equity share capital of the company as on March 31, 2024 was Rs.11,09,71,090. During the year under review, No changes occurred in the Share capital.
The company has not issued shares with differential voting rights nor granted stock optionsnor sweat equity during the year.
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to thebest of their knowledge and ability, confirm that:
a. In the preparation of annual accounts for the year ended 31st March, 2024, the applicableaccounting standards read with requirements set out under Schedule III to the Act, havebeen followed and there are no material departures from the same;
b. The Directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at March 31, 2024 and of the profit of theCompany for the year under review;
c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 2013 forsafeguarding 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 andthat such internal financial controls are adequate and are operating effectively; and
f. The Directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
The Company has received necessary declarations from all Independent Directors of theCompany confirming that they meet the criteria of being Independence laid down inSection 149(6) of the Companies Act. Also, the Independent Directors have complied withthe Code of Independent Directors prescribed in Schedule IV of the Act. There has been nochange in the circumstances which may affect their status as Independent Director duringthe year.
The Nomination and Remuneration Committee has laid down the criteria for director'sappointment and remuneration including criteria for determining qualification, positiveattributes and independence of a Director. The following attributes/criteria for selectionhave been laid by the Board on the recommendation of the Committee:
• the candidate should possess the positive attributes such as leadership, entrepreneurship,business advisor or such other attributes which in the opinion of the Committee are in theinterest of the Company;
• the candidate should be free from any disqualification as provided under Sections 164 and167 of the Companies Act, 2013;
• the candidate should meet the conditions of being independent as stipulated under theCompanies Act, 2013 and in SEBI (Listing Obligation and Disclosure Requirement)regulation, 2015, in case of appointment as an independent director; and
• The candidate should possess appropriate educational qualification, skills, experience andknowledge in one or more fields of finance, law, management, sales, marketing,administration, corporate governance.
Pursuant to Section 134(3)(e) read with Section 178(3)& (4) of the Companies Act, 2013,the policy on appointment of Board members including criteria for determiningqualifications, positive attributes, independence of a Director and the policy onremuneration of Directors, KMP and other employees is hosted on the website of theCompany i.e. www.advancesyntex.in There has been no change in the policy since lastfinancial year.
The Board of Directors has carried out an annual evaluation of its own performance, Boardcommittees and Individual Directors pursuant to the provisions of the Act.
The performance of the Board was evaluated by the Board after seeking inputs from all theDirectors on the basis of the criteria such as the Board composition and structure,effectiveness of Board processes, information and functioning, etc. The performance of theCommittees was evaluated by the Board after seeking inputs from the Committeemembers on the basis of the criteria such as the composition of Committees, attendance,prior study of materials given, participation at the meetings, level and effectiveness ofCommittee meetings, etc.
As per the requirement of Section 134(3)(a) read with Section 92(3) of the Companies Act,2013, the Annual Return for the year 2023-24 has been placed on the website of theCompany. The weblink of the same is www.advancesyntex.in
20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITIONOF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF FINANCIAL YEAR OFTHE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THEREPORT:
There were no material changes and commitments that have affected the financial positionof the Company which have occurred between the financial year ended on March 31, 2024and the report dated 30th August, 2024.
The Business Responsibility Report under regulation 34 of SEBI (Listing Obligation andDisclosure Requirement) Regulations, 2015 is not applicable to Company for the year underreview ended 31st March, 2024. Therefore, there is no requirement to submit a separatereport by the company.
The provision relating to Corporate Social Responsibility as provided under Section 135 ofthe Companies Act, 2013 is not applicable to the Company.
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and DisclosuresRequirements) Regulation 2015, the Management Discussion and Analysis has been givenhereunder.
We believe that the following are our primary competitive strength:
Your Company has in-house facility for production of raw materials required tomanufacture Lacquered (Coated) Metalized Polyester Film (LMPF). The major rawmaterials required to produce LMPF are Metalized Polyester Film and resins, which areproduced in house by us. This enables us to maintain high quality production standardsand also helps us in minimizing production time and bringing cost effectiveness.
The Company believes in providing our customers the best possible quality products. Thescale of operations and experience of our Promoter in the business enables our Companyto produce quality products. The Company believes that quality products enable it tocompete with the other players in the market. The Company also believes that theinvestment in technology shall allow it to provide quality products to its customers anddifferentiate it from other competitors. Since, our Company is dedicated towards qualityproducts, processes and inputs; Company gets repetitive orders from our clients, as we arecapable of meeting their quality standards.
