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AYM Syntex Limited — AGM Information 2021
Sep 5, 2021
60534_rns_2021-09-05_a865af9f-ed0c-4b87-bd7b-b37da2085d63.pdf
AGM Information
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5[th] September, 2021
To,
BSE Limited National Stock Exchange of India Limited Department of Corporate Services, Exchange Plaza, Bandra-Kurla Complex, SP. J. Towers, Dalal Street, Mumbai – 400 001 Bandra (E), Mumbai – 400 051 (Scrip Code-508933) (Symbol : AYMSYNTEX)
- Sub: Annual Report for the FY 2020 21 and Notice of Annual General meeting
Dear Sir,
Pursuant to Regulations 30, 34, 36 & 44 and other applicable regulations of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, we are submitting herewith the following documents:
a) 38[th] Annual Report for the FY 2020-21; and
- b) Notice of 38[th] AGM alongwith Explanatory statement.
38[th] Annual General Meeting (AGM) of the Company is scheduled on Wednesday, 29[th] September 2021 at 12.30 P.M through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”).
Kindly take a note of the same.
For AYM SYNTEX Limited
Digitally signed by ASHITOSH ASHITOSH SHETH SHETH Date: 2021.09.05 12:35:44 +05'30'
Ashitosh Sheth Company Secretary ACS 25997
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NOTICE
NOTICE is hereby given that the 38th Annual General Mee�ng of AYM Syntex Limited will be held through Video Conferencing or other audio-visual means, on Wednesday, 29th September 2021 at 12.30 PM to transact the following business.
ORDINARY BUSINESS:
-
To receive, consider and adopt the Audited financial statements for the financial year ended 31st March 2021 and the reports of the Board of Directors and the Auditors thereon.
-
To appoint a Director in place of Mr. Rajesh R Mandawewala, who re�res by rota�on, and being eligible, offers himself for re-appointment.
SPECIAL BUSINESS:
Ra�fica�on of remunera�on payable to the Cost Auditor
- To consider and, if thought fit, to pass with or without modifica�on(s), the following resolu�on as an Ordinary Resolu�on:
“RESOLVED THAT pursuant to the provisions of Sec�on 148 and all other applicable provisions of the Companies Act, 2013, Companies (Cost Records and Audit) Rules 2014 and the Companies (Audit and Auditors) Rules, 2014 (including statutory modifica�ons or re-enactment thereof, for the �me being in force), payment of remunera�on of Rs.1,30,000 per annum (Rupees One Lakh Thirty Thousand Only) to M/s. Kiran J Mehta & Co., the Cost Accountant (Registra�on Number: 000025) appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year ending 31st March 2022, be and is hereby ra�fied and approved.”
Re-appointment of Mr. Abhishek Mandawewala as Managing Director & Chief Execu�ve Officer and Fixing of his Remunera�on
- To consider and, if thought fit, to pass with or without modifica�on(s), the following resolu�on as a Special Resolu�on:
“RESOLVED THAT pursuant to the recommenda�on of the Nomina�on and Remunera�on Commi�ee and approval of the Board of Directors and subject to the provisions of Sec�on 196, 197, 198 and all other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’) read with Companies (Appointment and Remunera�on of Managerial Remunera�on) Rules, 2014 and Schedule V of the Act (including any statutory modifica�on, varia�on thereto or reenactment thereof, for the �me being in force), and in accordance with applicable regula�ons of SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (including any statutory modifica�on(s) or re-enactment(s) thereof for the �me being in force),approval of the members of the Company be and is hereby accorded to the reappointment of Mr. Abhishek R. Mandawewala (DIN:
00737785), as the Managing Director and CEO of the Company for the period of Three years, with effect from 1st August 2021 to 31st July , 2024, as well as the payment of salary, commission and perquisites (hereina�er referred to as ‘remunera�on’), upon the terms and condi�ons as detailed in the explanatory statement a�ached hereto, which is hereby approved and sanc�oned with the authority to the Board of Directors (hereina�er referred to as “the Board” (which term shall be deemed to include any Commi�ee of the Board cons�tuted to exercise its powers, including the powers conferred by this Resolu�on) to alter and vary the terms and condi�ons of the re-appointment and/or agreement in such manner as may be agreed to between the Board and Mr. Abhishek R. Mandawewala.
RESOLVED FURTHER THAT the terms of remunera�on as set out in the Explanatory Statement of this Resolu�on shall be deemed to form part hereof and in the event of any inadequacy or absence of profits in any financial year or years, the aforemen�oned remunera�on comprising salary, perquisites and benefits approved herein be con�nued to be paid as minimum remunera�on to the Managing Director and CEO of the Company, subject to such other approvals as may be necessary;
“RESOLVED FURTHER THAT contribu�on to provident fund, superannua�on fund or annuity fund and gratuity as may be payable under the provisions of the relevant acts and to the extent exempt under Income Tax Act and encashment of leave at the end of tenure shall not be computed in the aforesaid ceiling for perquisites and allowances.”
“RESOLVED FURTHER THAT the Board be and is hereby authorized to take such steps as may be necessary for obtaining necessary approvals - statutory, contractual or otherwise, in rela�on to the above and to se�le all ma�ers arising out of and incidental thereto and to sign and execute deeds, applica�ons, documents, instruments and wri�ngs that may be required, on behalf of the Company and generally to do all such other acts, deeds, ma�ers and things as may be necessary, proper, expedient or incidental for giving effect to this Resolu�on.”
Place : Mumbai By order of the Board Date: 15/05/2021 Ashitosh Sheth
Company Secretary ACS:25997
NOTES:
-
An Explanatory Statement pursuant to Sec�on 102 of the Companies Act, 2013, (‘the Act’) rela�ng to the Special Business to be transacted at the Annual General Mee�ng (‘AGM’) is annexed hereto. The Board of Directors have considered and decided to include the Item No. 4 given above as Special Business in the forthcoming AGM, as they are unavoidable in nature.
-
In view of the massive outbreak of COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021 and all other relevant circulars issued from �me to �me, physical a�endance of the Members to the AGM venue is not required and general mee�ng be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can a�end and par�cipate in the ensuing AGM through VC/OAVM.
-
AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.
-
Pursuant to Circular no.14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs (MCA), the facility to appoint proxy to a�end and cast vote for the members is not available for this AGM. However, the Body Corporates are en�tled to appoint authorised representa�ves to a�end the AGM through VC/OAVM and par�cipate there at and cast their votes through e- vo�ng.
-
The Members can join the AGM in the VC/OAVM mode 15 minutes before and a�er the scheduled �me of the commencement of the Mee�ng by following the procedure men�oned in the No�ce.
-
In terms of Sec�on 152 of the Act, Mr. Rajesh Mandawewala (DIN-00007179), Director, re�res by rota�on at the mee�ng and being eligible has offered himself for re-appointment.Mr.Abhishek Mandawewala (DIN-00737785) is being proposed to be re-appointed as Managing Director & CEO. Details as required under Regula�on 36(3) of the SEBI (LODR), 2015 is provided as Annexure-1, forming part of the No�ce.
-
The a�endance of the Members a�ending the AGM through VC / OAVM will be counted for the purpose of reckoning the quorum under Sec�on 103 of the Act.
ELECTRONIC DISPATCH OF ANNUAL REPORT AND PROCESS FOR REGISTRATION OF EMAIL ID FOR OBTAINING COPY OF ANNUAL REPORT
-
In accordance with various circulars issued by MCA, owing to the difficul�es involved in dispatching of physical copies of the Annual Report or other documents required to be a�ached therewith, such statements including the No�ce of AGM are being sent in electronic mode to Members whose e-mail address is registered with the Company or the Depository Par�cipant(s).
-
Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by wri�ng to the Company at [email protected] along with the copy of the signed request le�er men�oning the name and address of the Member, selfa�ested copy of the PAN card and self-a�ested copy of any document (eg.: Driving License, Elec�on Iden�ty Card, Passport) in support of the address of the Member. Members holding shares in dematerialised mode are requested to register / update their email addresses with the relevant Depository Par�cipants. In case of any queries / difficul�es in registering the e-mail address, M e m b e r s m a y w r i t e t o t h e C o m p a n y a t [email protected] or to the Registrar and Transfer Agent of the Company, M/s. Link In�me I n d i a P r i v a t e L i m i t e d ( ‘ L i n k I n �m e ’ ) a t rnt.helpdesk@linkin�me.co.in
INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING
-
The remote e-vo�ng period begins on Sunday, 26th September 2021 at 09:00 A.M. and ends on Tuesday, 28th September 2021 at 05:00 P.M. The remote e-vo�ng module shall be disabled by NSDL for vo�ng therea�er. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cutoff date) i.e. 22nd September 2021, may cast their vote electronically. The vo�ng right of shareholders shall be in propor�on to their share in the paid-up equity share capital of the Company as on the cut-off date, being 22nd September 2021.
-
How do I vote electronically using NSDL e-Vo�ng system? The way to vote electronically on NSDL e-Vo�ng system consists of “Two Steps” which are men�oned below:
Step 1: Access to NSDL e-Vo�ng system
A) Login method for e-Vo�ng and joining virtual mee�ng for Individual shareholders holding securi�es in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Vo�ng facility provided by Listed Companies, Individual shareholders holding securi�es in demat mode are allowed to vote through their demat account maintained with Depositories and
Depository Par�cipants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Vo�ng facility.
Login method for Individual shareholders holding securi�es in demat mode is given below:
| Type of shareholders | Login Method | ||
|---|---|---|---|
| Individual Shareholders holding securi�es in demat mode with NSDL. |
1. 2. 3. |
If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: either h�ps://eservices.nsdl.com/ on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under “IDeAS” sec�on. A new screen will open. You will have to enter your User ID and Password. A�er successful authen�ca�on, you will be able to see e-Vo�ng services. Click on “Access to e- Vo�ng” under e-Vo�ng services and you will be able to see e-Vo�ng page. Click on op�ons available against company name or e-Vo�ng service provider - NSDL and you will be re- directed to NSDL e-Vo�ng website for cas�ng your vote during the remote e-Vo�ng period or joining virtual mee�ng & vo�ng during the mee�ng. If the user is not registered for IDeAS e-Services, op�on to register is available at h�ps://eservices.nsdl.com.Select “Register Online for IDeAS” Portal or click at h�ps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Vo�ng website of NSDL. Open web browser by typing the following URL: h�ps://www.evo�ng.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Vo�ng system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ sec�on. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verifca�on Code as shown on the screen. A�er successful authen�ca�on, you will be redirected to NSDL Depository site wherein you can see e-Vo�ng page. Click on op�ons available against company name or e-Vo�ng service provider - NSDL and you will be redirected to e-Vo�ng website of NSDL for cas�ng your vote during the remote e-Vo�ng period or joining virtual mee�ng & vo�ng during the mee�ng. |
|
| Individual Shareholders holding securi�es in demat mode with CDSL |
1. 2. 3. 4. |
Exis�ng users who have opted for Easi / Easiest, they can login through their user id and password. Op�on will be made available to reach e-Vo�ng page without any further a u t h e n �c a �o n . T h e U R L fo r u s e rs t o l o g i n t o Ea s i / Ea s i e st a re h�ps://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. A�er successful login of Easi/Easiest the user will be also able to see the E Vo�ng Menu. The Menu will have links of e-Vo�ng service provider i.e. NSDL. Click on NSDL to cast your vote. If the user is not registered for Easi/Easiest, op�on to register is available at h�ps://web.cdslindia.com/myeasi/Registra�on/EasiRegistra�on Alterna�vely, the user can directly access e-Vo�ng page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authen�cate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. A�er successful authen�ca�on, user will be provided links for the respec�ve ESP i.e. NSDL where the e-Vo�ng is in progress. |
|
| Individual Shareholders (holding securi�es in demat mode) login through their depository par�cipants |
You can also login using the login creden�als of your demat account through your Depository Par�cipant registered with NSDL/CDSL for e-Vo�ng facility. Once login, you will be able to see e-Vo�ng op�on. Once you click on e-Vo�ng op�on, you will be redirected to NSDL/CDSL Depository site a�er successful authen�ca�on, wherein you can see e-Vo�ng feature. Click on op�ons available against company name or e-Vo�ng service provider-NSDL and you will be redirected to e-Vo�ng website of NSDL for cas�ng your vote during the remote e-Vo�ng period or joining virtual mee�ng & vo�ng during the mee�ng. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password op�on available at abovemen�oned website.
Helpdesk for Individual Shareholders holding securi�es in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securi�es in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evo�[email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30 |
| Individual Shareholders holding securi�es in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evo�[email protected] or contact at 022- 23058738 or 022-23058542-43 |
- B) Login Method for shareholders other than Individual shareholders holding securi�es in demat mode and shareholders holding securi�es in physical mode.
How to Log-in to NSDL e-Vo�ng website?
-
Visit the e-Vo�ng website of NSDL. Open web browser by typing the following URL: h�ps://www.evo�ng.nsdl.com/ either on a Personal Computer or on a mobile.
-
Once the home page of e-Vo�ng system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ sec�on.
-
A new screen will open. You will have to enter your User ID, your Password/OTP and a Verifica�on Code as shown on the screen.
Alterna�vely, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at h�ps://eservices.nsdl.com/ with your exis�ng IDEAS login. Once you log-in to NSDL eservices a�er using your log-in creden�als, click on e- Vo�ng and you can proceed to Step 2 i.e. Cast your vote electronically.
- Your User ID details are given below :
Your User ID details are given below :
| Manner of holding | Your User ID is: |
|---|---|
| shares i.e. Demat | |
| (NSDL or CDSL) or | |
| Physical | |
| a) For Members who | 8 Character DP ID followed by 8 |
| hold shares in | Digit Client ID For example if your |
| demat account | DP ID is IN300*** and Client ID |
| with NSDL. | is 12** then your user ID is |
| IN30012***. |
-
b) For Members who 16 Digit Beneficiary ID For hold shares in demat example if your Beneficiary ID is account with CDSL. 12** then your user ID is 12***
-
c) For Members EVEN Number followed by Folio holding shares in Number registered with the Physical Form. company For example if folio number is 001 and EVEN is 1 0 1 4 5 6 t h e n u s e r I D i s 101456001
-
Password details for shareholders other than Individual shareholders are given below:
-
a) If you are already registered for e-Vo�ng, then you can user your exis�ng password to login and cast your vote.
-
b) If you are using NSDL e-Vo�ng system for the first �me, you will need to retrieve the ‘ini�al password’ which was communicated to you. Once you retrieve your ‘ini�al password’, you need to enter the ‘ini�al password’ and the system will force you to change your password.
-
c) How to retrieve your ‘ini�al password’?
-
(i) If your email ID is registered in your demat account or with the company, your ‘ini�al password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the a�achment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘ini�al password’.
-
ii) If your email ID is not registered, please follow steps men�oned below in process for those shareholders whose email ids are not registered.
-
-
If you are unable to retrieve or have not received the “ Ini�al password” or have forgo�en your password:
-
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) op�on available on www.evo�ng.nsdl.com.
-
b) Physical User Reset Password?” (If you are holding shares in physical mode) op�on available on www.evo�ng.nsdl.com.
