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Banswara Syntex Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 493.46 Cr. P/BV 0.97 Book Value (Rs.) 148.71
52 Week High/Low (Rs.) 189/112 FV/ML 5/1 P/E(X) 4.38
Bookclosure 05/08/2023 EPS (Rs.) 32.93 Div Yield (%) 2.08
Year End :2018-03 

Dear Shareholders,

The Directors are pleased to present the 42nd Annual Report of the Company together with its Audited Financial Statements for the year financial ended 31st March, 2018.

(Rs. in Lakhs)

Financial review

Current year 2017-18

Previous year 2016-17

Gross Income

1,29,508

1,25,449

Net Income

1,29,299

1,24,433

Profit before interest, depreciation & tax

12,756

14,608

Profit before depreciation & tax

6,843

8,305

Less: Depreciation

5,757

5,763

Profit before tax

1,086

2,542

Tax Expenses

295

643

Profit after Tax

792

1,899

Other comprehensive Income

194

(28)

Total comprehensive Income

985

1,871

Dividend on Equity Shares (for 2017-18 proposed)

171

171

Tax on Dividend

35

35

Earnings per share (Rs.) : Basic

4.63

11.09

Diluted

4.63

11.09

Operations & state of affairs

The production of yarn during 2017-18 has been 298 lakh kgs. as against 302 lakh kgs. during 2016-17, while the production of fabric was 349 lakh mtrs. during 2017-18 as against 342 lakh mtrs. during 2016-17. The garment production has increased by 9.35% from 36.15 lakh Pieces to 39.42 lakh pieces over the period.

Your Company's net income from operations during 2017-18 has been Rs.1293 crore as against Rs.1244 crore during 2016-17.

The profit before interest, depreciation and tax (PBIDT) during 2017-18 is Rs.127 crore as against ' 146 crore during

2016-17. The profit before depreciation and tax (PBDT) has been Rs.68 crore as against Rs.83 crore during 2016-17. The post tax net profit of the Company during 2017-18 was at Rs.7.92 crore.

The basic and diluted EPS for the year 2017-18 is Rs.4.63 as against Rs.11.09 for the year 2016-17.

Your Company has charged depreciation on property, plant and equipment as per the provisions of Schedule II of the Companies Act, 2013.

There has been no change in the nature of Company's business during the year as it remains in the business of manufacturing and marketing of the textile products.

The Company has prepared its Financial Statements as per applicable provisions of Ind-AS (Indian Accounting Standards) for the year 2017-18.

Exports

During the year, the export turnover of the Company has been Rs.570 crore as against Rs.568 crore during 2016-17. The 44 % share of export turnover in the net income for the year 2017-18, has been maintained at same level as previous year.

During the year under report, the Company's marketing as well as design and development teams continued to participate in the international trade fairs and meetings with the customers abroad for regular feedback of market trends, demand, etc. in the international market.

Dividend

Your Directors are pleased to recommend dividend of Rs.1/per equity share i.e. @ 10% (previous year '1/- per share) for the financial year 2017-18. The total dividend payout on equity shares for the year will absorb Rs.1.71 crore (previous year - Rs.1.71 crore) with outgo of '0.35 crore by way of tax on dividend (previous year - Rs.0.35 crore).

The dividend, when paid, will be charged to Profit & Loss account of financial year 2017-18 in compliance of amended provisions of Ind-AS 10.

The Company has transfered unclaimed Dividend amount upto the year 2009-10 and interim dividend for 2010-11to the IEPF.

Share capital

There has been no change in share capital of the Company during the year 2017-18.

Expansion, diversification and modernization

During the year, the Company invested Rs.32.21 crore for acquisition of property, plant and equipment. As at 31st March, 2018, the capital-work-in progress stood at Rs.5.36 crore and advances to the capital goods' suppliers aggregated Rs.2.11 crore, as against Rs.4.00 crore and Rs.3.44 crore respectively at the beginning of the year.

The total production capacity of the Company as at 31st March, 2018 for yarn is 159144 ring spindles, including 21120 spindles for worsted yarn spinning, 592 Air Jet spindles, 421 shuttle less looms, 34 Air Jet jacquard looms, 10 stenters with processing capacity of 5 million mtrs. per month and 4.09 lakhs pieces of garments per month.

