The Board of Director's is pleased to present the 35th Annual Report of your company alongwith the Company's Audited Financial Statements for the financial year ended March 31,2025.
1. FINANCIAL RESULTS:
Particulars
For Year endedMarch 31, 2025
For Year endedMarch 31, 2024
Revenue from Operations
-
74,62,316
Other Income
39,178
Total Revenue
75,01,494
Gross Profit before Finance Cost, Depreciation andTax
(13,03,000)
(1,04,64,991)
Less: Finance Cost
91,000
5,40,369
Less: Depreciation
25,35,000
41,35,766
Profit before Prior Period Items and Tax
(39,29,000)
(1,51,41,127)
Exceptional Items (Expense)
18,04,54,000
4,78,60,466
Prior Period Items (Expense)
7,24,354
Misc. Exp. Written Off
Profit before Tax
(18,43,83,000)
(6,30,01,593)
Tax Expense:
(a) Current tax
(b) Deferred Tax
(2,27,000)
(14,61,412)
Profit for the Year
(18,41,56,000)
(6,22,64,534)
2. COMPANY'S PERFORMANCE:
During the Finanical Year 2024-25 Company is not carrying any business and due to whichRevenue From Opration & Income is Nil.
3. DIVIDEND:
The Company does not propose any Dividend for Financial Year 2024-2025.
4. TRANSFER TO RESERVES:
The Company does not propose to transfer any sum to the General Reserve of the
Company.
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. PRAFUL RAMANLAL PANDYA (DIN No. 03381212)Director of the Company is liable to retire by rotation at the ensuing Annual GeneralMeeting and, being eligible offers him for reappointment. Your Board has recommendedto 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 body
corporate 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'slength 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, 2025 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, 2025, 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 and
made 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, 2025 and of the profit of theCompany for the year under review;
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 otherirregularities;
c. The Directors had prepared the annual accounts on a 'going concern' basis ;
d. 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
e. 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 determining
qualifications, 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 2024-25 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, 2025and the report dated 30th August, 2025.
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, 2025. 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.
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 2024-2025. 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 henceno complaint is outstanding as on 31.03.2025 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.
29. 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 2024-2025. 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 the
company 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.
33. ACKNOWLEDGEMENT:
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.
For and on behalf of the Board
Mr. Bhavan Vora Mrs. Darshana Vora Director
Managing Director Whole Time Director
DIN: 01613974 DIN: 06718711
Date : 30.08.2025Place: Vadodara