-
c) If you are s�ll unable to get the password by aforesaid two op�ons, you can send a request at evo�[email protected] men�oning your demat account number/folio number, your PAN, your name and your registered address etc.
-
d) Members can also use the OTP (One Time Password) based login for cas�ng the votes on the e-Vo�ng system of NSDL.
-
A�er entering your password, �ck on Agree to “Terms and Condi�ons” by selec�ng on the check box.
-
Now, you will have to click on “Login” bu�on
-
A�er you click on the “Login” bu�on, Home page of e- Vo�ng will open.
Step 2: Cast your vote electronically and join General Mee�ng on NSDL e-Vo�ng system.
How to cast your vote electronically and join General Mee�ng on NSDL e-Vo�ng systems:
-
A�er successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose vo�ng cycle and General Mee�ng is in ac�ve status.
-
Select “EVEN” of company for which you wish to cast your vote during the remote e-Vo�ng period and cas�ng your vote during the General Mee�ng. For joining virtual mee�ng, you need to click on “VC/OAVM” link placed under “Join General Mee�ng”.
-
Now you are ready for e-Vo�ng as the Vo�ng page opens
-
Cast your vote by selec�ng appropriate op�ons i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
-
Upon confirma�on, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print op�on on the confirma�on page.
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Once you confirm your vote on the resolu�on, you will not be allowed to modify your vote.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL IDS ARE NOT REGISTERED WITH THE DEPOSITORIES FOR P R O C U R I N G U S E R I D A N D PA S S W O R D A N D REGISTRATION OF E MAIL IDS FOR E-VOTING FOR THE RESOLUTIONS SET OUT IN THIS NOTICE:
-
In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share cer�ficate (front and back), PAN (self a�ested scanned copy of PAN card), AADHAR (self a�ested scanned copy of Aadhar Card) by email to (Company email id).
-
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self a�ested scanned copy of PAN card), AADHAR (self a�ested scanned copy of Aadhar Card) to (Company email id). If you are an Individual shareholders holding securi�es in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Vo�ng and joining virtual mee�ng for Individual shareholders holding securi�es in demat mode.
-
Alterna�vely shareholder/members may send a request to evo�[email protected] for procuring user id and password for e-vo�ng by providing above men�oned documents.
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In terms of SEBI circular dated December 9, 2020 on e- Vo�ng facility provided by Listed Companies, Individual shareholders holding securi�es in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Par�cipants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Vo�ng facility.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-
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The procedure for e-Vo�ng on the day of the AGM is same as the instruc�ons men�oned above for remote e- vo�ng.
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Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolu�ons through remote e- Vo�ng and are otherwise not barred from doing so, shall be eligible to vote through e-Vo�ng system in the AGM.
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Members who have voted through Remote e-Vo�ng will be eligible to a�end the AGM. However, they will not be eligible to vote at the AGM.
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The details of the person who may be contacted for any grievances connected with the facility for e-Vo�ng on the day of the AGM shall be the same person men�oned for Remote e-vo�ng.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
-
Member will be provided with a facility to a�end the AGM through VC/OAVM through the NSDL e-Vo�ng system. Members may access by following the steps men�oned above for Access to NSDL e-Vo�ng system. A�er successful login, you can see link of “VC/OAVM link” placed under “Join General mee�ng” menu against company name. You are requested to click on VC/OAVM link placed under Join General Mee�ng menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Vo�ng or have forgo�en the User ID and Password may retrieve the same by following the remote e-Vo�ng instruc�ons men�oned in the no�ce to avoid last minute rush.
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Members are encouraged to join the Mee�ng through Laptops for be�er experience.
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Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the mee�ng.
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Please note that Par�cipants Connec�ng from Mobile Devices or Tablets or through Laptop connec�ng via Mobile Hotspot may experience Audio/Video loss due to
Fluctua�on in their respec�ve network. It is therefore recommended to use Stable Wi-Fi or LAN Connec�on to mi�gate any kind of aforesaid glitches.
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Shareholders who would like to express their views/ ask ques�ons during the mee�ng may register themselves as a speaker by sending their request in advance atleast 3 days prior to mee�ng men�oning their name, demat account number/folio number, email id, mobile number at [email protected].
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The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 3 days prior to mee�ng men�oning their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably by e-mail.
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Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask ques�ons during the mee�ng. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolu�ons through remote e-Vo�ng and are otherwise not barred from doing so, shall be eligible to vote through e-Vo�ng system available during the AGM.
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Members who need assistance before or during the AGM with use of technology can:
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a. Send a request at evo�[email protected] or use Toll free no.: 1800-222-990; or
-
b. Contact Ms. Sarita Mote, representa�ve of NSDL at the designated email ID: [email protected] or at telephone number +91-022-24994890.
GENERAL INFORMATION:
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In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the No�ce calling the AGM has been uploaded on the website of the Company at www.aymsyntex.com. The No�ce can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and Na�onal Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respec�vely and the AGM No�ce is also available on the website of NSDL (agency for providing the Remote e- Vo�ng facility) i.e. www.evo�ng.nsdl.com.
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The vo�ng rights shall be as per the number of equity shares held by the Member(s) as on 22nd September 2021, being the cut-off date. Members are eligible to cast vote electronically only if they are holding shares as on that date.
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The Company has appointed Mr. Hitesh Gupta, Company Secretary in whole �me prac�ce (ACS-No. 33684; CP No.12722) as the scru�nizer to scru�nize the e-vo�ng process in a fair and transparent manner.
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Ins�tu�onal/Corporate shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolu�on/
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Authority le�er etc. with a�ested specimen signature of the duly authorized signatory (ies) who are authorized to v o t e , t o t h e S c r u �n i z e r b y e - m a i l t o [email protected] with a copy marked to evo�[email protected].
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The result of vo�ng shall be declared by the Chairman of the mee�ng on or a�er AGM of the Company. The results declared along with the Scru�nizer’s Report shall be placed on the Company’s website www.aymsyntex.com and will be communicated to the Stock Exchanges where the shares of the Company are listed.
PROCEDURE FOR INSPECTION OF DOCUMENTS:
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All the documents referred to in the accompanying No�ce and Explanatory Statements, shall be available for inspec�on through electronic mode, basis the request being sent on [email protected].
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The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Sec�on 170 of the Act and the Register of Contracts or arrangements in which Directors are interested under Sec�on 189 of the Act shall be available electronically for inspec�on. Members seeking to inspect such documents can request t h e C o m p a n y b y s e n d i n g a n e - m a i l t o [email protected].
OTHERS:
-
As per Regula�on 40 of SEBI Lis�ng Regula�ons, as amended, securi�es of listed companies can be transferred only in dematerialised form with effect from, 1st April, 2019, except in case of request received for transmission or transposi�on of securi�es. In view of this and to eliminate all risks associated with physical shares and for ease of por�olio management, members holding shares in physical form are requested to consider conver�ng their holdings to dematerialised form. Members can contact the Company or its RTA, M/s. Link In�me India Private Limited (‘Link In�me’) for the same.
-
The Securi�es and Exchange Board of India (SEBI) vide its circular dated 20th April, 2018 has mandated registra�on of Permanent Account Number (PAN) and Bank Account Details for all securi�es holders. Members holding shares in physical form are therefore, requested to submit their PAN and Bank Account Details to the Company by sending a duly signed le�er along with self-a�ested copy of PAN Card and original cancelled cheque through email at [email protected] or members can send the foresaid documents to Link In�me India Private Limited at C-101, 247Park, LBS Marg, Vikhroli (w), Mumbai -400083. The original cancelled cheque should bear the name of the Member. In the alterna�ve, Members are requested to submit a copy of bank passbook / statement a�ested by the bank.
-
Members holding shares in demat form are requested to submit the aforesaid informa�on to their respec�ve Depository Par�cipant (DPs) with whom they maintain their demat accounts.
-
The MCA had no�fied provisions rela�ng to unpaid / unclaimed dividend under Sec�ons 124 and 125 of Companies Act, 2013 and Investor Educa�on and Protec�on Fund (Accoun�ng, Audit, Transfer and Refund) Rules, 2016. As per these Rules, dividends which are not encashed / claimed by the shareholder for a period of seven consecu�ve years shall be transferred to the Investor Educa�on and Protec�on Fund (IEPF) Authority. The IEPF Rules mandate the companies to transfer the shares of shareholders whose dividends remain unpaid / unclaimed for a period of seven consecu�ve years to the demat account of IEPF Authority.
-
The Company has unpaid/unclaimed dividend on preference shares since 2014. Hence, the Company urges all the preference shareholders to encash / claim their respec�ve dividend on Preference shares during the prescribed period. The details of the unpaid / unclaimed amounts lying with the Company are available on the website of the Company at www.aymsyntex.com.
Members are requested to contact Investor Rela�ons Department of the Company for encashing the unclaimed dividends standing to the credit of their account. The detailed dividend history and due dates for transfer to IEPF are available on ‘Investor Rela�ons’ page on the website of the Company at www.aymsyntex.com.
Place : Mumbai By order of the Board Date: 15/05/2021 Ashitosh Sheth Company Secretary ACS:25997
Registered Office of the Company:
Plot no.1, Survey no.374/1/1, Village Saily, Silvassa 396230, U.T of Dadra & Nagar Haveli CIN: L99999DN1983PLC000045 Phone:+ 91-022-61637000/7001 E-mail: [email protected] Website: www.aymsyntex.com
EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102 OF THE COMPANIES ACT, 2013
ITEM NO. 3
Ra�fica�on of remunera�on payable to the Cost Auditor
The Company being in a tex�le industry has to appoint cost auditor pursuant to no�fica�on dated 31st December, 2014 issued by the Ministry. The Board, on the recommenda�on of the Audit Commi�ee, has appointed M/s. Kiran J Mehta & Co., Cost Auditors to conduct the audit of cost records of the Company for the financial year ending March 31, 2022.
Pursuant to the provisions of Sec�on 148 of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the remunera�on payable to the Cost Auditors has to be ra�fied by the shareholders of the Company. Accordingly, consent of the members is sought for passing an Ordinary resolu�on as set out at Item No.3 of the No�ce for ra�fica�on of the remunera�on payable to M/s. Kiran J Mehta & Co., Cost Auditors for the financial year ending March 31, 2022.
None of the Key Managerial Personnel or Directors of the Company or their rela�ves have any interest or concern in the proposed resolu�on.
ITEM NO.4
Re-appointment of Mr. Abhishek Mandawewala as Managing Director & Chief Execu�ve Officer and Fixing of his Remunera�on
The Members of the Company at the Annual General Mee�ng held on September 25, 2018, had re-appointed Mr. Abhishek R. Mandawewala as the as a Managing Director & CEO for a period of three years w.e.f 1st August 2018 to 31st July, 2021.
The present term of Mr. Abhishek R. Mandawewala will expire by efflux of �me on July 31, 2021. As per provisions of Sec�on 196 of the Companies Act, 2013 (the ‘Act’) no re-appointment of Managing Director shall be made earlier than one year before the expiry of his term.
On the recommenda�on of Nomina�on and Remunera�on commi�ee, the Board of directors at their mee�ng held on 15th May 2021 reappointed Mr. Abhishek R. Mandawewala as a Managing Director & CEO for a period of three years w.e.f 1st August 2018 to 31st July, 2021 on remunera�on men�oned in the resolu�on.
Mr. Abhishek R. Mandawewala has rich and varied experience in the industry and has been involved in the opera�ons of the Company from 2015 onwards. He has been instrumental in ini�a�ng the transforma�onal journey of the Company and has created world class manufacturing facility involving diverse technology that has elevated the company’s capaci�es. His leadership skills has up-scaled the landscape of the business and opened opportuni�es for expansion, customer base, new industry developments and so forth. Mr. Abhishek R. Mandawewala is B.A./M. Eng (Honours.) in Manufacturing Engineering from University of Cambridge
The re-appointment of Mr. Abhishek R. Mandawewala is appropriate and in the best interest of the Company.
Therefore, it is proposed to re-appoint Mr. Abhishek R. Mandawewala as the Managing Director & CEO of the Company for further period of 3 years w.e.f. 1st August 2021. Mr. Abhishek R. Mandawewala has submi�ed declara�on with the Company that he fulfills the criteria stated in Part I of Schedule V to the Act. The Nomina�on & Remunera�on Commi�ee has recommended and Board has also approved appointment of and remunera�on payable to Mr. Abhishek R. Mandawewala as Managing Director & CEO for the period of Three years as stated above.
A copy of dra� le�er pertaining to his appointment is kept open for inspec�on of members at the registered office of the Company on any working day of the Company between 11.00 a.m. to 1.00 p.m. upto the date of this Annual General Mee�ng.
None of the Key Managerial Personnel or Directors of the Company except Mr. Abhishek R. Mandawewala himself and Mr. R. R. Mandawewala and Mrs. Khushboo Mandawewala being his rela�ves are in any way concerned or interested in the said resolu�on.
Informa�on pursuant to Schedule V of the Companies Act, 2013
GENERAL INFORMATION:
-
1) Nature of industry – Tex�le
-
2) Financial performance based on given indicators –
|(**in Lakhs)**<br>**2020-21**<br>**2019 - 20**<br>Revenue from opera�ons<br>(net of excise*)<br>94,741.03 102,797.63<br>Other Income<br>280.72<br>336.92<br>Total revenue<br>95,021.75 103,134.55<br>EBIDTA<br>9,417.36<br>9,764.75<br>EBIDTA Margin (%)<br>9.91<br>9.47<br>Finance Costs<br>3,409.13<br>3,824.32<br>Deprecia�on and amor�za�on expense<br>4,269.74<br>4,477.66<br>Proft before tax<br>1,738.49<br>1,017.89<br>Current Tax<br>398.06<br>175.08<br>Deferred tax<br>(69.05)<br>(897.75)<br>Proft a�er tax<br>1,409.48<br>1,740.56<br>Other comprehensive income for the<br>year,net of tax<br>(29.33)<br>(10.90)<br>Total comprehensive income for theyear 1,380.15<br>1,729.66<br>Earning per share(Basic)<br>2.82 3.61<br>Earning per share (Diluted)<br>2.81<br>3.61|**(**in Lakhs)
2020-21
2019 - 20
Revenue from opera�ons
(net of excise)
94,741.03 102,797.63
Other Income
280.72
336.92
Total revenue
95,021.75 103,134.55
EBIDTA
9,417.36
9,764.75
EBIDTA Margin (%)
9.91
9.47
Finance Costs
3,409.13
3,824.32
Deprecia�on and amor�za�on expense
4,269.74
4,477.66
Proft before tax
1,738.49
1,017.89
Current Tax
398.06
175.08
Deferred tax
(69.05)
(897.75)
Proft a�er tax
1,409.48
1,740.56
Other comprehensive income for the
year,net of tax
(29.33)
(10.90)
Total comprehensive income for theyear 1,380.15
1,729.66
Earning per share(Basic)
2.82 3.61
Earning per share (Diluted)
2.81
3.61|(`in Lakhs)
2020-21
2019 - 20
Revenue from opera�ons
(net of excise)
94,741.03 102,797.63
Other Income
280.72
336.92
Total revenue
95,021.75 103,134.55
EBIDTA
9,417.36
9,764.75
EBIDTA Margin (%)
9.91
9.47
Finance Costs
3,409.13
3,824.32
Deprecia�on and amor�za�on expense
4,269.74
4,477.66
Proft before tax
1,738.49
1,017.89
Current Tax
398.06
175.08
Deferred tax
(69.05)
(897.75)
Proft a�er tax
1,409.48
1,740.56
Other comprehensive income for the
year,net of tax
(29.33)
(10.90)
Total comprehensive income for theyear 1,380.15
1,729.66
Earning per share(Basic)
2.82 3.61
Earning per share (Diluted)
2.81
3.61|
|---|---|---|
||2020-21|2019 - 20|
|Revenue from opera�ons
(net of excise*)
|94,741.03|102,797.63|
|Other Income|280.72|336.92|
|Total revenue|95,021.75|103,134.55|
|EBIDTA|9,417.36|9,764.75|
|EBIDTA Margin (%)|9.91|9.47|
|Finance Costs|3,409.13|3,824.32|
|Deprecia�on and amor�za�on expense|4,269.74|4,477.66|
|Proft before tax|1,738.49|1,017.89|
|Current Tax|398.06|175.08|
|Deferred tax|(69.05)|(897.75)|
|Proft a�er tax|1,409.48|1,740.56|
|Other comprehensive income for the
year,net of tax|(29.33)|(10.90)|
|Total comprehensive income for theyear|1,380.15|1,729.66|
|Earning per share(Basic)|2.82|3.61|
|Earning per share (Diluted)|2.81|3.61|
*Revenue from opera�ons includes other opera�ve income.