Subsidiaries, Joint Ventures and Associates

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of Joint Venture Company are not being attached with the Annual Report of the Company. However, pursuant to Section 129 of the Companies Act, 2013, the financial information of Tesca Textiles & Seat Components (India) Pvt. Ltd. (formerly Known as Treves Banswara Private Limited), the Joint Venture Company, is disclosed in the Annual Report in compliance with the provisions of the said circular. The Company will make available the Annual Financial Statements of the Joint Venture Company and the related detailed information to any member of the Company who requests for the same. The Annual Financial Statements of the Joint Venture Company will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements for financial year ended 31st March, 2018 presented by the Company include the Financial Statements of its Joint Venture Company. Pursuant to the first proviso to Section 129(3) of the Companies Act, 2013 and Rules 5 and 8(1) of the Companies (Accounts) Rules, 2014, the salient features of the financial statements, performance and financial position of the Joint Venture Company in Form AOC-1 is furnished as Annexure - I to this Report.

The Company has framed a policy for determining Material Subsidiaries, which has been uploaded on the Company's weblink- http://banswarasyntex.com/financials/policy detm materiality.pdf

Subsidiary

During the financial years Company had no any subsidiary Company.

Joint Venture

Your Company holds 50% of the paid up share capital of Joint Venture Company i.e. Tesca Textiles & Seat Components (India) Private Limited (formerly Known as Treves Banswara Private Limited). The balance 50% of share capital is held by Treves Textiles & Seats Components, France.

During the financial year 2017-18, Tesca Textiles & Seat Components (India) Private Limited (formerly Known as Treves Banswara Private Limited) produced 5.05 Lakh mtrs. of Laminated Fabric and 250661 pcs. of Embossed Panel parts and Flex. Total turnover of this JV Company during financial year 2017-18 was Rs.2506.04 lakh (previous year Rs.1445 lakh) with net profit of Rs.101.28 lakh as against Rs.28 lakh in the previous year.

Associates

During the financial years Company had no any Associate Company.

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 Venture and also as per Section 129 of the Companies Act, 2013, the audited Consolidated Financial Statements are furnished in the Annual Report.

Thermal Power Plant

Both units of Captive Thermal Power Plant (33 MW) are working satisfactorily. Your Company is meeting its requirements of coal from domestic sources as well from imports.

Finance

During the year 2017-18, the Company got disbursements of long term loan of Rs.19.63 crore from Union Bank of India and Rs.1.32 crore from IDBI Bank for acquisition of fixed assets and financing working capital requirements. The repayments of term loans made during the year aggregated Rs.59.98 crore.

The Company's bankers have been providing need-based working capital after the review of its requirements from time to time.

Contribution to Exchequer

During the year, your Company contributed Rs.24.86 crore to the Government Exchequer by way of Excise Duty, Service Tax, Goods & Services Tax, Value Added Tax (VAT), Income Tax, Dividend Distribution Tax and other payments.

Corporate Governance/Management Discussion & Analysis Report

As per the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 "SEBI (LODR)", the Company has adopted a Code of Conduct which is applicable to the members of the Board, Key Managerial Personnel and Senior Management Staff. The Company fully complies with the Corporate Governance practices as enunciated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Corporate Governance Report and Management Discussion & Analysis Report which form part of this report are annexed as Annexure - II.

Fixed Deposits

As per the provisions of the Companies Act, 2013, 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 2017-18, the Company accepted deposits of Rs.1777 lakh, payment made Rs.529 lakh and had such deposits aggregating standing Rs.2855 lakh as on 31st March, 2018. There has been no default in repayment of deposits or interest thereon and no deposit was unclaimed or matured but not paid as on 31st March, 2018. 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 CRISIL Rating Agency and also opened the Fixed Deposits Repayment Reserve Account with a schedule Bank for fixed deposits maturing during the financial years 2018-19 and 2019-20.

Corporate Social Responsibility Initiatives

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 environment, women and children empowerment, health care, etc. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

As required under Section 134 (3)(o) and Policy Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities, forming part of the Directors' Report, is annexed as Annexure-III.

Risk Management

The risk assessment and minimization procedures are in place and the Board is kept regularly informed about the business risks and the steps taken to mitigate the same. The risk management is reviewed periodically by the Audit Committee and Board of Directors.

Internal Control System and its adequacy

The Company has Internal 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 reports to the Audit Committee of the Board. The internal control system and its adequacy has been audited by M/s Kalani & Co., a reputed firm of Chartered Accountants, Jaipur.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies at all locations of the Company. Based on the reports of the internal auditors, the process owners undertake corrective actions in their respective areas and thereby strengthen the controls. The report on major observation of internal auditors and action taken thereon is regularly reported to Audit Committee on a quarterly basis.

Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a mechanism to its Directors and employees to report their concerns about unethical, behavior, actual or suspected trend to Company's Code of Conduct, During the year, no such event was reported. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism, and allows direct access to the chairperson of the audit committee in exceptional cases. The details of the policy are explained in the Corporate Governance Report and also posted on website of the Company at http://banswarasyntex.com/financials/VIGIL MECH WB POLICY.pdf

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance policy for sexual harassment of women at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. As required under law, an Internal Compliance Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassment at the work place.

The Company has not received any complaint on sexual harassment of women at work place during the financial year 2017-18.

Directors

a) Retirement by rotation and subsequent re-appointment:

Shri Rakesh Mehra Vice Chairman of the Company is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 and being eligible offers himself for reappointment. Appropriate resolution for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The Brief profile of Shri Rakesh Mehra and other related information required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been detailed in the Notice convening the 42nd AGM of your Company.

b) Re-appointment of Independent Directors:

The term of office of Shri Kamal Kishore Kacholia, Shri P. Kumar, Shri D. P. Garg, Shri Vijay Mehta, Dr. S.B. Agarwal and Shri Vijay Kumar Agarwal, as Independent Directors expires on 31st March, 2019. The Board of Directors based on performance evaluation of all the above Independent Directors, recommends their reappointment to the shareholders for further second term of five (5) consecutive years commencing from 1st April, 2019. Brief profile of all the above Independent Directors and other related information required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been detailed in the Notice convening the 42nd AGM of your Company.

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, Independent Directors fulfill the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent from Management.

The Company has formulated a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors including the Chairman and executive Directors.

Key Managerial Personnel

There has been no change in the Key Managerial Personnel of the Company during the year 2017-18.

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 Companies Act, 2013 and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Evaluation

Pursuant to the provisions of Section 134 of Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a formal performance evaluation of the Board, Committees and Individual Directors including the Chairman. The exercise was carried out through a structured evaluation process starting with a questionnaire sent to all Directors followed by discussions in specific manner covering various aspects such as composition of the Board and its Committees, effectiveness of the process, and actual functioning, etc.

The performance of individual Directors was reviewed on the basis of criteria such as the contribution of the individual Director in the Board and Committee meetings. Performance of non Independent Directors and the Board as a whole was evaluated in a specifically convened meeting of Independent Directors followed by deliberations in Nomination and Remuneration Committee meeting taking account the view of the Executive Directors.

Separate exercises were carried out to evaluate the performance of individual Directors, including the Chairman and Whole Time Directors, on specific parameters such as attendance, contribution, independent judgment, safeguarding the interest of minority shareholders etc, in the specifically convened meetings of Independent Directors and Nomination and Remuneration Committee before consideration by the Board. The Chairpersons of the respective Committees, shared their reports with the Board. The Directors express their satisfaction on implementation of evaluation process.

Nomination and Remuneration Policy The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for appointment of Directors, Key Managerial personnel and Senior Management Staff as also their remuneration. The Nomination and Remuneration Policy is and also posted on the website of the Company at http://banswarasyntex. com/financials/NOMINATION POLICY.pdf.

Familiarization Programme of the Independent Directors

The Familiarization programme of the Independent Directors was conducted twice during the year 2017-18. For details of the familiarization programme for Independent Directors, details are furnished in Corporate Governance Report annexed hereto as Annexure-II.

Related Party Transactions

All related party transactions executed during the financial year 2017-18 were carried out on an Arm's Length basis and carried out in the ordinary course of business.

Details of all related party transactions are reported to the Audit Committee for scrutiny / review and to refer for approval of the Board. The particulars of the contracts or arrangements entered into with related parties referred to in sub section (1) of Section 188 of the Companies Act, 2013 are indicated in Form AOC-2 which forms part of this report as Annexure-IV.

Board Meetings

Four meetings of the Board of Directors were held during the financial year i.e. on 25th May, 2017, 8th September, 2017, 12th December, 2017 and 14th February, 2018. Frequency and quorum, etc. at these meetings were in conformity with the provisions of the Companies Act, 2013, the "SEBI (LODR)" and Secretarial Standard-1, details are furnished in Corporate Governance Report annexed hereto as Annexure-II.

Directors' responsibility statement

As required under Section 134 (5) of the Companies Act, 2013 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, 2018, 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, 2018 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 Companies Act, 2013, 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.