Mr. Bhavan Dhirendra Vora - Managing Director, is engaged in manufacturing business,and has a proven background and rich experience of more than 24 years in our industry.Also, our Company is managed by a team of experienced personnel. The team comprisesof personnel having operational and business development experience. We believe thatour management team's experience and their understanding of our industry will enable usto continue to take advantage of both current and future market opportunities. It is alsoexpected to help us in addressing and mitigating various risks inherent in our business,including significant competition, the global economic crisis.
We believe that we constantly try to address customer needs around a variety of products.Our existing customer relationships help us to get repeat business from our customers.This has helped us maintain a long term working relationship with our customers andimprove our customer retention strategy. We have existing customer relationship withcompanies for a long time which gets us repeat orders. We believe that our existingrelationship with our customers represents a competitive advantage in gaining newcustomers and increasing our business.
We have acquired raw materials from several suppliers and have contacts with them for along time. We believe that our strong relationships with suppliers will enable us to continueto grow our business. Due to our long time relationships with our suppliers, we get qualityand timely supplies of raw materials. This enables us to manage our inventories and supply
quality products on timely basis to our customers. This in turn has enabled us to generaterepeat business.
We intend to pursue the following principal strategies to leverage our competitivestrengths and grow our business:
Our Company intends to improve operating efficiencies to achieve cost reductions so tohave a competitive edge over the competitors. We believe that this can be done throughcontinuous process improvement, customer service and technology development.
Our Company believes that business is a by-product of relationship. The business model isbased on client relationships that are established over period of time. Our Companybelieves that a long-term client relationship with large clients fetches better dividends.Long-term relations are built on trust and continuous maintaining of the requirements ofthe customers. It forms basis of further expansion for our Company, as we are able tomonitor a potential product/ market closely.
This is a continuous process in our organization and the skills we impart in our people givesimportance to clients. We aim to do this by leveraging our marketing skills & relationshipsand further enhancing customer satisfaction. We plan to increase our customers bymeeting orders in hand on time, maintaining our client relationship and renewing ourrelationship with existing buyers.
We have a team of professionals to look after production, commercial and marketingdivisions of our Company. We believe in transparency, flow of information, andcommitment to the work among our work force and with our valuable customers,suppliers, investors, government authorities, banks, financial institutions etc. Over a periodof time, we have been able to build-up an image that can be matched with our competitors.We will consistently put efforts among its group of experienced employees to transformthem into an outstanding team of empowered professionals which helps in furtheraccelerating the wheels of development of the Organization.
Our Company constantly endeavors to improve our service process, and will increasemanufacturing process to optimize the utilization of resources. We have investedsignificant resources, and intend to further invest in our activities to develop customizedsystems and processes to ensure effective management control. We regularly analyze our
existing policies to be carried out for operations of our Company which enables us toidentify the areas of bottlenecks and correct the same. This helps us in improving efficiencyand putting resources to optimal use.
The efficiency of the marketing and sales network is important success factor of ourCompany. Our success lies in the strength of our relationship with our customers who havebeen associated with our Company for a long period. Our marketing team along with ourpromoter through their experience and good rapport with customers owing to timely andquality delivery of service plays an instrumental role in creating and expanding the salesnetwork of our Company. In order to maintain good relation with our customers, ourpromoter and our marketing team regularly interacts with them and focuses on gaining aninsight into the additional needs of our customers. Our prime consideration for customerselection is timely payments and consistency in purchases. Due to our presence acrossmultiple segments, we have been able to maintain sufficient volumes and margins in ourbusiness. The Company's marketing strategy is poised towards maintaining a mutuallyfruitful relationship with its customers by continuous servicing and product refinement.Further, we intend to focus on increasing our Geographical reach by entering new marketsand appointment of dealers and agents in developing markets.
Our Industry is fragmented consisting of large established players and small niche players.We face substantial competition for our products from other manufacturers in domesticmarket. Our competition varies for our products and regions. We compete with othermanufacturers on the basis of product range, product quality, product designing andproduct price including factors, based on reputation, regional needs, and customerconvenience. While these factors are key parameters in client's decisions matrix inpurchasing goods; product designing, product range, product quality and product price isoften the deciding factor in most of the dealings.