INFORMATION ABOUT THE APPOINTEE:
-
1) Background details:
-
Mr. Abhishek R Mandawewala was appointed as a whole �me director with effect from 1st August 2015 and subsequently elevated to the posi�on of Managing director & CEO with effect from 6th May 2017. He
2) Past Remunera�on:
looks a�er en�re opera�on of the Company. He heads marke�ng, produc�on and plants of the Company.
Rs.1,20,00,000/- per annum inclusive of all perquisites and allowances plus commission @1% p.a. of the net profits as a Managing Director and CEO of the Company as approved by the shareholders of the Company vide special resolu�on passed by the members at their Annual General mee�ng held on 25th September 2018. Actual remunera�on paid for 2020- 2021 is Rs.77,41,000/-.
- 3) Job profile and his suitability:
Job profile: He is responsible for the overall opera�ons and the affairs of the Company including expansion under the supervision of the Board of directors.
Suitability: He is B.A./M. Eng (Honours.) in Manufacturing Engineering from University of Cambridge and has experience in the field of steel and tex�les for about seven years. He was an Execu�ve Director in RMG Alloy Steel Limited from 4th September 2010 to 28th March 2013. Later, he worked as President (Advance Tex�le) in Welspun India Limited for more than two years. He is now Managing Director & CEO and looks out en�re opera�on of the Company including marke�ng, produc�on and expansion project of the Company.
4) Remunera�on proposed:
Rs.1,80,00,000/- per annum inclusive of all perquisites and allowances plus commission @1% p.a. of the net profits computed in the manner laid down under Sec�on 198 of the Companies Act, 2013 except that the remunera�on of the directors shall not be deducted from the gross profits with a power to the Board of Directors to increase remunera�on upto 25% of the last drawn remunera�on every year with effect from 1st July of the financial year commencing from the financial year 2021.
Minimum Remunera�on: In the event of inadequacy of profits calculated as per Sec�on 198 of the Companies Act, 2013 in any Financial Year(s) Mr. Abhishek R Mandawewala, Managing Director & CEO shall be en�tled to a minimum remunera�on comprising salary, perquisites and benefits as detailed above, subject to such other approvals as may be necessary.
- 5) Compara�ve remunera�on profile with respect to industry, size of the company, profile of the posi�on and person:
Considering the background, competence and experience of Mr. Abhishek R Mandawewala and also his associa�on with the Company for the past several years and compared to the remunera�on packages of similarly placed personnel of other corporate bodies in the country, the terms of their remunera�on as set out in the Resolu�on are considered to be fair, just and reasonable
- 6) Pecuniary rela�onship directly or indirectly with the Company, or rela�onship with the managerial personnel, if any:
He is not related directly or indirectly with the managerial personnel. He is rela�ve of Mr. R. R. Mandawewala, the Chairman of the Company and Mrs. Kushboo Mandawewala, Whole Time Director of the Company. Further, he has no pecuniary rela�onship with the Company except as a Managing Director and CEO of the Company. He does not hold any equity shares of the Company.
OTHER INFORMATION:
- I Reason of loss or inadequate profits
The Company has posted a net profit a�er tax (as per Sec�on 198) of Rs. 1409.48 Lakhs during the year ended 31st March 2021.
- ii. Steps taken for improvement
The Company is expanding its capacity, developing new products, concentra�ng on high value added products. Con�nuous endeavors are made to for improvement in the turnover and profitability of the Company. The Company has expanded its capacity into high value added products and are in process of improving the product sales mixes.
- iii. Expected increase in produc�vity and profits in measurable terms
In view of expansion undertaken by the Company, the Company expects to increase produc�vity in spinning and texturised which may lead to increase in margin of profits. In view of expansion undertaken by the Company, the Company expects to increase produc�vity in tex�le and BCF yarn which may lead to increase in margin of profits. The Company has also undertaken cost op�miza�on ini�a�ves which benefits will crystalized in coming years.
iv. Disclosures
The disclosures rela�ng to remunera�on package of all directors with details of fixed components, performance link incen�ves, service contract etc. are men�oned in the a�ached Corporate Governance report, part of Directors report.
v. Directorship in other companies:
He is director in Taipan Estates Pvt Ltd, Babasu Realty Pvt Ltd, Giant Realty Private Limited, MGN Estates Private Limited, Angel Power and Steel Private Limited, Associa�on of Synthe�c Fibre Industry, Rank Marke�ng LLP, Mandawewala Enterprises Limited, Totsol Commercial Private Limited, Connec�ve Infrasructure Private Limited, Polaire Tradeco Private Limited and Arah Real�es Private Limited.
Membership/Chairmanship of commi�ees in other Companies:
| Sr. No. | Name of the Company | Name of Commi�ee | Member / Chairman |
|---|---|---|---|
| 1. | AYM Syntex Limited | Corporate social responsibility | Member |
| Stakeholders Rela�onship Commi�ee | Member | ||
| 2. | Mandawewala Enterprises Limited | Audit Commi�ee | Chairman |
| Nomina�on and Remunera�on Commi�ee | Chairman |
Five board mee�ngs were conducted during the year ended March 2021 and Mr. Abhishek Mandawewala has a�ended all the mee�ngs.
Place: Mumbai Date: 15/05/2021
By order of the Board Ashitosh Sheth Company Secretary ACS:25997
Annexure-1
Details of the Directors proposed to be re-appointed at the AGM (Pursuant to Regula�on 26 (4) and 36(3) of SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 and Secretarial Standard on General Mee�ng (SS-2))
| Par�culars | Mr. Rajesh R Mandawewala | Mr. Abhishek R Mandawewala |
|---|---|---|
| Age and date of birth | 58 years, 5th May 1962 | 34 years, 11th March 1987 |
| Date of frst appointment | 16th July 1991 | 1st August 2018 |
| Brief Resume (including profle, qualifca�on, experience and exper�se in specifc func�onal areas) |
He is a qualifed Chartered Accountant. Under his guidance and supervision, the opera�ons have reached highest efciency level as well as economy of opera�ons, which has contributed to a great extent to the proftability of the Company. Under his able leadership, the Company achieved handsome performance, especially in exports and development of marke�ng network world over. |
He is B.A./M. Eng (Honours.) in Manufacturing Engineering from University of Cambridge and has experience in the feld of steel and tex�les for about seven years. He was an Execu�ve Director in RMG Alloy Steel Limited from 4th September 2010 to 28th March 2013. Later, he worked as President (Advance Tex�le) in Welspun India Limited for more than two years. He is now Managing Director & CEO and looks out en�re opera�on of the Company including marke�ng, produc�on and expansion project of the Company. |
| Shareholding in the Company (as on the date of the No�ce of AGM) |
Nil | Nil |
| Rela�onship with other Director/ Key Managerial Personnel of the Company |
Yes, Mr. Abhishek Mandawewala, Managing Director & CEO and Mrs. Khushboo Mandawewala, Whole �me Director |
Yes. Mr. Rajesh Mandawewala, Chairman and Mrs. Khushboo Mandawewala, Whole �me Director |
| No. of Board Mee�ngs a�ended | He has a�ended all the fve mee�ngs held during the year. |
He has a�ended all the fve mee�ngs held during the year. |
| Directorships held in other companies (including the Company as on the date of the No�ce of AGM) |
Welspun India Limited Welspun Corp Limited Welspun Steel Limited Mandawewala Enterprises Limited Angel Power and Steel Private Limited Welspun Enterprises Limited Welspun Global Brands Limited Connec�ve Infrasructure Private Limited RRM Realty Trader Private Limited Welspun Advanced Materials (India) Limited Rank Marke�ng LLP RRM Enterprises Private Limited Welspun Flooring Limited Welspun Innova�ve Products Limited Yura Real�es Private Limited Polaire Tradeco Private Limited Welspun One Logis�cs Parks Private Limited Welspun Real Estate Ventures LLP |
Taipan Estates Pvt Ltd Babasu Realty Pvt Ltd Giant Realty Private Limited MGN Estates Private Limited Angel Power And Steel Private Limited Associa�on of Synthe�c Fibre Industry Mandawewala Enterprises Limited Rank Marke�ng LLP Totsol Commercial Private Limited Connec�ve Infrasructure Private Limited Polaire Tradeco Private Limited Arah Real�es Private Limited |
| Companies in which Director is Chairman/Member of the Commi�ee of the Board (as on the date of the No�ce of AGM) Note: For the purpose of coun�ng membership in Board Commi�ee, Chairmanship/ Membership of the Audit Commi�ee and the Stakeholders Rela�onship Commi�ee alone are considered. |
Chairmanship : Nil Member of Audit commi�ee:∙ Welspun India Limited ∙ Welspun Enterprises Limited Member of Stakeholders Rela�onship Commi�ee : Welspun India Limited |
Chairman of Audit Commi�ee : Mandawewala Enterprises Limited |
| Terms and condi�ons of re-appointment |
- | - |
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Annual Report 2020 - 2021
==> picture [155 x 156] intentionally omitted <==
EMERGING STRONGER TOGETHER
Board of Directors
Rajesh R. Mandawewala Chairman & Non-Executive Director
Abhishek Mandawewala Managing Director & CEO
Audit Committee
Atul Desai
KH Viswanathan MK Tandon
Stakeholders Relationship Committee
Atul Desai
RR Mandawewala
Abhishek Mandawewala
Atul Desai
Independent Director
Mohan Tandon Independent Director
KH Viswanathan Independent Director
Kushboo Mandawewala
Whole-time Director
Chief Financial officer Himanshu Dhaddha
Auditors
Price Waterhouse
Chartered Accountants, LLP
Company Secretary Ashitosh Sheth
Corporate Social Responsibility Committee
Nomination & Remuneration
Atul Desai
Atul Desai
RR Mandawewala Abhishek Mandawewala Kushboo Mandawewala
MK Tandon KH Viswanathan RR Mandawewala (upto 15th May, 2021)
Registered Office
Survey No. 394 (P), Village Saily, Silvassa, Union Territory of Dadra & Nagar Haveli
Corporate Office
9th Floor, Trade World, ‘B’ Wing, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013.
Plant Locations
Survey No. 374/1/1, Village Saily, Silvassa, Union Territory of Dadra and Nagar Haveli.
- Plot I, 40 to 45, 86 to 88, 116 to 118, Dewan Industrial Estate Village, Mahim, Taluka Palghar - 401 404, Dist. Palghar, Maharashtra.
Bankers
Survey no.174/2, Village Naroli, Silvassa, U.T of Dadra & Nagar Haveli.
Bank of Baroda
Central Bank of India
IDBI Bank Limited
Karur Vysya Bank State Bank of India
Registrar and Transfer Agents Link Intime India Pvt Limited
Website
www.aymsyntex.com
About this Report
Strategic Overview
Introducing AYM
| AYM at a Glance | 03 |
|---|---|
| Our Values | 04 |
| Our Journey | 04 |
| Metrics of Progress | 06 |
| MD & CEO's Message | 07 |
Value Creation at AYM
Marching on the Right Path 09 Stronger than Ever 10 Increased Global Outreach 11 Increasing share of Exports 13 Product Diversification 14 Our Brands 15 Strengthening the Balance Sheet 18 Promoter’s Commitment 19
Our Leadership
| Our Board Members | 20 |
|---|---|
| A Year gone by: FY 20-21 | |
| Key Business highlights | 21 |
| Innovation: New Products Introduced | 22 |
| Throughput Initiatives | 23 |
| Unlocking Potential Through Pandemic: | |
| • Financial | 24 |
| • Digital Transformation | 25 |
| • COVID Protocols | 27 |
| • Social | 28 |
| A closer look at our performance | 29 |
| Our Future Plans | 30 |
Statutory Reports
Management Discussion & Analysis 31 Board’s Report 43 Corporate Governance Report 56
Financial Reports
| Auditor's | Report | 65 |
|---|---|---|
| Financial | Statements | 72 |
This Annual report of AYM Syntex comprehends both qualitative and quantitative disclosures regarding our financial performance, transformation Journey over the years, critical sustainability impact and socially inclusive endeavors conducted during the year.
Reporting Frameworks
The financial statements and statutory disclosures including the Board’s Report, Management Discussion and Analysis (MDA), and Corporate Governance Report are presented in conformance to the requirements of the Companies Act, 2013 (and the rules made there under), Indian Accounting Standards, the Securities and Exchange Board of India (SEBI) – Listing Obligations and Disclosure Requirements, 2015 and Secretarial Standards issued by the Institute of Company Secretaries
Reporting Period
The FY21 Annual Report covers financial and non- financial performance of the Company from April 01, 2020 to March 31, 2021.
Forward-Looking Statement
In this Annual Report, we have also disclosed certain forward-looking information to enable investors to comprehend our prospects and take investment decisions. This report and other statements - written and oral - that we periodically make, contain forward looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried, wherever possible, to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expect’, ‘project’, ‘intend’, ‘plan’, ‘believe’, and words of similar nature in connection with any discussion of future performance. Wc eanng touaraetnht eht taesrof ewol-draonik g statements will be realised, although we believe we have been prudent in our assumptions. The achievements of results are subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should keep this in mind. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
Innovation in Action for 36 Years
AYM Syntex is India's leading multi-polymer and speciality synthetic yarn manufacturer and a pioneer in texturizing, spinning, draw twisting, floor covering, and dyeing.
AYM Syntex is a leading speciality synthetic yarns manufacturer with world class manufacturing technology for multipolymer yarns. It is the one of largest Indian seller of Bulk Continuous Filament Yarns and has one of the largest Yarn dyeing house in Asia.
