To,
The Shareholders
VERA SYNTHETIC LIMITED
(Earstwhile known as Vera Synthetic Pvt. Ltd.)
Your Directors have pleasure in presenting the 24THAnnual Report on the
business and operations of the Company and the Audited Accounts for the Financial Year
ended 31st March 2023.
1. SUMMARY OF FINANCIAL RESULTS:
Particulars |
Current |
Previous |
|
Year |
Year |
|
2022-23 |
2021-22 |
Total Revenue from operations |
40,87,54,220 |
35,24,13,034 |
Total Expenditure |
38,42,20,390 |
32,59,37,940 |
Profit / (Loss) Before Tax |
2,45,33,829 |
2,64,75,094 |
Provision for Taxation |
|
|
(1) Current Tax |
58,30,144 |
68,01,533 |
(2) Deferred Tax |
5,09,179 |
266.80 |
(3) Income-tax adj. of earlier years |
|
|
Profit / (Loss) after Tax |
1,81,94,505 |
1,96,73,294 |
Earning Per Equity Share: |
|
|
(1) Basic |
3.69 |
3.99 |
(2) Diluted |
3.69 |
3.99 |
The Operational Income of the Company has been increased to Rs.40,87,54,220/- compared
toRs.35,24,13,034/- in the previous year. Total expenditure has been increased fromRs.
38,42,20,390/- toRs.32,59,37,940/-
2. DIVIDEND:
With a view to finance expansion from internal accrual for the growth of the Company,
thedirectors do not recommend any dividend for the year ended March 31, 2023.
3. OPERA TIONAL HIGHLIGHTS AND PROSPECTS:
This was a normal year for your Company as it has achieved satisfactory profit.
4. CREDIT FACALITIES
The Company has been optimally utilizing its 'fund based' and 'non-fund based' working
capital requirements as tied up with STATE BANK OF INDIA. During the year under review,
the Company was comfortable in meeting its financial requirements. Effective financial
measures have been continued to reduce cost of interest and bank charges.
5. SHARE CAPITAL AND CHANGES
During F.Y. 2022-23, there is no changes in the capital structure of Company.
6. MATERIAL CHANGES
There are no significant events affecting the financial position between the end of the
financial year and date of the Report.
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE
I and is enclosed to this report.
8. RISK MANAGEMENT:
The Company has framed a sound Risk Management Policy to identify and evaluate business
risks and opportunities and the same has become integral part of the Company's day to day
operations. The key business risks identified by the Company are Industry risk, Management
and Operations risk, Market risk, Government policy risk, Liquidity risk, and Systems
risk. The Company has in place adequate mitigation plans for the aforesaid risks. The
Policy on Risk Management is available on website of the Company under tab
Investors/Policies/Risk Management Policy.
9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review and hence the furnishing the said
information's not applicable except transaction with directors which are executed at arm's
length in ordinary course of business for which details are provided in audit report.
11. CHANGE IN NATURE OF BUSINESS, IF ANY
There is no change in the nature of the business of the Company during the year.
12. RELATED PARTY TRANSACTIONS:
There were no materially significant related party transactions with the Company's
Promoters, Directors, Management or their relatives, which could have had a potential
conflict with the interests of the Company. Transactions with related parties entered by
the Company in the normal course of business are periodically placed before the Board for
its Omnibus approval and the particulars of contracts entered during the year as per Form
AOC-2 is enclosed as ANNEXURE II.
The advances were given to directors as advance/ security deposit to transact business
at arm's length in ordinary course of business. But due to unavoidable circumstances the
business could not be carried out and therefore the advances / security deposit given to
directors were returned back within one year of time period. The Company as has taken
cautious steps so that no default is made and interest of stakeholders is not affected at
large.
The Board of Directors of the Company has, on the recommendation of the Audit
Committee, adopted a policy to regulate transactions between the Company and its related
parties, in compliance with the applicable provisions of the Companies Act 2013, the rules
made thereunder and the Listing Agreement. This policy was considered and approved by the
Board and has been uploaded on the website of the Company at www.sujlonropes.com under
Investors/ Policies/Policy on Related Party Transactions.
13. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review, there were no changes in the Directors and Key
ManagerialPersonnel.
Composition of Board of Directors:
Thus, the Board of Directors of Company is a balanced one with an optimum mix of
Executive and Non Executive Directors. They show active participation at the board and
committee meetings, which enhances the transparency and adds value to their decision
making. The Board of the Company is headed by an Executive Chairman. Chairman takes the
strategic decisions, frames the policy guidelines and extends wholehearted support to
Executive Directors, business heads and associates.