Your Company operates in such an area where a large market exists but with hugecompetition. Your Company's products are well-received in the market. However, theCompany has been through different marketing initiatives carving its way with moderatesuccess.
Macro economic risks: Risks emanating from changes in the global markets such as therecent financial meltdown, regulatory or political changes, and alterations in thecompetitive landscape could affect the Company's operations and outlook. Any adversemovements in economic cycles in the Company's target markets could have a negativeimpact on the Company's performance. This risk is mitigated to some extent due to the
Company's presence in multiple, diverse markets.
Risk related of Raw Materials: Risks associated with key procurement relationships include:
a. The availability of raw materials, more particularly LMPF are Polyester Film AluminumWire, Chemicals and resins.
b. The price of raw materials may be subject to material changes in worldwide pricing levels;
c. Input costs such as freight and electricity may be inconsistent or prices may increase; and
d. Key supplier relationships may be lost or impaired, contracts renewed on less favorableterms or key suppliers may cease or reduce their operations.
e. Changes in technology;
f. Changes in political and social conditions in India or in countries that we may enter, themonetary and interest rate policies of India and other countries, inflation, deflation,unanticipated turbulence in interest rates, equity prices or other rates or prices;
g. Loss of one or more significant customers
h. Exchange rate fluctuations;
However, the Company plans well in advance to procure the raw materials and purchasesits Raw Materials from the domestic reputed supplier located in different parts of thecountry to mitigate risk relating to availability of raw materials.
The Company has adequate internal control systems including suitable monitoringprocedures commensurate with its size and the nature of the business. The internal controlsystems provide for all documented policies, guidelines, authorization and approvalprocedures. The Company has appointed internal auditor who carries out auditsthroughout the year. The statutory auditors while conducting the statutory audit, reviewand evaluate the internal controls and their observations are discussed with the Auditcommittee of the Board.
The Company's internal control systems are supplemented by an Internal Audit Programand periodic reviews by the Management. The Company has Independent Audit Firm asits Internal Auditors and the Management reviews its findings and recommendations atperiodic intervals. The Company's internal control system is adequate considering thenature, size and complexity of its business.
f. Human Resources/Industrial Relations:
Employees are our greatest strength and the foundation of our Company. They play apivotal role in offering better product quality, design and services to our customer. Weensure that employees gain ample opportunities for personal and professional growth.High quality recruitment supports the talent management practices of the Company. Toaugment the journey of internationalization of the Company and create a multiculturalwork force, strengthening leadership cadre with appropriate domain competencies hasbeen done. The Company continues to foster a high performance culture by recognizinggood performers and providing them with career enhancing opportunities. Several HRinitiatives have been taken for the strategic alignment of the HR function with the businessobjectives. These initiatives encompass employee engagement, learning & developmentbesides improved internal communication mechanism with employees.
g. Cautionary Statement:
Statements in the Management Discussion and Analysis describing the Company'sobjectives, projections, estimates, expectations may be 'forward looking statements'within the meaning of applicable securities laws and regulations. Actual results could differmaterially from those expressed or implied. Important factors that could make a differenceto the Company's operations include financial position of the company, economicconditions affecting demand / supply, price conditions in the domestic and overseasmarket in which the company operates, changes in the government regulations, tax lawsand other statutes.
The demand for Zari and polyester film industry is expected to improve on account ofgovernment focus on "Make in India" concept and export promotion schemes which willpositively steer the overall market as compared to last couple of years and a forecastedgrowth in the long-term.
2023-2024 (Rs.)
2022-2023 (Rs.)
Total Income
Total Expenses
2,26,42,620
23,24,33,443
Profit before tax
Tax Expenses
(7,37,058)
58,16,133
Profit After Tax
(1,71,76,617)
Total revenue of the company has been increased as compared to previous financial yearwhich results in increment of the profitability of your Company due to continuousenhancement in demand of the products and diversification of business.
Conservation of Energy: The Company ensures that the operations are conducted in themanner whereby optimum utilization and maximum possible savings of energy is achieved.The Company has not made any capital investment for conservation of energy.
Technology absorption: Your Company has not taken new technology for absorption andhence it has neither imported any technology nor made any expenditure on research and
developments. The Company does not carry out any research and development activities.Foreign Exchange Earnings and Outgo:
Foreign Exchange earnings andoutgo (Amt. in Rs.):
2023-2024
2022-2023
Foreign Exchange earnings
Foreign Exchange outgo
The Equity share of the Company was listed on the main platform of BSE w.e.f. July 01,2019.