With plants located at Silvassa, Naroli (Dadra Nagar Haveli) and Palghar (Maharashtra), AYM Syntex is well equipped to meet both domestic and international customer demand for synthetic yarns.
Our state-of-the-art manufacturing facilities in India produce globally benchmarked products, driven by our differentiation strategy based on Branding, Innovation and Sustainability.
The company’s state-of-the-art multipolymer Textile & BCF yarn manufacturing facility at Silvassa (India) serves the diversified global textile & floor covering industry. These lines are capable of manufacturing speciality yarns, first-of-its-kind across the globe. The plant is equipped with an R&D facility for masterbatch colour development, pilot spinning and sample tufting (MTUFT) for the customer’s tailor-made needs.
Our Palghar facility houses India’s largest, 100% environment-friendly and automated dyeing facility with a zero liquid discharge system. Dyed house is capable of yarn dying for various polymer and nylon filament yarn including recycled (environmentally sustainable) polymers in both variants. To service customers'
==> picture [172 x 12] intentionally omitted <==
----- Start of picture text -----
Strategic Overview Introducing AYM
----- End of picture text -----
36 YEARS OF INNOVATION
Pioneer in Spinning, Texturizing, Draw Twisting, and Dyeing
India’s Leading Speciality Yarn Producer
Touching Lives Across 50+ Countries
OUR VALUES
Customer Focus
Innovation
People Development
Keeping our customers at the center of every activity
Fostering new ideas and creating new solutions
Empowering people through service and support
Emerging Stronger Together | Resurgence through resilience and responsibility
4
1984
Launch of yarn dyeing and texturising facility
in Palghar, India.
1992
Commercialized dope dyeing in India.
2004
Pioneered manufacturing of BCF (Bulk Continuous Filament) yarn for floor covering industry and became the first merchant exporter of BCF yarns.
2013
Company’s name changed to AYM Syntex Limited consequent to the change in shareholding. Capacity expansion in BCF yarn manufacturing.
2017
Capacity expansion in BCF yarn production from 1000 to 1500 MTPM. Production of Tri-Color yarns. Launch of BCF yarn line through conventional dyeing First in India to successfully manufacture fine denier Industrial yarn.
2019
Commissioning of new plant at Naroli
2021
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Shares of the Company were listed on Bombay Stock Exchanges Ltd.
1985
POY, FDY spinning and texturising launch at Silvassa, India.
2000
Manufacture of polyester mother and mono yarn first time in India, leading to huge import substitution.
2012
Established R&D center for excellence and innovation.
2015
First in Asia to manufacture yarns for sewing threads using NovacoreTM technology. Only Indian manufacturer of low denier high tenacity polyester yarns for industrial applications. manufacture fine denier Industrial yarn.
2018
200% capacity expansion in Industrial yarn segment.
2020
Highest ever quarterly revenue & margins in Q4 FY 2021
Strategic Overview Introducing AYM
A steady progress in Topline and margins over the years despite macro-economic challenges ensured that we continue our transformation Journey on the business front with sustainable and profitable growth.
While our Net Debt has reduced, we have seen a continuous improvement of RoCE. Our investment in enhancing capacities in strategic segments will yield better cash flows in the future.
Revenue from Operations ( ₹ in Crs)
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----- Start of picture text -----
FY 16-17 779
FY 17-18 850
FY 18-19 992
FY 19-20 1,028
FY 20-21 947
EBITDA ( ₹ in Crs)
FY 16-17 101.1
FY 17-18 69.3
FY 18-19 77.5
FY 19-20 97.6
FY 20-21 94.2
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Export Share
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FY 16-17 21
FY 17-18 32
FY 18-19 35
FY 19-20 40
FY 20-21 42
PBT ( ₹ in Crs)
FY 16-17 48.1
FY 17-18 8.4
FY 18-19 5.5
FY 19-20 10.2
FY 20-21 17.4
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Return on Capital Employed
( % )
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FY 16-17 15.2
FY 17-18 6.8
FY 18-19 6.8
FY 19-20 8.6
FY 20-21 8.6
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Fixed Assets Coverage Ratio
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FY 16-17 1.77
FY 17-18 1.96
FY 18-19 2.21
FY 19-20 2.46
FY 20-21 2.39
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Our strategic initiatives and prompt response to the pandemic made FY21 a year of strong recovery and record-breaking performance for AYM Syntex. We expect this trajectory to continue in FY22 and beyond, as we keep on innovating and identifying further opportunities to improve.
Strategic Overview Introducing AYM
Dear Shareholders,
FY 2021 was another year amongst a string of years since 2016 marked by major external disruptions to our business. Covid-19 wreaked havoc across the world affecting demand in the first half of the year and supply chains across the second. Like with all of the difficult years before this one, I believe that we have ended this year a stronger organization as compared to when we started. We have several things to be proud of:
We ended the year with the highest ever quarterly EBITDA of Rs 43 crore. The margins stood at 12%.
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We successfully executed Several low-capex throughput improvement initiatives across almost every area of the plant thereby improving output further. This was done through a mix of efficiency improvements, speed increases and engineering. This has led to record tonnage and improved profitability on a sustained basis.
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Our share of exports which was under 20% when we started this journey in 2016 is now inching closer to 50%. We expect this number to increase going forward. This diversifies and de-risks our business to country risks and events such as demonetization, GST, covid waves, etc.
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We launched a number of new products this year and I am extremely excited about many of these. Few of these products have been liked by our customers who are currently carrying out commercialization trials. We have filed for patents for few of these products.
The Palghar plant which we have been struggling with in the past, has seen a dramatic turnaround this year. We have been able to significantly improve cost and bring down the breakeven volume. The business is now a lot more competitive and I also feel good about some of the business development initiatives which should help us finally see some improvement in volumes.
- The share of our innovative and value added products and brands such IDY, Wonderfeel, Comfeel, SDN, Ecose, and Silkenza further increased as a percentage of total sales.
H2 FY21 was an important milestone for us as it ratified what the business could do in a more positive external environment. However, despite the numbers that we achieved in Q4, there are opportunities to achieve further improvement. We benchmarked our operations against other players in the market and found that there is still scope to improve further. While we continue to specialize more, move up the value chain and enter niche spaces not catered to by local competition, we already happen to have one of the most specialized and diverse product mix in the country today. If we can operate our plants at the industry median level of efficiency, our margins will better reflect the quality of business and customer we already have. There are plenty of opportunities, particularly in the Rakholi plant to improve output to input yield, machine speeds, value losses, conversion costs, OEE amongst others and bring it at par with industry. This is one of the lowest hanging fruits available to us to significantly improve profitability. The same business without product mix improvement can look very different if we achieve this.
As we start to see some consistency in results, it is also important to look to grow areas of the business which show promise and are in line with our strategic direction such as industrial yarns and flooring yarns in a highly calibrated manner. I say calibrated as it is important to continue our journey of deleveraging and strengthening the balance sheet. We also need to effectively use outsourcing as a tool to move out parts of the business which can be capital intensive or more suited to volume-based commodity players and be easily sourced at competitive prices. This will help us to ensure that we only deploy capital to grow parts of the business where the product is differentiated, there is a strategic barrier to entry and in cases which promise a healthy return on invested capital in a sustained fashion. Finally, it is important to continue to remain close to the customer and continue to innovate based on their need. Wg a htioop dorp fo oiloftrodua stcvaliaht ,elbof ecun seedb ot sc ot eomms ezilaicreomht fo eesd eevolepmeT .stn sihwolla lliw us to always stay a step ahead of the competition.
While the past 5 years have been difficult for AYM, I continue to believe that the annual financial results do not completely depict the quality of progress we have made in the journey of transformation over these last few years. As we execute on some of the areas I have highlighted above and a little bit of a supportive business environment as was evident in Q4, I am certain our performance can look vastly different.
I would finally like to end this letter on a note of thanks to all our shareholders, who have continued to support us through this journey. Finally, I would also like to thank all of our employees for continuing to believe in our vision and working tirelessly towards it.
Yours Sincerely, Sd/- Abhishek Mandawewala Managing Director & CEO
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AYM has been on a transformational journey over the last few years, where its operating model and focus areas have seen a significant shift. Among our biggest steps in the period is the company’s transition from being a commodity-driven business to a manufacturer of niche, high-margin products like Bulk Continuous Filament (BCF) and Industrial Dyed Yarn (IDY). Moreover, we have also made major investments in improving our throughput, quality control, and R&D, the results of which are beginning to show now. The company is founded on the principle of business resilience, and over the years we have demonstrated it across all segments, both international and domestic.
Our biggest challenge in recent years was the COVID-19 pandemic, which disrupted the textile industry, but AYM Syntex, thanks to its business strategy, remained unaffected. The company’s revenue broke all records in the company’s history, and we have entered a mode of active expansion. The pandemic was the ideal time for us to enter new markets, diversify our segments and products, and invest more resources into research and development.
Product development and commercialization are also in full swing at the moment, with several throughput strategies and initiatives in the pipeline. We have invested over INR 100 crores as CAPEX into BCF, IDY, and Cabling and Heat Setting capabilities, increasing production efficiency by 10% to 15% across all segments and 50% in BCF production.
9%
Revenue CAGR Growth over the last 11 years
12%
Product development is aided by our newest Research & Development center. At the R&D center, we will drive more innovation than ever and bring more products and segments to expand into the market. The company aims to use this center to fill the various gaps present in the current market with new products. Additionally, the company has also set up a Quality Control department. AYM Syntex is known for its consistently high quality standards, and with this QC department, the stakes will rise even further.
The outsourcing strategy for commodity products is continuing, too, and we are building better capabilities with every quarter through MIS and systems that manage this additional activity. These initiatives are made possible by the stable, Sustainable cash flow, and the goal is to keep climbing like a pyramid towards the top.
Apart from expansion and product diversification, the company has also undertaken several other value initiatives such as recycling and reusing waste, energy optimization, waste reduction at the factories, and other CSR initiatives to improve work efficiency and aid human resources. The period has been a transformational journey for AYM Syntex, and it has given tremendous solidarity to the business. Our resilience and belief in our strategic business has enabled us to overcome the challenges and become stronger than ever.
17% to Exports as a % of revenue over last 11 years 42%
Strategic Overview Value Creation at AYM
STRONG LEADERSHIP
AYM is stronger than it has ever been, in terms of revenue, exports, sustainability, and other aspects. Instead of slowing down during the pandemic, we used the time as an opportunity to keep innovating and improving our processes and products, which has led to this stage. Our leadership, ensures transparency and accountability at every level of the organization. The management strives to enable growth, profitability, stability, and sustainability across our businesses in an equitable manner and create value for all stakeholders by promoting the highest standards of professionalism and integrity.
IMPROVED OPERATING PARAMETERS
The Company has delivered sustainable and profitable volume-led growth. While our Net Debt has reduced, we have seen a continuous improvement of RoCE. Our investment in enhancing capacities in various businesses will yield significant cash flows in the future.
The company has also ramped up the exports to over 50+ countries, rising from 17% to 42% over last few years. This is due to the increase in demand for our products across various geographies and segments.
To meet these requirements and prepare for future growth, we have also undertaken several throughput initiatives to increase efficiency and production capacity at both plants and at the same time reducing wastage and downgrades. Even the Palghar plant, which experienced some setbacks last year, has seen a turnaround as new inquiries for the products have started to pour in faster than before.
BOOSTED RESEARCH AND DEVELOPMENT
The R&D and QC departments set up are also playing a significant role in strengthening the core business for the company in a two-fold manner. One, it is helping us innovate new products that are unique to us that fulfill niche demands, and two, they are helping us further improve our products' quality across segments.
We have developed an innovative range of products to attract new business and customers and gain leadership in market. Upgradation of products to new requirements has been possible because of R&D done in our Company on a continuous basis. We remain closely connected with Customers through research which is central to our Product development and Innovation process.
BUILDING TEAMS AND LONG-TERM RESILIENCE
Our people are the backbone of our organization and we take pride in our culture that recognizes and promotes talent, openness, transparency, and inclusion. Our passion was displayed by our workforce who worked relentlessly in the time of crisis to ensure - that our customers received the best of our products and services. We have also under
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Solidifying Global Presence
AYM is continuously working on increasing its footprint in newer geographies
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UK
Canada
Spain
Portugal
USA
Morocco
Mexico
Guatemala
Nigeria
Venezuela
Peru
Brazil
Argentina
Chile
Uruguay
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With strategic initiative towards increase in global outreach, AYM has a foot hold in over + COUNTRIES 50 AROUND THE WORLD.
Netherland
Germany Belgium Belarus Italy
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Turkey
Jordan
Israel China
Pakistan Japan
Egypt South Korea
Nepal
Saudi Arabia
Dubai INDIA Bangladesh
Oman
Thailand
Vietnam
Philippines
Sri Lanka
Australia
South Africa
New Zealand
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17% 42%
2010 2021
Export Export
Share Share
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12
Increasing share of Exports
AYM has ramped up its exports by diversifying its portfolio in over 50+ countries and witnessed an increase in the sales volume of strategic products and share of exports by 42% this year. The export share is now expected to further grow quarter on quarter in the coming years. We will also continue to invest towards developing new export markets and scaling business profitably.
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42%
40%
35%
32%
21%
17%
FY 2010 2017 2018 2019 2020 2021
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Strategic Overview Value Creation at AYM
With innovation in our DNA and well equipped R&D center, we continue to diversify our strategic segments.
AYM Syntex is the pioneer of innovative products and processes across the value chain, and we are steadily growing towards a well-diversified portfolio of products and segments that meet all niche demands. By entering new markets and offering products, shades, features, and quality that our customers are looking for but can’t find elsewhere, we are giving what’s missing in the market.
Our continual focus is to expand the total addressable market for our products portfolio through diversification in carefully selected categories.
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Bulk Continuous Filament Yarn (BCF)
Industrial Dyed Yarn (IDY)
Automotive Yarn
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Textile Yarn
Packaged Dyed Yarn (PDY)
Sewing Thread
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Our Innovation portfolio growth is a guided by our strategy of product differentiation and creating a unique customer experience. We continue to build owned brand portfolio to cater to changing consumer preferences across geographies which generate additional revenue streams for us.
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Synthetic textured yarn for comfortable knitwear
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Ayurveda-based antimicrobial and antifungal yarn for activewear
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Smooth-textured, lustrous yarn for sarees and apparel
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Bicomponent yarn for suede-like appearance in home textiles
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100% recycled polyester yarn for denim and apparel
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Modified raw white yarn for carpets, rugs, and bath mats
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Super soft and luxurious-looking yarn for bath mats and rugs
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Polyester yarn with wool-like luxurious texture for decor and flooring
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Highly-lustrous BCF yarn for residential rugs and carpets
Strategic Overview Value Creation at AYM
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Product by Dupont Sorona
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Partially bio-based yarn for plush carpets - by DuPont Sorona®
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Dope-dyed yarn ideal for bath mats and decorative rugs
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O pulenz TM
alluring. e nduring.