As on 31st March, 2023, the Board of Company consists of Six (6) Directors. The
composition and category of Directors as well as other details are as follow:
Sr. No. Name of the Director |
Category |
DIN |
No. of Board Meeting attended last year |
Whether attended last AGM |
No. of members hip in committee in other
Public Limited Company |
1 Mr. Sunil D. Makwana |
Promoter, Chairman & Managing Director |
00245683 |
05 |
YES |
NIL |
2 Mr. Devjibhai P. Makwana |
Promoter Group & Executive Director |
00359412 |
05 |
YES |
NIL |
3 Mr. Dinesh M. Patel |
Non Executive& Independent Director |
07931168 |
05 |
YES |
NIL |
4 Mr. Ravi B. Adhiya |
Non Executive& Independent Director |
07931175 |
05 |
YES |
NIL |
5 Mrs. BansariParin Shah |
Non Executive& Independent Director |
08695482 |
05 |
YES |
NIL |
6 Mrs. Meera Sunil Makwana |
Promoter Group & Whole time Director |
08277500 |
05 |
YES |
NIL |
Notes:
1. Directorships exclude Private Limited Companies, Foreign Companies and Section 8
Companies.
2. Chairmanship/Membership of Committee only includes Audit Committee and Stakeholders'
Relationships Committee in Indian Public Limited companies other than Vera Synthetic
Limited. Members of the Board of the Company do not have membership of more than ten
Board-level Committees or Chairperson of more than five such Committees.
3. None of the directors are related to each other except Mr. Sunil D. Makwana, Mrs.
Meera Sunil Makwanaand Mr. Devjibhai P. Makwana.
4. Details of Director(s) retiring or being re-appointed are given in notice to Annual
General Meeting.
5. Brief profile of each of the above Directors are given in the beginning of the
report.
BOARD EVALUATION:
The Companies Act, 2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual directors. Schedule
IV, of the Companies Act, 2013, states that the performance evaluation of independent
directors shall be done by the entire Board of Directors, excluding the director being
evaluated. The evaluation of all the directors and the Board as a whole was conducted
based on the criteria and framework adopted by the Board. The Board approved the
evaluation results as collated by the nomination and remuneration committee.
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried
out an annual performance evaluation of its own performance, the directors individually as
well as the evaluation of the working of its Audit, Nomination and Remuneration and
Compliance Committees.
BOARD COMMITTEES AND THEIR MEETINGS:
The Company has the following Committees of the Board along with details of its
compositions.
Sr. No. Name of Committee |
Members |
1 Audit Committee |
Mr. RavikumarAdhiya- Chairman Mrs. Bansari Shah- Member Mr. Dineshbhai Patel- Member
Mr. Sunil Makwana - Member |
2 STAKEHOLDER'S RELATIONSHIP COMMITTEE |
Mr. RavikumarAdhiya- Chairman Mrs. Bansari Shah- Member Mrs. Meera Sunil Makwana -
Member |
3 NOMINATION AND REMUNERATION COMMITTEE |
Mr. RavikumarAdhiya- Chairman Mrs. Bansari Shah- Member Mr. Dineshbhai Patel- Member |
1. Audit Committee
The Board has accepted all recommendations of the Audit Committee made during the
financial year 2021-22.
During the year under review, the Audit Committee of the Company met four (05) times
viz 16th May, 2022, 30th August 2022, 4th September,
2022, 14th November, 2022 and 11th March, 2023.
The detail of attendance of Members at the Audit Committee Meeting is as under:-
Sr. No. Name of the Member |
No. of meetings attended |
1 Mr. RavikumarAdhiya |
05 |
2 Mr. Dineshbhai Patel |
05 |
3 Mr. Sunil Makwana |
05 |
4 Mrs. Bansari Shah |
05 |
2. Stakeholder's Relationship Committee
During the year under review, the Stakeholder Relationship Committee of the Company met
once on 17thFebruary, 2023
The detail of attendance of Members at the Committee Meeting is as under:-
Sr. No. Name of the Member |
No. of meetings attended |
1 Mr. RavikumarAdhiya |
01 |
2 Mrs. BansariParin Shah |
01 |
3 Mrs. Meera Sunil Makwana |
01 |
3. Nomination and Remuneration Committee
During the year under review, the Nomination and Remuneration Committee of the Company
met once on 30thAugust, 2022.
The detail of attendance of Members at the Nomination and Remuneration Committee
Meeting is as under:-
Sr. No. Name of the Member |
No. of meetings attended |
1 Mr. Ravikumar Adhiya |
01 |
2 Mrs. Divyaben Mehta |
01 |
3 Mr. Dineshbhai Patel |
01 |
REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination and Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Policy on Nomination and Remuneration is available on the website of the
Company under Investors/Policies/Nomination and Remuneration Policy.
CODE OF CONDUCT:
The Board has laid down a Code of Conduct for all Board Members and Senior Management
of the Company which is posted on the website of the Company under Investors/Policies/Code
of Conduct. All Board Members and Senior Management Personnel have affirmed compliance
with the Code on an annual basis.
INSIDER TRADING:
The Board has in consultation with the Stakeholders' Relationship Committee laid down
the policy to regulate and monitor Insider Trading. The Committee regularly analyzes the
transactions and monitors them to prevent Insider Trading. The policy on Insider Trading
is available on the website of the Company under Investors/Polices/Code of Conduct for
prevention of Insider Trading Policy.