Thus in terms of Regulation 15(2) (b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the corporate governance provisions are applicable tothe Company for Financial year 2023-2024. The Company has furnished the same as anAnnexure-III.
The Company's commitment to excellence in Health and Safety is embedded in theCompany's core values. The Company has a stringent policy which drives all employees tocontinuously break new ground in safety management for the benefit of people, property,environment and the communities where we operate on sites.
The Company respects human rights, values its employees and their communities. TheCompany considers safety, environment and health as the management responsibility.Regular employee training programs are in place throughout the Company on Safety,Environment and Health and has well identified and widely covered safety managementsystem in place for ensuring , not only the safety of employees but surrounding populationof the project sites as well.
The Company has zero tolerance for sexual harassment at the workplace and has adopteda Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace,in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto, with the objective ofproviding a safe working environment, where employees feel secure. The Company hasconstituted an Internal Committee headed by the Woman Director with other womenemployees, is also set up to redress complaints received which are monitored by womensupervisors who are fully aware of the Policy and redressal mechanism. All employees ofthe Company, those of contractors as well as trainees are covered under this Policy. Nocomplaint was received from any employee during the financial year 2023-2024 and hence
no complaint is outstanding as on 31.03.2024 for redressal.
There is a Vigil Mechanism Policy in the Company and that no personnel have been deniedaccess to the Chairman of the Audit Committee. The policy provides for adequatesafeguards against victimization of persons who use vigil mechanism. The same has beenupdated on the website of the company and the web link is https://advancesyntex.in/wp-content/uploads/2023/06/VIGIL-MECHANISM.pdf
Refer Sub-clause (D) in Clause 26 "Management Discussion and Analysis".
The Company does not have any Subsidiary, Joint Venture or Associates Company.
31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'SOPERATIONS IN FUTURE:
There is no order passed by the regulators or courts or tribunals impacting the goingconcern status and company's operations in future.
Pursuant to the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, no employee was drawing remuneration in excess of thelimits set out in the said rules and hence no information is provided in this regard.
M/s V. J. Amin & Co., Chartered Accountants, Vadodara the Statutory Auditors, resignedon 30.08.2024 and the Board and Audit committee has accepted the same.
Accordingly, being eligible, appointment of M/s. VRAJM & Associates, CharteredAccountants, Vadodara (FRN: 121458W), as Statutory Auditor of the Company is proposed,for a term of Five year to hold office from the conclusion of the 34th AGM to be held in theyear 2024 until the conclusion of 39th AGM to be held in the year 2029, subject to theapproval of the Members at the AGM to be held in the year 2024.
The Company has placed the matter of their appointment as Statutory Auditors of theCompany for the approval of the members at this Annual General Meeting.
The Auditors' Report for the financial year ended March 31, 2024 does not contain anyqualification, reservation, adverse remark or disclaimer.
In terms of Section 204 of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 framedthereunder,
Mr. Devesh R Desai, Practicing Company Secretaries, Vadodara, was appointed asSecretarial Auditors of the company for the financial year 2023-2024. The Secretarial AuditReport as Submitted by them in the prescribed form MR-3 is attached as Annexure - "II"and forming part of this Report.
The Company has adopted a code of conduct for Regulating, Monitoring and Reportingtrading by Insiders in securities of the company. The code requires pre-clearance fordealing in the company's securities and prohibits the purchase or sale of securities of thecompany by the directors and the Directors while in possession of unpublished pricesensitive information in relation to the company and during the period when the tradingwindow is closed. The company has also adopted a Code of Practices and Procedures forFair Disclosure and Conduct of Unpublished price Sensitive information to formulate astated framework and policy for prompt and fair disclosure of events and occurrences thatcould impact price discovery in the market for securities of the company. The policy isavailable on website i.e. www.midasglitter.com of the Company.
The Board places on record its deep appreciation for the continued support received fromvarious clients, vendors and suppliers and Bankers, Government Authorities, employees atall levels and stakeholders, in furthering the interest of the Company.
Managing Director Whole Time Director
DIN: 01613974 DIN: 06718711
Date : 30.08.2024Place: Vadodara