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Supremely soft nylon yarn for fancy rugs and bath mats
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Special synthetic yarn for garments
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Solution-dyed nylon yarn for luxurious carpets
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Performance yarn designed for excellent moisture management
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Ultrasoft nylon yarn for active wear and household textiles
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High quality yarn for denims and mattresses
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Dyed nylon yarn that gives silk-like sheen for luxurious home styling
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Uniquely-engineered yarn for contract and residential floor covering
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Super-high tenacity polyester sewing threads
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High-stretch yarn for flexible garments
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Yarn ideal for insulating clothing
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Soft dyed yarn for durable, stain-resistant carpets and rugs
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Polyamide 6 yarn with inherent radiance ideal for hosiery
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Yarn for long-lasting hygiene and freshness
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Eco-friendly and antimicrobial yarn made with therapeutic
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SYN RGY TM
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Ultrasoft nylon yarn for active wear and household textiles
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Sustainable bio-based HCF yarn
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Highly-durable yarn with flame-resistant properties
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High-performance BCF yarn for extremely soft carpets and rugs
Strategic Overview Value Creation at AYM
A strong balance sheet is the foundation for future growth and expansion, and also a cornerstone of trust for our investors and partners. A strong balance sheet also demonstrates our ability to minimize risks and set ourselves up to capitalize on emerging growth opportunities. Strengthening the Balance Sheet has been a top priority for the Company, even more so during challenging times. To that end, we have been constantly working on improving our key ratios to put us in an increasingly strong liquidity position as well as to a comfortable gearing position. As we continue these efforts, we expect further improvements in the future. We ensure adequate access to funding and leverage the surplus to meet our operating needs and strategic objectives while managing the cash flows in a cost-efficient manner. Moreover, in case any exigencies arise in future affecting the liquidity position, we would be in a comfortable position to borrow capital. Owing to this approach, there have been steady improvement in the capital efficiency ratios and Return on Capital Employed (ROCE) over last few years and it is expected to improve further significantly in coming years.
| Key ratio FY 18-19 FY 19-20 FY 20-21 |
Key ratio FY 18-19 FY 19-20 FY 20-21 |
Key ratio FY 18-19 FY 19-20 FY 20-21 |
Key ratio FY 18-19 FY 19-20 FY 20-21 |
|---|---|---|---|
| Debt Equity Ratio | 1.03 | 0.74 | 0.62 |
| Net Debt/ EBITDA | 3.53 | 2.38 | 2.01 |
| Debt Service Coverage Ratio | 0.98 | 1.23 | 1.39 |
| Current Ratio* | 1.20 | 1.21 | 1.31 |
| Fixed Assets Coverage Ratio | 2.21 | 2.46 | 2.39 |
| Book Value Per Share | 66.38 | 68.73 | 71.48 |
*Current ratio excludes Term debt
We have maintained the right mix of debt and equity and by improving the ratio of Debt to Equity further, we have right mix of funds availability from debt and equity for expansion plans while ensuring to have more avenues for our operations and growth initiatives.
Our Net Debt to EBIDTA ratio has also constantly improved even throughout these difficult years, demonstrating the ability of our company to cut down debts while still maintaining our upward growth trajectory
Our Debt Service Coverage Ratio is also improving due to increased income from operations, and leaves us in a better position to meet our short term liabilities.
Similarly, with effective working capital management and better liquidity position, we have been able to improve our Current Ratio, making us better equipped to meet our near-term payment obligations.
We have been able to maintain our Fixed Asset Coverage Ratio which helps us to not just meet our existing debt obligations but also to raise more funding easily in the future if required.
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Promoters have significantly contributed towards building and evolving the company over the last 35+ years and thereby creating long-term value for the Company’s stakeholders.
With over 4 decades of experience in the textile industry and holding key positions on the Boards of several companies, Mr. Rajesh Mandawewala is regarded as a dynamic business entrepreneur who has created long-term value the community as a whole.
Our promoters remained committed and invested in growth plans of the Company over the last few years, demonstrating their strong conviction in the Company's fundamentals, as well as its long-term growth trajectory.
As a sign of increased confidence, the company promoter has raised their share from 65.15% to 72.41% infusing fresh funding of Rs 90+ crs in the company in the form of equity and long term loans over the last few years which has helped the company not only to stay ahead of the curve but also continue its transformation and expansion journey amidst macroeconomic uncertainty.
Others 27.59 % 72.41 % Promoters Holding
SHAREHOLDING
Strategic Overview Value Creation at AYM
The members of our Board are drawn from diverse backgrounds, qualifications, skills, and experiences that contribute to a well-rounded leadership at the helm. It balances several deliverables, achieves sound corporate governance objectives in a promoter-owned organisation and acts as a catalyst in creation of stakeholder value. The Board and its Committees are able and equipped to effectively guide our strategy and oversee our operations in a rapidly evolving industry.
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Rajesh R Mandawewala Non-Executive Chairman
Mr.Rajesh Mandawewala, a dynamic business leader with over four decades of experience in the textile industry. He believes in driving innovation, catering to the needs of the customers, and unlocking India’s socio-economic potential. He is a fellow member of The Institute of Chartered accountant of India.
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Atul Desai
Independent Director
Mr. Atul Desai, a specialist in mergers and amalgamation, corporate law advisory, National Company Law Tribunal proceedings, and commercial arbitrations, He adds immense value in the field of compliances and controls. He is the Chairman of our Audit Committee and Nomination & Remuneration Committee at AYM. He holds a graduate degree in Law and practises at the Bombay High Court.
Abhishek Mandawewala Managing Director & CEO
Mr. Abhishek Mandawewala, a visionary young entrepreneur who transformed AYM into a technologically - advanced world class manufacturer. He has been driving force behind AYM’s Innovation and product differentiation strategy. He holds a M.Eng (Honours.) degree in Manufacturing Engineering from University of Cambridge.
Mohan Tandon Independent Director
Mr. MK Tandon, former MD of General Insurance Corporation of India, has spent over two decades on the boards of over a dozen publicly listed companies from a diverse range of industries. Being Industry veteran, he spearheads the company in Strategy and people management. He is graduate form Lucknow university .
Kushboo Mandawewala Whole Time Director & CHRO
Ms. Kushboo Mandawewala, is a certified marketing expert from the Indian School of Business (ISB). She heads HR and drives the CSR initiatives at AYM while also leading the company’s corporate communications and brand building efforts. She has a bachelor’s degree in engineering.
KH Viswanathan Independent Director
Mr. KH Viswanathan, with 33 years+ of experience in the field of tax and legal advisory, audits, business strategy, and mergers and acquisitions has been a guiding force for establishing internal controls and systems and in the journey of automation. He is a fellow member of The Institute of Cost Accountants of India.
Emerging Stronger Together | Resurgence through resilience and responsibility
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Our Strategic businesses demonstrated a strong performance during the year. Our cost rationalization initiatives, through put initiatives at Plant, the growing share of value-added products and improved efficiency across helped us deliver a robust performance in second half of the year.
Growth in Strategic and Core Business
Increase in share of Export 40% to 42%
Highest Ever Revenue Increase in share of Export INR 359 crores in Q4 40% to 42% Highest Ever production Increase in capacity in key in Q4 17000 + MT segments by 10% to 15%
Value Initiatives
Recycling and reuse of waste
Energy optimization at the Palghar and Silvassa plants
Reduction in waste and in consumption of power, water and coal
Covid-19 Protocols
Frequent sanitisation of the workspaces
Vaccination drive for employees and their families
Quarantine rooms for infected employees
Digital Transformation
Robust digital workspace for employees
Virtual health and wellness programs for the employees
Automation of various processes
Strategic Overview Year gone by
Innovation: New Products Introduced
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O pulenz TM
alluring. e nduring.
SYN RGY TM
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With our well equipped R&D centre, we have managed to innovate even more products in niche segments that fulfil the demands of various customers. For the past couple of years, the product development and commercialisation have been in full force, and we have a good requirement of sampling requests from many of our customers for these new products. Our continual focus is to expand the total addressable market for our power brands through diversification in carefully selected categories and moving in this direction we have filed patents of few of these new products developed. These new products are
unique to AYM Syntex, especially Ecose and Silkenza, We expect a good response from the customers and the market regarding these new products, especially those belonging to the tri-colour line. AYM Syntex continues to push these new products in the market, and the volumes keep growing month on month. In the coming quarters, we are also expecting to launch several new products, some of which are already close to the finish line.
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Throughput Initiatives
AYM Syntex has undertaken several throughput initiatives this year to improve efficiencies across all segments, and the results have been encouraging. With minor change and modifications to the machines and product mix, our production capacity has gone up by 10% to 15% at Palghar and Silvassa in select areas, which has enabled us to grow further into strategic segment.
We have also undertaken several value throughput initiatives this year. We have reduced the overhead cost by recycling and reusing waste, organization in packing costs, energy-optimising and reducing usage of power, water, and coal. We have also installed a solar power generation capacity of 850 KWP at Silvassa to meet our energy needs in a sustainable manner.
These initiatives are helping us emerge stronger than ever and allowing us to balance against the external factors of demand. we plan to invest our efforts further in such throughput initiatives that are expected to go further up in the coming year.
Adopted new technology to reduce energy usage in chemical treatment
Invested in new measures at both plants to reduce power consumption
INCREASED MACHINE OUTPUT
10%-15%
CAPACITY OF THE POLYESTER MOTHER YARN LINES
2X
REDUCTION IN THE WATER TREATMENT COST
50%
INCREASED PRODUCTION IN SPINNING DIVISION, RAKHOLI
33%
Taken new measures like manufacturing recycled yarn and recycling of packing material
WITH MINIMAL CAPEX TOWARDS THROUGHPUT IMPROVEMENT
Strategic Overview Year gone by
Unlocking Potential Through Pandemic: FINANCIAL MEASURES
Minimizing financial risks and capitalizing on emerging opportunities through prompt responsive action.
Although on the whole, the pandemic led to undesirable outcomes for most industries, the nature of our business and our prompt responsive actions have allowed us to financially stay afloat and even thrive in certain areas during the pandemic.
Liquidity fund Management & Debt reduction
In times of crisis, decision making needs to be well-informed and quick to avert financial distress and unintended consequences. With liquidity, which can deteriorate quickly, the ability to act promptly can mean the difference between survival or failure in times of distress. Implementing a liquidity management and mitigation approach is critical to providing short-term cash needs in the face of declining sales prospects. Our company has worked tirelessly on closing the critical gaps especially on working capital management and for urgent needs like cash visibility which was the priority considering the likelihood of multiple waves of the pandemic and a prolonged economic crisis. Developing a liquidity management approach which incorporates an effective decision framework through improved cash forecasting lead to strengthening the cash culture across the organization and has helped us to ensure that we maintain a robust liquidity position and be better prepared for the next crisis.
Optimizing operational expenses
During the period, Significant efforts are undertaken to rationalize the overall costs in the value chain based on principles of resource optimization, recycling, alternate sourcing and improving productivity. The business therefore delivered healthy earnings growth in second half of the year through pricing interventions, aggressive cost management and rationalization of discretionary spends.
The lockdown saw AYM achieve historically unprecedented levels of output due to maximized efficiencies and accelerated production speeds. We were aided by the value engineering initiatives we had planned in the past two years, which finally began to bear fruit during the pandemic. These initiatives, which include recycling and reuse of waste, improved agreement terms with vendors, and utility optimization, have now increased our capacity on a permanent basis and will continue to reflect in our operational performance going forward
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Cost Optimization Measures
Reduction in wastage Energy and utility Harder negotiation Manpower productivity
and downgrade cost optimization with vendors improvement
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Leveraging evolving market trends
Consumer trends resulting from nationwide lockdowns favored specific sections of AYM Syntex’s product portfolio. In general, there was an increase in the purchase of products at the expense of travel and outdoor leisure activities. As a result, the demand for key product categories like BCF and IDY rebounded to pre-lockdown levels faster than other products. This resulted in, the demand restoration across all segments to pre-pandemic levels but also exceeded them in certain categories, leading to an increase in sales volumes. We expect this growth trajectory to continue beyond the pandemic as more and more of our throughput initiatives begin to fructify. As we start to see some consistency in results, we look to grow areas of the business which show promise and are in line with our strategic direction such as industrial yarns and flooring yarns in a highly calibrated manner. It is important to continue to remain close to the customer and continue to innovate based on their need. With a good portfolio of products available, the focus needs us to always stay a step ahead of the competition
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Unlocking Potential Through Pandemic: DIGITAL TRANSFORMATION
Leveraging Technology Towards Inclusive Growth.
Work From Home Technologies
Cloud Data Storage and Transfer
Process Automation
Digital Communication Encryption
DIGITAL WELLBEING OF ALL
Virtual Activities to Keep the Workforce Motivated
Digital Learning Activities for the Employees
Virtual Health and Awareness Programs to Aid the Workforce
Strategic Overview Year gone by
The power of digitalisation is believed to be of utmost importance in transforming business.
In addition, the team leaders also organized various digital learning activities to train teams to work efficiently and effectively on the digital platforms. We also organized several virtual health and wellness programs to aid the workforce while working from home to keep them motivated and help them maintain a healthy work-life balance.
The COVID-19 pandemic and the lockdowns accentuated our core value of leveraging technology towards inclusive growth. During the year, we continued to upgrade our systems, tools, processes, and people while focusing on digital. The aim is to make our system leaner and more agile so as to enhance the user experience, reduce risks and increase stakeholder value.Our digital transformation journey is focused on enhanced system efficiency, real-time information collection and decreasing human intervention
The organisation integrated a robust IT Platforms that enabled the processes behind working from home. This infrastructure enabled our employees, partners, and vendors to virtually handle the operations, transactions, and documentations seamlessly.
Technology became the bedrock of our digital transformation in the time of the pandemic, where we implemented a multi-layer integration of various technologies and processes to navigate the New Normal, and as a result, gear up for the future.
More importantly, this infrastructure was backed by secure, encrypted communication systems that prevented cyber leaks or attacks.
As per the government mandates, AYM Syntex took several measures to file taxes, share critical legal documents, and carry out other obligations virtually with government and auditory agencies securely, ensuring minimum physical interaction of our workforce with others.
While the digital embrace was rapid, our employees, partners, and vendors were receptive to it, ensuring a successful transformation that kept our operations on track during the lockdowns. The digital transformation was a synthesis of various technologies, processes, ideas, and a lot more—which came together seamlessly to help us pivot online.
As a textile company, there are several processes that could not be handled virtually. For such operations, the company implemented strategies of automation that automated a lot of the workload processes, enabling continuity of operations despite work from home. Various initiatives like Warehouse management system and Bar code were taken during the year to enable better controls and also ease out operations. This also minimised the number of employees required on-site for these processes.
While switching to a digital workplace, there were some concerns that cropped up. For instance, the workforce was apprehensive of the physical distance, the reduced workforce at the factory to handle the machinery and equipment, and cybersecurity concerns that came with the transformation, among others.
Our digital transformation boosted employee morale, made communications more accessible, and helped us do more from anywhere.
At AYM Syntex, we believe in turning concerns into opportunities, and that’s what we did with this too. Our digital technologies enabled the workforce to engage despite the distances, automate various processes with ease, enable work from home, and secure communications.
The digital endeavour of AYM Syntex provided us with a sudden yet welcome glimpse into the future of digital workplaces, where technology is central to every interaction, transaction, and operation. The transformation impelled us to learn and progress digitally more quickly than ever.