MEETINGS:
Number of Board meetings held during the Financial Year are as mentioned below:
Sr. No. Date of Board Meeting |
Chairperson |
1 16.05.2022 |
Mr. Sunil D. Makwna |
2 30.08.2022 |
Mr. Sunil D. Makwna |
3 04.09.2022 |
Mr. Sunil D. Makwna |
4 14.11.2022 |
Mr. Sunil D. Makwna |
5 11.03.2023 |
Mr. Sunil D. Makwna |
Number of General meetings held during the Financial Year are as mentioned below:
Sr. No. Date of General Meeting |
Type of General Meeting |
Chairperson |
1 30.09.2022 |
Annual General Meeting |
Shri Sunil D. Makwana |
DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
14. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
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 and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding 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; and
e) the directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
15. ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule
12 of the Companies (Management and administration) Rules, 2014 shall be uploaded at below
mentioned path of the company
https://suilonropes.com/investors/financials/annualreturn
16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint venture or Associate Company.
17. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
18. AUDITORS & AUDITORS' REPORT:
Statutory Auditor:
The Statutory Auditors M/s. Nirav Patel & Co, Chartered Accountants (FRN:134617W)
signified their willingness to be appointed and declared their eligibility to be appointed
as aStatutory Auditor of the Company. Shareholders has approved his appointment as a
statutory auditor as on 19th November, 2018.
Statutory Auditors' Report:
The observation made in the Auditors' Report read together with relevant notes thereon
are self explanatory and hence, do not call for any further comments under Section 134 of
the Companies Act, 2013.
There is no qualification, reservations or adverse remarks made by the Auditors.
Secretarial Audit
As per section 204 of the Companies Act 2013 Secretarial Audit for the Financial Year
2022-23 has been complied by the Secretaril Auditor M/s M K SAMDANI & CO. (Practising
Company Secretaries)The Secretarial Audit Report for the financial year ended 31st March,
2023 is annexed herewith marked as Annexure-IV to this Report. The Secretarial
Audit Report does not contain any qualification, reservation, adverse remark or
disclaimer.
Internal Auditor:
As per section 138 of the Companies Act 2013 Internal Audit for the Financial Year
2022-23 has been complied by the Internal Auditor M/s. SHAH RAJ AND ASSOCIATES., (F.R.No.
152644W) (Practising Chartered Accountant)
19. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management. The Company is following all the
applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The internal auditor of the Company checks and verifies
the internal control and monitors them in accordance with policy adopted by the Company.
The Company continues to ensure proper and adequate systems and procedures
commensuratewith its size and nature of its business.
20. SHARES:
Initial Public Offer:
The company has not any offered securities to public.
Buy-back of Securities:
The Company has not bought back any of its securities during the year under review.
Sweat Equity:
The Company has not issued any Sweat Equity Shares during the year under review.
Bonus Shares:
The Company has not issued any Bonus Shares during the year under review.
Employees Stock Option Plan:
The Company has not provided any Stock Option Scheme to the employees.
21. PARTICULARS OF EMPLOYEES:
None of the employee has received remuneration exceeding the limit as stated in Section
197 ofthe Companies Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration ofManagerial Personnel) Rules, 2014.
22. COST AUDIT
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Amendment Rule, the activity of your Company does not fall under any
sectors as specified under Rule 3 of Companies (Cost Records and Audit) Rules, 2014 and
hence, maintenance of cost records as well as the cost audit, as the case may be has not
been applicable to the Company for the Financial Year 2022-23. Company is MSME company
hence the cost audit is not applicable.
23. HUMAN RESOURCES:
During the period under review, the personal and industrial relations with the
employees remained cordial in all respects. The management has always carried out
systematic appraisal of performance and imparted training at periodic intervals. The
Company recognizes talent and has judiciously followed the principle of rewarding
performance.
24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at its workplace. The Company has
adopted an Anti-harassment Policy in line with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal
Complaint Committee are set up to redress complaints received regularly and are monitored
by women line supervisors who directly report to the Chairman & Managing Director. All
female employees are covered under the policy. There was no complaint received from any
employee during the financial year 2022- 23 and hence, no complaint is outstanding as on
March 31, 2023 for redressal.
25. MATERIAL CHANGES
There was no material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year to which this financial statements
relate on the date of report.
26. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There were no material orders passed by the regulators or court or tribunals impacting
the going concern status and company's operations in future
27. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report is appended as ANNEXURE Ill to
this Report.
28. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers, business associates,
consultants and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledge
gratefully the shareholders for their support and confidence reposed in the Company
Management Team.
Dated:06.09.2023 |
|
For and on behalf of the Board of Directors of VERA SYNTHETIC LIMITED |
|
SD/- |
SD/- |
Sunil Makwana |
Meera Sunil Makwana |
Chairman & MD |
Whole Time Director |
DIN: 00245683 |
DIN:08277500 |
|