To, The Shareholders VERA SYNTHETIC LIMITED
(Earstwhile known as Vera Synthetic Pvt. Ltd.)
Your Directors have pleasure in presenting the 25THAnnual
Report on the business and operationsof the Company and the Audited Accounts for the
Financial Year ended 31st March 2024.
1. SUMMARY OF FINANCIAL RESULTS:
| Particulars |
Current |
Previous |
|
Year |
Year |
|
2023-24 |
2022-23 |
| Total Revenue from operations |
39,45,09,656 |
40,87,54,220 |
| Total Expenditure |
36,99,35,841 |
38,42,20,390 |
| Profit / (Loss) Before Tax |
2,45,73,815 |
2,45,33,829 |
| Provision for Taxation |
|
|
| (1) Current Tax |
68,55,000 |
58,30,144 |
| (2) Deferred Tax |
(241000) |
5,09,179 |
| (3) Income-tax adj. of earlier years |
|
|
| Profit / (Loss) after Tax |
1,79,59,815 |
1,81,94,505 |
| Earning Per Equity Share: |
|
|
| (1) Basic |
3.64 |
3.69 |
| (2) Diluted |
3.64 |
3.69 |
The Operational Income of the Company has been decreased to
Rs.39,45,09,656/-compared toRs.40,87,54,220/- in the previous year. Total expenditure has
been decreased fromRs.38,42,20,390/-to,Rs.36,99,35,841/-
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,
2024.
3. OPERATIONAL 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. 2023-24, 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 risksand 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 Operationsrisk, Market risk, Government policy risk,
Liquidity risk, and Systems risk. The Company has inplace adequate mitigation plans for
the aforesaid risks. The Policy on Risk Management isavailable 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 informationis not applicable except transction 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, 2024, the Board of Company consists of Six (6)
Directors. The composition and category of Directors as well as other details are as
follow:
| Name of the Category |
DIN |
No. of |
Whether |
No. of |
| Director |
|
Board |
attended |
members |
|
|
Meeting |
last |
hip in |
|
|
attended |
AGM |
committe |
|
|
last year |
|
e in |
|
|
|
|
other |
|
|
|
|
Public |
|
|
|
|
Limited |
|
|
|
|
Company |
| 1 Mr. Sunil D. Promoter, |
00245683 |
06 |
YES |
NIL |
| Makwana Chairman & |
|
|
|
|
| Managing Director |
|
|
|
|
| 2 Mr. Devjibhai P. Promoter Group & |
00359412 |
06 |
YES |
NIL |
| Makwana Executive Director |
|
|
|
|
| 3 Mr. Dinesh M. Non Executive& |
07931168 |
06 |
YES |
NIL |
| Patel Independent |
|
|
|
|
| Director |
|
|
|
|
| 4 Mr. Ravi B. Non Executive& |
07931175 |
06 |
YES |
NIL |
| Adhiya Independent |
|
|
|
|
| Director |
|
|
|
|
| 5 Mrs. Non Executive& |
08695482 |
06 |
YES |
NIL |
| BansariParin Independent |
|
|
|
|
| Shah Director |
|
|
|
|
| 6 Mrs. Meera Sunil Promoter Group & |
08277500 |
06 |
YES |
NIL |
| Makwana Whole time |
|
|
|
|
| Director |
|
|
|
|
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, ofthe Companies Act, 2013, states that the performance evaluation
of independent directorsshall be done by the entire Board of Directors, excluding the
director being evaluated. Theevaluation of all the directors and the Board as a whole was
conducted based on the criteriaand framework adopted by the Board. The Board approved the
evaluation results as collated bythe 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 annualperformance evaluation of its own performance, the
directors individually as well as the evaluation of the working of its Audit, Nomination
and Remuneration and ComplianceCommittees.
BOARD COMMITTEES AND THEIR MEETINGS:
The Company has the following Committees of the Board along with
details of its compositions.
| 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 |
Mr. RavikumarAdhiya- Chairman |
| RELATIONSHIPd>
| Mrs. Bansari Shah- Member |
| COMMITTEE |
Mrs. Meera Sunil Makwana |
|
Member |
| 3 NOMINATION AND |
Mr. RavikumarAdhiya- Chairman |
| REMUNERATION |
Mrs. Bansari Shah- Member |
| COMMITTEE |
Mr. Dineshbhai Patel- Member |
1. Audit Committee
The Board has accepted all recommendations of the Audit Committee made
during the financial year 2023-24. During the year under review, the Audit Committee of
the Company met Six(06) times viz29TH May, 2023, 5thSeptember, 2023, 6th September, 2023,
10th November, 2023, 01st January, 2024 and 10th March, 2024. The detail of attendance of
Members at the Audit Committee Meeting is as under:-
| Name of the Member |
No. of meetings attended |
| 1 Mr. RavikumarAdhiya |
06 |
| 2 Mr. Dineshbhai Patel |
06 |
| 3 Mr. Sunil Makwana |
06 |
| 4 Mrs. Bansari Shah |
06 |
2. Stakeholder's Relationship Committee
During the year under review, the Stakeholder Relationship Committee of
the Company met once on 10th March, 2024 The detail ofattendance of Members at
the Committee Meeting is as under:-
| Name of the Member |
No. of meetings attended |
| 1 Mr. RavikumarAdhiya |
01 |
| 2 Mrs. Bansari Parin 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 onceon5th September, 2023. The detail of attendance of
Members at the Nomination and Remuneration Committee Meeting is as under:-
| Name of the Member |
No. of meetings attended |
| 1 Mr. RavikumarAdhiya |
01 |
| 2 Mrs. . Bansari Parin Shah |
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 downa 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:
| Date of Board Meeting |
Chairperson |
| 1 29.05.2023 |
Mr. Sunil D. Makwna |
| 2 05.09.2023 |
Mr. Sunil D. Makwna |
| 3 06.09.2023 |
Mr. Sunil D. Makwna |
| 4 10.11.2023 |
Mr. Sunil D. Makwna |
| 5 01.01.2024 |
Mr. Sunil D. Makwna |
| 6 10.03.2024 |
Mr. Sunil D. Makwna |
Number of General meetings held during the Financial Year are as
mentioned below:
|
Date of |
Type of General |
Chairperson |
|
General |
Meeting |
|
|
Meeting |
|
|
|
| 1 |
30.09.2023 |
Annual |
General |
Shri Sunil D. Makwana |
|
|
Meeting |
|
|
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://sujlonropes.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 re-
appointment as a statutory auditor as on 30th September, 2023.
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. J. S. VIRANI &
CO., (Practising Company Secretary)The Secretarial Audit Report for the financial year
ended 31st March, 2024 is annexed herewith marked as Annexure-IV to this Report. The
Secretarial Audit Report does not contain anyqualification, reservation, adverse remark or
disclaimer.
Internal Auditor:
As per section 138 of the Companies Act 2013 Internal Audit for the
Financial Year 2023-24 has been complied by the Internal Auditor M/s. RAJ SHAH AND CO.,
(F.R.No. 141020W) (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 2023-24. 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 hasadopted an Anti-harassment Policy in line with the requirements of the
Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Internal ComplaintCommittee are set up to redress complaints received regularly and are
monitored by women linesupervisors who directly report to the Chairman & Managing
Director. All female employees arecovered under the policy. There was no complaint
received from any employee during thefinancial year 2022- 23 and hence, no complaint is
outstanding as on March 31, 2024 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
IIIto 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:22.07.2024
For and on behalf of the Board of Directors of
VERA SYNTHETIC LIMITED
| SD/- |
| Sunil Makwana |
| Chairman & MD |
| DIN: 00245683 |