The first technology that our business adopted was virtual workspaces and collaboration tools like Microsoft 365 and Teams. This enabled our workforce to collaborate and communicate virtually across distances, ensuring social distancing during the pandemic. To tackle the challenges of monotonous work from home, we even organized various fun and engaging virtual activities to keep our workforce motivated.
Our learning from this digital transformation will profoundly influence our progress in the coming years. Today’s digital transformation will empower us to retain greater agility, maintain closer ties, and sail through challenges with resilience towards inclusive growth for all better tomorrow.
Emerging Stronger Together | Resurgence through resilience and responsibility
26
Unlocking Potential Through Pandemic: COVID PROTOCOLS
Values, procedures, and practices with well-being and safety at heart for our employees and partners.
COVID-19 Warriors
Appointed employees to help their team members stay safe with the right COVID-19 precautions.
Sanitization Measures
Sanitization tunnels, sanitizer stands, and colony purification to safeguard our employees and their families.
The COVID-19 outbreak made the year 2020-21 a huge challenge, which was further complicated by the second wave. However, AYM Syntex was better prepared to handle it. After all, our core values have always been long-term business resilience and responsibility to support the lives we touch upon. These two values have helped us stay on course throughout the year and adapt to the new normal. The transition to the New Normal wasn’t straightforward, but thanks to our employees’ dedication and support, we managed to turn this challenge into an opportunity for better growth for our employees and partners, with phenomenal results. Our operations remain undisrupted, our employees and partners are confident despite the second wave, and our facilities are healthier than ever.
We achieved these results by implementing various COVID-19 protocols, which were further strengthened to tackle the second wave. We implemented a company-wide social transformation and laid down several practices and values to be followed by all our employees and partners. Foremost, we appointed Covid Warriors within our workforce to act as a guiding beacon for their team members. These Warriors were responsible for creating awareness and educating their team members about the COVID-19 protocols, encourage precautionary discipline like social distancing and mandatory use of masks, and monitoring their health regularly.
Apart from the base level COVID-19 protocols, we set up robust sanitisation measures across our colonies, offices, and factories during the second wave. These measures include sanitisation tunnels at entrances, mandatory temperature and oxygen level checks at gateways, sanitizer stands at high-traffic areas, and extensive use of
Vaccination Drive
Administering vaccinations to all our employees and their dependents as per the government norms.
Quarantine Rooms
Dedicated quarantine rooms at the Worker Colony with adequate medical support for the infected employees.
awareness posters. To protect our employees during the emergence of the second wave, we also carried out colony sanitization and purification. We cleaned the offices and factories with antiseptic cleaners multiple times a day, too. Lack of vaccinations was another concern during the recent months, which is why we carried out a vaccination drive, as per the government norms, for all our employees and their dependents. Additionally, for our infected employees, we arranged quarantine rooms for them at the Worker Colony and guest house with all the right medical support they needed so that they could recover with ease.
AYM Syntex has always been driven by technology, and the pandemic months weren’t any different. We pivoted our operations to a digital sphere to ensure continuity and aid work from home. Some of the digital technologies we have implemented as part of our COVID-19 protocols are digital workspaces with Microsoft 365, automation strategies at the factories, WMA systems, and cloud computing and documentation. This allowed our workforce to collaborate over distances efficiently and securely.
Our aim is to ensure that our employees feel supported and valued, while ensuring the well-being of their families.The COVID Care Measures we initiated have been done so keeping in mind the health requirements of our employees. We set up various facilities such as a vaccination drive, COVID-care centers and other hospital facilities for our workforce and their families. These challenging times also led to the loss of some of our employees. We have decided to provide their families 50% of monthly salary for two years as living allowance and education fees for two kids up to graduation and medical insurance to the family of our employees for a duration of 10 years. With the second wave of COVID-19, we continue to stand in solidarity with every member to ensure their mental, physical and financial well-being, as they navigate through these challenging times.
Strategic Overview Year gone by
Unlocking Potential Through Pandemic: SOCIAL RESPONSIBILITY
Empowering and educating our people and communities through responsible action.
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20 Water purification units installed
across Palghar & Silvassa
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7700 Community members supported
through safe drinking water initiative
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90 Students supported through
quality education
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Food packets distributed during
14,000 Covid-19 lockdown
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2400 Vaccinations provided
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A closer look at our Performance
While H1 FY 21 was largely disrupted on account of COVID 19, our propensity to adapt swiftly helped us not only withstand the challenges and come out stronger in H2 FY 21 and deliver all time high results, backed by a healthy balance sheet and prudent management of our working capital
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FY 2020-21 ₹ in Crs
Quarter Ended Annual
Particulars
30-Jun-20 30 Sep 20 31 Dec 20 31 Mar 21 FY 2021
Revenue from operations 91.2 212.4 294.2 349.7 947.4
Earning Before Interest, Tax, Depreciation
(5.6) 21.1 35.4 43.4 94.2
& Amortization (EBITDA)
Finance Charges 8.7 8.8 8.2 8.5 34.1
Depreciation 10.9 10.8 10.7 10.4 42.7
Profit Before Tax (PBT) (25.2) 1.5 16.5 24.6 17.4
Profit After Tax (PAT) (16.4) 0.9 10.8 18.8 14.1
Earning Per Share (EPS) [in ₹] (3.3) 0.3 2.2 3.7 2.8
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FY 2019-20
₹ in Crs
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Quarter Ended Annual
Particulars
30 Jun 19 30 Sep 19 31 Dec 19 31 Mar 20 FY 2020
Revenue from operations 249.3 269.2 264.1 245.4 1,028.0
Earning Before Interest, Tax, Depreciation
22.4 25.2 25.9 24.1 97.6
& Amortization (EBITDA)
Earning Before Interest, Tax, Depreciation
22.4 25.2 25.9 24.1 97.6
& Amortization (EBITDA)
Finance Charges 9.3 10.2 9.8 9.0 38.2
Depreciation 11.0 11.2 11.4 11.2 44.8
Profit Before Tax (PBT) 2.1 3.8 0.3 4.0 10.2
Profit After Tax (PAT) 1.8 2.3 4.4 8.9 17.4
Earning Per Share (EPS) [in ₹] 0.4 0.5 0.9 1.8 3.6
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Strategic Overview Year gone by
In any crisis, it is important to move quickly to reset objectives in line with changing market realities. While the external environment continues to remain uncertain, given the recurrent waves of the pandemic, however, our propensity to adapt swiftly to changing times and respond within minimum time is the only way forward to drive success. Moving ahead in next few quarters we look upon the opportunities of further improvement
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Continued focus on research and development
Purposeful increase in capital expenditure
To build on the success of our previous innovations and patented products, AYM Syntex plans to file more patents in the coming quarters which will lead to a richer product mix and minimize the risk of commoditization.
A majority of future capital expenditure will now be for strategic initiatives. The company will also optimize overall expenditure by first focusing on low hanging ret ni stiurfmo fo spputroeitini rof smorpnivc gapa ytic utilization and debottlenecking in the existing processes.
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Capitalizing on cost-saving opportunities
Outsourcing for low-margin and low-value products
While efforts to reduce costs on energy, water, and other utilities and supplies have always been ongoing, we have still identified areas where savings can be further boosted. The company will actively focus on bringing these costs down using measures including but not limited to finding suppliers that are more competitive than our current suppliers.
Our throughput initiatives have been a key driver of our growth in recent years. They will continue to be so in the coming quarters while many other such initiatives will also begin to show results. Additionally, we have identified a few more opportunities like improving output to input yield, machine speeds, value losses etc which we will work on capitalizing in the coming years.
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Pushing on with throughput initiatives
Our throughput initiatives have been a key driver of our growth in recent years. They will continue to be so in the coming quarters while many other such initiatives will also begin to show results. Additionally, we have identified a few more few more opportunities like improving output to input yield, machine speeds, value losses etc which we will work on capitalizing in the coming years.
Emerging Stronger Together | Resurgence through resilience and responsibility
30
This discussion covers the financials results, operational performance and other developments for the year ended 31st March 2021 in respect of AYM Syntex business. The Management Discussion and Analysis (MD&A) should be read in concurrence with the Audited Financial Statements of AYM Syntex Limited, and the notes for the year ended Mcra3 h2 ,102T .1hetats eme stnmader siht ni ep tro rof erawol-draonika gn era dmado eht nb eac fo sis niatre assumoitpna sne dxpeoitatcne erutuf fo sveT .stnhC eompan y cannot guarantee that these forward-looking statements will be realized, though they are set out based on anticipated
results and management plans. The Company’s actual results, performance or achievements are subject to risk, uncertainties and even inaccurate assumptions, which could thus differ materially from those projected in any such forward looking statements. The Board of Directors of the Company assumes no responsibility in respect of the forward-looking statements mentioned herein, which may differ in future on account of subsequent developments, events or otherwise and the Company is under no obligation to publicly update any forward-looking statements on the basis of subsequent developments, information, future events or otherwise.
ECONOMIC OVERVIEW
Global Economy
The COVID-19 crisis has delivered a significant shock to trade, restricting cross-border travel, disrupting international production networks and depressing demand worldwide. The fear of coronavirus has even limited the movement of the individuals. People avoided going to buy the daily essentials, which impacted the economy of the world as a whole. The pandemic hit the developed economies the hardest due to the strict and prolonged lockdown measures imposed in many European countries and some parts of the US during the outbreak, while the contraction was comparatively milder in developing countries.
The Organization for Economic Cooperation and Development (OECD) has reportedly cut their expectation for global growth to 2.4% from 2.9%, and warns that it could fall as low as 1.5%.Covid-19 has disrupted global supply chains and this is generating spillover effects throughout different levels of supplier networks. Global trade in 2020 fell in every region of the world, and will take a few years to recover to pre-pandemic levels. The World Trade Organization (WTO) expects global trade to fall up to 32% this year due to the coronavirus pandemic. However, Several monetary authorities also announced changes in their monetary policy frameworks to enhance policy flexibility and improve monetary transmission in their efforts to improve demand and revive economies After an estimated contraction of –3.3% in 2020, the global economy is projected to grow at 6% in 2021, moderating to 4.4% in 2022. After an estimated contraction of –3.3% in 2020, the global economy is projected to grow at 6% in 2021, moderating to 4.4% in 2022. The contraction for 2020 is smaller than initially projected, reflecting the higher-than-expected growth outturns in the second half of the year for most regions after lockdowns were eased and as economies adapted to new ways of working.
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6
4
2
0
-2
-4
2020 2021 2022
Source: www.imf.org/en/Publications/WEO
Global Economic Growth %
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Global growth is expected to moderate to 3.3% over the medium term—reflecting projected damage to supply potential and forces that predate the pandemic, including aging-related slower labor force growth in advanced economies and some emerging market economies. Thanks to unprecedented policy response, the COVID-19 recession is likely to leave smaller scars than the 2008 global financial crisis. However, emerging market economies and low-income developing countries have been hit harder and are expected to suffer more significant medium-term losses.
Statutory Report Management Discussion and Analysis
Indian Economy
India is the fastest-growing trillion-dollar economy in the world and the fifth-largest overall, with a nominal GDP close to 3 trillion. The ramifications of the pandemic have taken a heavy human toll, not just in terms of afflicting lives and human well-being, but also by impacting incomes and livelihoods.
The Indian economy, after subdued growth in 2019, had begun to regain momentum from January 2020 onwards, only to be stalled by the once-in-century health crisis. The economy witnessed a sharp contraction of 23.9% in Q1 FY21 and 7.5% in Q2 Q2FY21, due to the stringent lockdown imposed during March-April, 2020.
The countrywide shutdown has brought an immediate end to almost all economic activities. The instability of demand and supply powers is continuing even after the listing of the lockdown. The Indian economy will need time to return to its normal state.
The Indian economy, after subdued growth in 2019, had begun to regain momentum from January 2020 onwards, only to be stalled by the once-in-a century health crisis. India’s growth fell to 3.1% in the fourth quarter of the fiscal year 2020, according to the Ministry of Statistics. The unemployment rose to 26% in April, from 6.7% in March 2020. During the first phase of lockdown (25 March-14 April 2020), the Indian economy was expected to lose $4.5 billion every day. For the complete lockdown period, the economic loss predicted to near $2.8 trillion.
healthcare challenges posed by the enormity of the second wave and expectation of an impending third wave, restrictions imposed by states could stay for longer in one form or the other – at least for as long as a larger proportion of the population is not vaccinated against Covid-19. Ramping up vaccinations to cover a larger proportion of the population seems the only way to usher in speedier and broad-based recovery. The Indian government’s target is to fully vaccinate the adult population by end-2021.
The fundamentals of the economy remain strong, and the gradual scaling back of lockdowns along with the astute support of the Atmanirbhar Bharat Abhiyan have placed the economy firmly on the path of revival. looking forward, projections for the Indian Economy paint a positive picture. As suggested by an Ernst & Young report, while the Indian Economy may have seen the hardest fall due to the pandemic, it will also be the one to recover more than other leading economies, outpacing the likes of China.
It has significantly affected the small and large business in the Country. This coronavirus pandemic has also impacted export and imports given the
Growth Projections (%)
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15
11.0
10 8.1
6.5 7.3
-4.8
5 4.3
2.9
2.3
0
-0.2
-3.5
-5
-4.8 -4.8
-6.7
-10 -8.0
MIE US Euro area Japan India China Dev Asia
2020 2021 (f)
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Source: Asian Development Outlook 2021 (April 2021) (f): forecasted, *data for India pertains to fiscal year; MIE: Major Industrial economies
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32
INDUSTRY OVERVIEW
Global Textile Market
One of the largest providers of employment after agriculture, the global textile and apparel industry is dynamic and ever-evolving. It has undergone enormous changes over the years, witnessing multiple shifts in consumption and production patterns, as also significant changes in geographies and manufacturing, given its dependence on the availability of cheap labour. Global textile and apparel trade is estimated at US$ 823 billion which has grown at a CAGR of 4% since 2005 and is estimated to exhibit a CAGR of 4.3% from 2020 to 2027 owing to the increased demand for apparels, especially in developing countries such as China, India, Mexico, and Bangladesh (Source : Grand View Research). However it is expected to decline in 2020 at an annual growth rate (CAGR) of -2.8%. The decline is mainly due to economic slowdown across countries owing to the COVID-19 outbreak and the measures to contain it.
Presently, China holds the largest share in textile and apparel global trade, aided by its vertically integrated supply chain from production of fibre to the weaving of fabric and garmenting. But increasing labour and energy costs are eroding China’s competitive advantage to some extent. Moreover, the pandemic has forced several Global brands to think of shifting the manufacturing set up from China to other parts of Asia. The global apparel manufacturers are finding Bangladesh, Vietnam and India equally attractive destinations.
The global flooring market size was estimated at US$ 369 billion in 2019 and is expected to expand at a CAGR of 5.9% from 2020 to 2027. The rising need for aesthetic interior materials in building structures is anticipated to fuel the product demand. The growth of construction sector, especially in the emerging economies is expected to further support the market growth.