Audit Committee

In accordance with the requirement of Section 177 of the Companies Act, 2013 and provisions of Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted the Audit Committee which comprises 4 (Four) Members viz. Shri P. Kumar (Chairman), Shri Kamal Kishore Kacholia and Dr. S. B. Agarwal, Independent Directors and Shri Ravindra Kumar Toshniwal, Managing Director.

The composition, role, functions and powers of the Audit Committee are in accordance with the applicable laws and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are furnished in Corporate Governance Report annexed hereto as Annexure-II.

Auditors

Statutory Auditor

M/s. K. G. Somani & Co., Chartered Accountants, New Delhi (Firm Registration No. 006591N), were appointed as Statutory Auditors of the Company, for 5 years i.e. from 2017-18 to 2021-22, by the shareholders in their meeting held on 14th September, 2017. Accordingly, they hold office as the Auditors of the Company until the conclusion of the 46th Annual General Meeting. They have furnished a Certificate to the effect that they fulfill the requirements under the provisions of the Sections 139 and 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

Statutory Auditors' 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 in the matter of non- payment of Custom Duty of Rs.298.13 Lakh for which the matter is under appeal before CESTAT, Ahmedabad and at Hon'ble Rajasthan High Court, Jodhpur and non-payment of Income Tax of '587.61 lakh for which the matter is under appeal with CIT (Appeals), Udaipur. These liabilities will be met, if necessary, on final decisions of the respective Appellate Authorities.

Tax Auditor

As per the requirement of Section 44AB of the Income Tax Act, 1961, M/s Kalani & Company, Chartered Accountants (Registration No.000722C), Jaipur, had been appointed as Tax Auditors of the Company for the financial year 2017-18. M/s Kalani & Co. have been re-appointed for the financial year 2018-19 and their remuneration fixed as per the recommendation of the Audit Committee.

Cost Auditor

M/s. K.G. Goyal & Company, Cost Accountants (Registration No. 000017) carried out the cost audit for applicable businesses during the year. The Company has re-appointed M/s. K.G. Goyal & Company, Cost Accountants (Registration No. 000017), as Cost Auditors of the Company for the financial year 2018-19. They have furnished a Certificate to the effect that their appointment, if made, would be in accordance with the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

As required under the Companies Act, 2013, a resolution seeking members' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

The Companies (Accounts) Amendment Rule, 2018 mandate the company to disclose maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and accordingly such accounts and records, are made and maintained by the Company.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014, the Company had appointed V.M. & Associates (FRN: P1984RJ039200) Jaipur, a firm of Company Secretaries in practice, to undertake the secretarial audit of the Company for the financial year ended 31st March, 2018. The report of the Secretarial Audit is annexed as Annexure-V. As regards the auditors' observations, these are self explanatory and do not call for any comments.

On the recommendation of the Audit Committee, the Board of Directors has re-appointed V.M. & Associates as Secretarial Auditors to carry out secretarial audit for the financial year 2018-19 also.

Particulars of loans given, investments made, guarantees given and security provided

The Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Energy conservation, technology absorption & foreign exchange earnings and outgo

Information pursuant to the provisions of Section 134 (3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in relation to conservation of energy consumption, technology absorption, foreign exchange earnings and outgo, is annexed and marked as Annexure-VI, which forms part of this report.

Insurance

All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured. Dematerialization of shares

In pursuance of SEBI /Stock Exchange directions, your Company has offered demat option to its esteemed shareholders so as to enable them to trade the shares in the demat form. In response, 98.22% shares have been converted into demat form up to 31st March, 2018, The stock code number in NSDL and CDSL for equity shares of the Company is ISIN - INE 629 D01012.

Particulars of employees

During the year under report, 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.

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, pertaining to the employees is annexed as Annexure-VII.

Further, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure-VIII.

Significant and material orders passed by the Regulators or Courts

There have been no significant or material orders passed by the Regulators or Court/Tribunal, during the year under report that would impact the going concern status of the Company and its future operations.

Extract of Annual Return

An extract of Annual Return for the financial year ended 31st March, 2018 as required under Section 92(3) of the Companies Act, 2013, in Form MGT-9 is annexed as Annexure-IX.

Material changes and commitments

There were no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the company.

Acknowledgments

Your Directors wish to express their gratitude for the guidance and co-operation received by the Company from the financial institutions, banks, various Central & State Government Departments and 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

Banswara Syntex Limited

R. L. TOSHNIWAL

Place: Mumbai CHAIRMAN

Dated: 13th August, 2018 DIN: 00106933


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