Outlook
The pandemic-induced lockdowns have initiated and driven new trends in consumer behaviour favouring the demand for our products. The most prominent and pertinent of these is the increasing demand for work-from-home-friendly products. Specifically, athleisure wear, which is the apparel category most dependent on synthetic yarns, saw unprecedented growth during the pandemic. This trend is expected to extend well into the coming years.
Similarly, the rise of the work-from-home culture has also led to an increase in demand for domestic-use textiles and other home decor products. Consumer behaviour is also evolving as the health and safety concerns suddenly became the purchase driver, and the industry had to go for technological adaption in a matter of months that would typically have taken years to occur. While the pandemic accelerated innovation, it also set in force trends that will not subside with the virus.
The general outlook for the global technical textile industry also looks promising. Driven by demand for synthetic polymers for residential and industrial applications, it is poised for steady growth at 8% CAGR from 2021 to 2029.
Statutory Report Management Discussion and Analysis
Indian Textile Market
The government of India has initiated various policies to support textile and apparel sector’s growth for the long-term horizon. With the allowance of 100% FDI in the sector under the automatic route it is expected to attract USD 140 billion (INR 10,485 billion) foreign investments in the coming years and also carried out high investments under various schemes like Integrated Textile Parks (SITP) and Technology Upgradation Fund Scheme (TUFS) to encourage the flow of more private equity and to train the workforce. For further accelerating the growth in the textile industry, the Textile Ministry assigned INR 6,900 Million (USD 106.58 million) for the setup of 21 readymade garment manufacturing units in seven states for the development and modernization of Indian Textile Sector Being largely a consumer driven industry, textile and apparel sector’s growth and performance is majorly dependent on India’s growing economy.
This has resulted in the growing demand for insulation, thereby supporting market growth. Moreover, consumer preferences for aesthetically improved designs, textures, and colors and low-maintenance and easy-to-install floorings are anticipated to ascend the market growth.
Th e orgwht ni htet ea elitxna dpps leraes si rotcuniatse d bht yorts en g domestic consumption as well as export demand over the medium term. India has cost competitiveness in raw material, together with healthy infrastructure and skilled labour force as compared to neighbouring countries like Bangladesh and Sri Lanka, which is expected to provide support in expanding the country’s share in the global textile and apparel market.
Though short-term hiccup due to the ongoing Coronavirus pandemic will result into contraction and lower growth and market value for the next couple of quarters as compared to historical average, it is still estimated that India has the potential to reach USD 70-80 billion in exports and achieve much higher share of the global market by 2024.
Indian domestic textile and apparel market is estimated at $75 billion in FY21. The market fell 30% from $106 billion in FY20. The market is expected to recover and grow at healthy CAGR from FY20 to reach $190 billion by FY26. Apparel constitutes ~74% share of the total T&A market in India and Home Textile constitutes ~19%. . India ranked 2nd in textile export with 6% of global share and stood 5th in apparel export with 4% of global share. In terms of employment, Indian textile industry is the second largest employer after agriculture, providing direct and indirect employment to nearly 100 million people in India. The sector is broadly classified into three categories, with cotton accounting for 50% share, followed by man-made fibres and jute textiles.
Despite the large share in the global market and contribution of 2.3% of the Indian GDP, the Textile and Apparel industry has been majorly affected ever since the implementation of the GST, post which the imports in the sector has surged especially due to the apparels from low cost manufacturing destinations like Bangladesh and Sri Lanka. It has been additionally facing hurdles due to decline in exports of yarns amidst withdrawal of various government incentives. The industry is highly capital intensive in nature and is dependent for its capital requirements through borrowings from banks and financial institutions.
The widespread impact of the covid-19 which has let no sectors unturned and is expected to decelerate the growth projection of the textile and apparel industry in India, which was once projected to grow at a CAGR of ~12% to reach USD 220 billion (INR 16,637 billion) by 2025-26 (as per the data released by the Ministry of Textiles).
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However, According to Grand View Research, the global flooring market size was valued at $388 billion in CY20 and is expected to grow at a compound annual growth rate of 6.1% till CY28. The rising need for comfort and privacy, owing to noisier surroundings, has spurred the demand for insulation across the flooring market as a well-insulated floor creates an improved sound environment.
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India’s Domestic Textile and Apparel Market Size (US$ billion)
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4
60
11
50
40
30
2
30 5
1 2
4
5
20
1 12 16
2 12 10
10 9 4
5 4
4 7
3 4 4
0 21 4 2 2 3
2005 - 06 2010 - 11 2019 - 20 2020 - 21 (E) 2025 - 26 (P)
Fiber Yarn Fabric Apparel Home Textile 0ther
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Source: DGCI&S Analysis
Outlook
Taking its cue from global trends, the Indian textiles and apparel markets have embarked on a growth trajectory after a significant dip in 2020. The apparel market is expected to soar at 18% CAGR to nearly double in market size by 2024. Notably, the athleisure segment is estimated to outpace this trend and achieve a CAGR of 20-25% in the same period. The Aatmanirbhar Bharat initiative is gaining steam in the country, under which the
government continues to announce new schemes to support the textile sector, from minimized export duties to production-linked incentives. This is likely to have knock-on effects on the industry and result in ease of export and expansion for businesses involved. In summary, the increased pull from consumers and push from the government makes the upcoming period favourable for the domestic textile market.
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18% 5700 - 5800
-27%
13%
4000 - 4200
3000 - 3100
2500 - 2600
2015 2019 2020 2024 (F)
(Sources: Boston Consulting Group & Retailers Association of India)
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Statutory Report Management Discussion and Analysis
BUSINESS OVERVIEW
The Financial year 2020-21 was the year of challenges with COVID – 19 disrupting the economic demand in first and supply chain across the second half of the year. Just as the business was starting to recover from series of macro-economic turbulence over last few years and years of hard work were starting to culminate in the form of improving results, the Covid-19 has delivered a significant shock to trade, restricting cross border travel, disrupting international production networks, and depressing demand worldwide.
After and unprecedent lows of first quarter of FY 21 on account of stringent lockdown imposed during March-April 2020, business started improving on the exports side in second quarter although the domestic market demand was struggling due to restrictions in economic activities in most of the parts of the country. However, the overall movement of Exports showed a speedy pickup in Q2 FY 21 while resurrecting to pre-pandemic levels in H2 FY 21 and in some strategic areas also surpassed previous year levels. During the lockdown in initial part of the year, company focused on improving operating efficiencies, reducing costs, improving throughput and most importantly, increasing the share of value-added products in our product mix. As a result, the strategic business has gone from strength to strength despite setbacks. Increasing share of value added business has not just improved margins but also provided stability and predictability in the face of volatility. All this helped us improving the quality and resilience of the business with sustainable margins and growth, free cash generation and consequent debt reduction.
The year ended with highest ever quarterly Top line and EBITDA with exports share increasing to 42%.
The share of value-added innovative products such as Wonderfeel, Industrial Yarn, Comfeel, Solution Dyed Nylon, Ecose, Silkenza, EQ Dyed Nylon continues to grow overall in volumes. Company is able to squeeze out far higher output at efficiencies and speeds during the FY 2020-21.
Nylon and Polyester
Textile business was impacted drastically on account of the COVID lockdown during the year. However few strategic segments like IDY etc remained largely unaffected. Company has also initiated several throughput improvement initiatives which have progressed well. Company have doubled the capacity on one of our polyester mother yarn lines and are expected to repeat this in one of our nylon mother yarn lines also. Company can squeeze out more of the machines without incurring any major CAPEX in order to grow the bottom line and top line. There are two important changes that we must bring to the POY TEX business; simplify the operation that is fairly complex and start outsourcing processes which are capital intensive to the companies that are willing to do it at a lower return Lot of work has been done on cost rationalization including recycling and reusing of waste, harder negotiation with vendors, energy and utility optimization, and lower consumptions of dyes and chemicals through value Engineering. Going forward the company will focus on key priority areas like supply chain integration, cost realignment, health and safety as well as digital investments. This means Company will focus more on the downstream processes such as texturizing, air texturizing, splitting, twisting, and which are more customer-facing.
Conventional Dyeing
Conventional Dyeing business of the company is hosted at the Palghar Plant, which have been struggling with in the past, has seen a dramatic turnaround this year. The company has been able to significantly improve cost and bring down the breakeven volume. The breakeven level of the plant is now down by 200 to 250 tonnes conclusively. This was achieved by
improving right first time (RFT) buying, reducing downgrades and wastage, bringing about significant improvement in labor productivity and savings achieved in auxiliaries amongst others. The business is now a lot more competitive and some of the business development initiatives which should help us finally see some improvement in volumes. Operational costs like water treatment, consumption of dyes and chemicals etc has reduced significantly resulting in extra cushion to margins. The floor covering space is also gradually increasing its volumes through the Palghar plant and continues to garner interest and over the next year or two it is these products that will fill the gap of the weakened capacity. Company has also been able to strengthen the structure in Palghar which will enable us to build new customer relationships. The product development work in the conventional dyeing space is also in full swing and will help us increase in volumes as well as margins going forward.
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Bulk Continuous Filament Yarn (BCF)
The rising need for comfort and privacy, owing to noisier surroundings, has spurred the demand for insulation across the flooring market as a well-insulated floor creates an improved sound environment. This has resulted in the growing demand for insulation, thereby supporting market growth on floor covering space. Moreover, consumer preferences for aesthetically improved designs, textures, and colors and low maintenance and easy-to-install floorings are ascending the market growth. The impact of slowness in demand on account of COVID was least felt in the floor covering segment.
It is the exports in this segment, value added products and strategic customers that saw the lowest dip in volumes. This year we were not only been able to fill up capacities (post COVID 19 lockdown) faster, but also improve margins with increasing share of differentiated products, better sales mix, new product developments.
Innovation pipeline looks strong with variety of customized products as well as few patent – pending products ready for the launch. Company is also focusing on growing this line of business by incurring some additional debottleneck capex in coming year to cater to the demand and service customer needs
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Statutory Report Management Discussion and Analysis
HUMAN RESOURCES
Adhered to health and safety guidelines : The Company is operating in accordance with the health and safety guidelines as issued by the respective government authorities. We have adopted several additional measures encompassing Industry best practices across our offices and plants to keep our employees and service providers safe. So, all the plants are completely working COVID-free.
Driving change through Human Capital: Our employees are our greatest resource and we ensure we provide adequate opportunities for their professional development. We see them as the main pillars in taking our organization forward and constantly take efforts in providing an enabling environment for them to learn new skills, develop competencies and deliver value. We focus on the needs of our employees and provide adequate employee benefits, while supporting a healthy work-life balance, to enhance productivity and employee retention.
Employee engagement and well-being: Employee engagement is central to retain our workforce. We understand the role employee engagement programs play in keeping employees motivated and involved in their work. To encourage employee engagement, our HR department regularly undertakes various programs and initiatives. The aim of these programs is to maintain communication, keep employees informed about our organization’s progress and understanding their aspirations and concerns. We diligently promote a conducive work environment with a good work-life balance for all employees. We have a comprehensive employee benefit plan which includes parental leave, medi-claim policy, personal accident insurance, term life insurance, travel insurance, leave benefits, provident fund, and car lease, among other benefits, to all our employees. Besides this, socio-cultural activities like get-togethers, birthday celebrations, yoga, meditation, festival celebrations and training and development are also organized. As it is equally important to reward and recognise the performance to the employees who stood up during the time of need, we subsequently launched GloryUs 2.0 which was curated in the concept of “on the spot recognition”.
Learning & Development: As we ponder in performance of the organisation, we constantly keep on nurturing the talent for building a performance driven culture. We devised training programmes with the three objectives namely
1. To bring in efficiency in the daily operations,
2. To groom talents to take up the next level role and
- To make the employees aligned with the organisational culture. As we pondered upon the three objectives, we planned for training programmes like SAP, Skill Matrix, Process training for specific departments, Social media well-being, safety, behavioural and developmental trainings were organised across the organisation.
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Providing a safe and healthy environment: Ensuring a healthy and safe work environment is never compromised at AYM. We strive to maintain the highest safety standards to reduce incidents from occurring. The safety culture is driven by the top management and executed at every level through the EHS Management System. Specific responsibilities have been defined for each level and have been implemented by various types of management programs and by conducting regular audits. AYM is accredited with OHSAS 45001 that enables risk assessment of all activities for achieving organizational HSE goals. Our Safety Committees at the facilities ensure adherence to Occupational Health, Safety and Environment (OHSE) policy, compliance with regulations and provide safety trainings to our employees and contract staff. In addition to general practices there were several other measures taken to support the employees during the pandemic, where we have rolled out salaries 15 days in advance for our blue collared people strength during the nation-wide lock down to support them for procuring of daily necessities in advance and to restrict movement to keep them safe. Additionally we rolled out a policy for supporting the families of deceased employees for Covid, where we have decided to pay 50% of the annual salary for 2 years, along with the same kids education up to the graduation level, medical policy for the family along with the same we will be providing job assistance for the spouse. Going by the vision statement of “People focus” we have vaccinated all our employees and their families across all locations.
Emerging Stronger Together | Resurgence through resilience and responsibility
38
RISK MANAGEMENT FRAMEWORK
Risk is an integral and unavoidable component of any businesses. The Company has established comprehensive Risk Management System to ensure that risks to the Company’s continued existence as a going concern and its development are identified, measured, managed and mitigated on a timely basis. Management identifies and evaluates – especially such risks which could jeopardize continued existence, at an early stage and defines and implements measures to control these risks.
These risks are then classified and quantified depending on probability of occurrence and the extent of potential damage. The management presents the Enterprise Risk Management report along with planned mitigation measures to the Audit Committee. We continuously evolve our risk management system which is enabling our business to achieve its strategic objectives; and deliver sustainable, long-term growth and a commitment to responsible business practices.
The Risk Management System consists of multi phased process. Initially, all risks are identified by different departments and functions as bottom-up approach. These risks are then analyzed and evaluated by the Company’s management team before they are reported to the Audit Committee. Risks are classified in different categories such as Primary Risk & Secondary Risk.
The Internal Risk Committee constituted by the management assists the Board in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company and such other functions as Board may deem fit.
The key cornerstones of our Risk Management Framework are:
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The Company has established a risk management policy that defines the overall risk management framework covering guidelines for risk identification, assessment, prioritization, mitigation and monitoring. Management identifies and evaluates – especially such risks which could jeopardize continued existence, at an early stage and defines and implements measures to control these risks.The Risk Management System consists of multi phased process. Initially, all risks are identified by different departments and functions as bottom-up approach. These risks are then analyzed and evaluated by the Company’s management team before they are reported to the Audit Committee. Risks are classified in different categories such as Primary Risk & Secondary Risk. These risks are then classified and quantified depending on probability of occurrence and the extent of potential damage. The management presents the Enterprise Risk Management
with planned mitigation measures to the Audit Committee. The committee reports its findings and recommendations to the Board. We continuously evolve our risk management system which is enabling our business to achieve its strategic objectives; and deliver sustainable, long-term growth and a commitment to responsible business practices.
The Company has established a risk-aware culture across the organization and established risk management committee at each location (plants and head office) that meets on a quarterly/half yearly basis to assess risks and monitor mitigation measures. Risk registers are developed for each location and drilled down to each function. Risk prioritization and monitoring is performed at Company level as well as plant level and function level. Plant head and functional heads are responsible to manage the risks and report emerging risks to the executive management.
Statutory Report Management Discussion and Analysis ~~STATUTORY REPORTS~~
| S. No. |
Risk Category | Risk Description | Mitigation Plan Ÿ Long term orders / commitments from customers Ÿ Diversifying product mix and geographical mix Ÿ Adequate stocking of material - own space or at vendors space for continued supply; monthly contracts with trusted suppliers Ÿ Moving skilled workers from contract to on rolls Ÿ Skilled manpower - new incentive schemes, productivity bonus, temporary stay arrangements / incentives Ÿ Acquiring additional capacities with minimum lead time for strategic long term business Ÿ Work with Job Work partners to bridge the supply gap Ÿ Adequate employee engagement activities, trainings, providing access to workshops / webinars etc and motivating them with various awards / incentive schemes Ÿ Moving skilled workers from contract to on rolls Ÿ Create bench strength in the high margin business Ÿ Financial growth and long-term benefits like ESOPs, profit sharing to retain the best talent Ÿ Differential treatment in way of Job enrichment / financially to retain talent Ÿ Appropriate systematic program to be put in place to retain senior people as consultants Ÿ Training and integrator of learning and development activities Ÿ Proper communication & clarity of strategic initiatives Ÿ Flexibility in working environment to Employees STRATEGIC REPORTS |
|---|---|---|---|
| 1 | Strategic risks |
Demand Disruption –Sluggish demand and business interruptions due to Covid19 Manpower and RM availability; Lack of geographical diversified base Failure to service additional demand / changed need of customers |
|
| 2 | Human resource risks |
Talent retention / management, Succession planning of Key leadership roles Downfall in employee motivation / productivitywhile working from home. Inadequate communication & clarity of strategic initiatives throughout the organization leading to lack of buy-in and poor execution |
|
| 3 | Commodity availability and price risks |
Volatility in raw material prices may impact the profitability Shortage of material required/ stoppage of operations by vendors |
|
| 4 | Innovative /New product development |
Slower pace of New product development (NPD)/ Failure to commercialize new developed products in market to its potential - New demand generation strategy may fails to drive desired new customers |
|
| 5 | Information technology risks - Cyber security / Data security |
Risks related to Information Technology (IT) systems; data integrity, digital and physical assets, cybercrime and fraud Work from home environment being more prone to cyber risks |
|
| 6 | Liquidity Risks |
Inadequate Liquidity to operate Business smoothly Reduction in revenues due to unforeseen COVID-19 outbreak and resultant lockdown of plant operations |
Emerging Stronger Together | Resurgence through resilience and responsibility
40
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has a strong Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal controls in the Company, its compliance with operating systems, accounting procedures and policies at all company locations. Internal controls are evaluated by the Internal Auditors and supported by the Management reviews covering various areas across the value chain , such as procurement, manufacturing, supply chain, sales, marketing and finance. The Audit Committee review the adequacy of design and the effectiveness of the internal control systems, significant audit observations and monitor the sustainability of remedial measures. All audit observations and follow up actions thereon are tracked for resolution by the Internal Auditors and reported to the Audit Committee. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. The statutory auditors, as part of their audit process, also carry out a systems and process audit to ensure that the ERP and other IT systems used for transaction processing have adequate internal controls embedded to ensurepreventive and detective controls.
The key constituents of the internal control system are:
FINANCIAL PERFORMANCE OVERVIEW
The operating environment during the year was rendered extremely challenging by the outbreak of the pandemic, which caused unprecedented disruptions across the Company’s operating segments. The Company pivoted smartly to address these dynamic challenges demonstrating agility and speed in adapting to the ‘new normal’ by resuming operations expeditiously and making suitable changes to the products and production process in record time to address emergent consumer needs. the Company instituted the highest standards of hygiene and safety protocols across all nodes of operations. Relentless focus on cost reduction across Businesses aided in partially mitigating the impact of negative operating leverage.
During the year ended 31st March 2021, the company sequentially pickup in all the operating segments in the second half of the year help mitigated the impact the disruptions in the first half caused. Operational performance was on an improving trend after first two quarters in the current year and the same got reflected in the financials. Overall, Revenue from Operations of Rs 947.40 Cr lower by 7.8% as compared to the previous year. The volume growth underlying this revenue de-growth over last year was lower by 10.4% as compared to the previous year.
ï Establishment and periodic review of business plans
-
ï Identification of key risks and opportunities and regular reviews by top management and the Board of Directors
-
ï Clear and well-defined organization structure and limits of financial authority
ï Continuous identification of areas requiring strengthening of internal controls ïatS ndO drapnitareorp gcederue ot snseffe eruvitceneb fo ssuniseorp sscesse s ï Well-defined principles and procedures for evaluation of new business proposals/capital expenditure
ï Robust management information system
Coping up with new normal of working from home, additional controls and processes have been laid to mitigate the risks of cyber attacks, and
ensuring data security,
The Company also has a system of Internal Control over Financial reporting (IFC) ensuring the accuracy of the accounting system and the related financial reporting. It adheres to local statutory requirements for orderly and efficient conduct of business, safeguarding of assets, the detection and prevention of frauds and errors, adequacy and completeness of accounting records and timely preparation of reliable financial information. The management assesses the appropriateness and effectiveness of these financial controls on yearly basis. The efficacy of the internal checks and control systems are validated by Internal Auditors as well as Statutory Auditors. The Company Management has assessed the effectiveness of internal controls over financial reporting for the year ended March 31, 2021 and based on the assessment believed that the same are adequate and working effectively. The Statutory Auditors have issued an audit report expressing satisfaction on the adequacy and effectiveness of the internal financial control systems over financial reporting.
The management believes that strengthening internal controls system is a continuous process and therefore, it will continue its efforts to make the controls smarter, with a focus on preventive and automated controls as opposed to mitgating and manual controls. The company continues to leverage technology in enhancing system based internal controls through its journey of automation
The operations of the Company were impacted during the first two quarters, due to shutdown of both the plants and offices at various locations following lockdown imposed by the government authorities to contain spread of COVID-19 pandemic. The Company has resumed operations in April 20 end in a phased manner as per the directives from the respective government authorities.
The Company has evaluated the impact of this pandemic on its business operations and financial position and made an assessment of its liquidity position for the foreseeable future and of the recoverability and carrying values of its assets as at the balance sheet date, and has concluded that there are no adjustments required in the financial statements for the year ended March 31, 2021. However, the impact assessment of COVID-19 is a continuous process given the uncertainty associated with its nature and duration.
The following tables summarize the results of operations for the year ended March 31st, 2021:
| PARTICULARS | For the year ending March 31 | For the year ending March 31 | For the year ending March 31 | For the year ending March 31 |
|---|---|---|---|---|
| 2021 | 2020 | |||
| Rs Crores |
% of Revenue |
Rs Crores |
% of Revenue |
|
| Sales Volumes (MT) Net revenue from operations Expenditure Cost of Materials Employee costs Finance Charges Depreciation Other Comprehensive Income Earnings per share (EPS)(in₹) Proft after Tax Total Comprehensive Income Tax EBITDA margins |
50,031 947.4 497.8 62.4 34.1 42.7 -0.3 2.8 14.1 13.8 3.3 94.2 |
52.5% 6.6% 3.6% 4.5% 0.0% 1.5% 1.5% 0.3% 9.9% |
1028.0 55,859 565.2 62.1 38.2 44.8 -0.1 3.6 17.4 17.3 -7.2 97.6 |
55.0% 6.0% 3.7% 4.4% -0.0% 1.7% 1.7% -0.7% 9.5% |
Statutory Report Management Discussion and Analysis
Revenue
Revenue from operations stood at Rs 947.4 crs, lowered by 7.8% over previous year. Sales down by 12.8% over the previous year in terms of volumes. Company continues to retain focus on throughput improvement, filling up the enhanced capacities and getting the product sales mix right in the current year for sustainable profitable growth in future. The export sales in line with strategy has increased from 39.9% in FY 20 to 42.3% in FY 21.
Cost of Materials
The cost of materials comprises consumption of raw material, packing material, dyes & chemicals, changes in inventories of finished goods, work-in-process. The cost of materials at 52.5% of Revenue declined by 2.44% as compared to previous year on account of improved sales mix and operational metrics at the plant level. Raw material costs have impacted mainly due to favorable movement in Brent Crude prices from $ 60 per barrel to below $ 30 per barrel during the year. The reduction is due to lower economic activity owing to COVID-19. It is expected that as the virus weakens over the year and economy activity resumes this rate per barrel will move up to the last to last year level. With the shift towards favorable mix in the coming years this is going to improve gradually.
Employee costs
Employee cost includes salaries, wages, annual performance incentives, statutory bonus and gratuity, contribution to provident and other funds and staff welfare schemes expenses (except actuarial gain / (loss) on defined benefit plans). It also excludes labour engaged on contractual basis. During the year under review, employee cost at Rs 62.4 crs has gone up marginally as compared with last year. It is in accordance with the company’s efforts to put in place the adequate team structures during the last year to fuel the future growth, some of which were carried forward in the current year also. With resource optimization in mind, it had worked upon restructuring the roles to ensure focused approach towards key goals. With the team structures in place, the employee cost going ahead will not be in proportionate to revenue.
Earnings before Interest, Tax, Depreciation & Amortization(EBITDA) Margins
EBITDA (before exception) in FY21 was reported at Rs 94.2 crs (9.9% margin) going up in terms of percentage of revenue compared to previous year of 9.5% margin. EBITDA margin has close in compared to previous year, even after reduced slowdown & lockdown in first two quarters, also has improved year on year with ramp up in Topline after the BCF capacities were fully utilized in the later half of the year. However, the last quarter ended on a slightly lower note due to lower economic activity & slump in both domestic & export orders owing to lockdown & slowdown for the period starting April to June 20 on account of COVID-19. The part of the year was also adversely affected by the pressure on sales price due to lack luster demand and increase in input costs including dyes, power etc.
�he Company has adopted Ind AS ��� - “�eases”, effective annual reporting period beginning April 1, 2019 and applied the standard to its leases, retrospectively, with the cumulative effect of initially applying the Standard, adjusted in opening retained earnings. In the current year financials, the nature of expenses in respect of operating leases has changed from lease rent (included in other expenses) in previous periods to depreciation for Right-to-use Assets and finance cost for interest accrued on Lease Liabilities.
Finance Charges
Finance charges include interest on loans and other financial charges. The reduction in finance charges is on account of full year impact of the fresh debt taken in previous years and also increase in operations of the company. �et �inancial E�penses in ���� was �s 3�.� crs as compared to Rs 38.2 crs in the previous year. During the year net debt improved by Rs 42.9 crs and with no major Project capex in pipeline, the finance charges is expected to gradually come down from these levels. The costs of these facilities are continuously monitored and negotiated with lenders to garner the benefits accruing from money market changes.
Depreciation
Depreciation has decreased from Rs 44.8 crs in FY 20 to Rs 42.7 crs in the current year. The decrease is on account of lower capitalization of on-going modernization and expansion projects. There is no further project capex in pipeline, and depreciation is expected to be at similar levels going forward with no sizeable capex planned in the coming year.
Tax Expense
The company continues to be pay taxes under MAT provision in FY 21. Pursuant to the �a�ation �aw �Amendment� �rdinance, ���� �‘�rdinance’� issued on 20th September 2019 which is effective 1st April 2019, domestic Companies have the option to pay corporate income tax at the rate of ��% plus applicable surcharge and cess �‘�ew ta� rate’�. �he Company has made an assessment of the impact of the Ordinance and decided to continue with the existing tax structure until utilization of accumulated minimum alternstive tax (MAT) credit. However, the Company has also evaluated the outstanding deferred tax liability and deferred tax asset, and written back an amount to the extent of Rs 69.05 lakhs to the statement of profit and loss. This is arising from the re-measurement of deferred tax liability and deferred tax asset that is expected to reverse in future when the company would migrate to the new tax regime.
Profit after Tax
Profit after Tax stood at Rs 14.1 crs in FY21 as compared to Rs 17.4 crs in FY20 lower by around 20 bps as a % of revenue as compared to previous year.
Total Debt
Debt figure includes all the long-term & short-term borrowings, cash credits, Interest bearing acceptances as well as Buyers Credit. Gross Debt as on March 31, 2021, stands at Rs 220.27 crs as against Rs 255.01 crs at the end of FY 20. Cash and cash equivalents of the Company in FY20 stood at �s ��.�� crs as compared to �s 3�.�� crs in the current year. �et �ebt as on March 31, 2021, stands at Rs 189.45 crs after reducing the cash and bank balance and liquid investment versus Rs 232.37 crs at the end of FY20. The debt has reduced on account of improved EBITDA performance and no major capex during the year. This is expected to remain at similar levels in the coming year with topline and margins getting affected amid Pandemic.
Fixed Assets
Fixed assets (tangible and intangible) including Capital work-inprogress stands at Rs 436 crs at end of FY21 as compared to Rs 447.53 crs at the end of previous year. There has been no meaningful capex incurred during the year apart from routine operational capex.
Emerging Stronger Together | Resurgence through resilience and responsibility
42
Foreign Exchange
During the FY 21, The Indian rupee has registered more than 4% gain so far this fiscal year. FY21 has been a roller-coaster ride for the local unit due to coronavirus led the rupee to breach a record low of 76.90. The global economy plunged into its deepest contraction in living memory in April-June 2020 as COVID-19 took its toll. In India, real GDP fell by a record low. Supply bottlenecks and higher taxes pushed inflation above the upper tolerance band of the target. Downside risks from a delayed vaccine, persistence of supply bottlenecks, volatile international financial markets and high food inflation acquiring a structural character are clear and present dangers to the macroeconomic outlook
The INR exhibited movements in both directions against the US dollar during H1 FY21 due to the generalized flight out of EME’s (Emerging Market Economy) to the safety of the US dollar amidst COVID-related concerns. After depreciating to its lowest level of Rs. 76.81 on April 22, 2020, the INR subsequently appreciated owing to FPI flows to the domestic equity market with the return of risk appetite for Emerging Market Economies assets and the depreciation of the US dollar. This was driven by the surge in portiolio inflows to India on expectations of highly accommodative monetary policies in advanced economies continuing for longer, and improving prospects of potential vaccines for COVID-19. In the light of these developments, the exchange rate is assumed at INR 73.6 per US dollar in the baseline.
KEY RATIOS
Key capital efficiency ratios for AYM Syntex has been highlighted here which provides a snapshot of the health of Balance sheet. With Improved performance in FY 21, the ratios in FY 21 has improved over the last year.
| FY 21 | FY 20 | |||
|---|---|---|---|---|
| Return on Capital Employed (ROCE) | 8.6% | 8.6% | ||
| Debt: Equity | 0.62 | 0.74 | ||
| Net Debt: EBITDA | 2.01 | 2.38 | ||
| Debt Service Coverage Ratio | 1.39 | 1.23 | ||
| Interest Coverage Ratio | 1.51 | 1.27 | ||
| Working Capital (no. of days) | 17 | 10 | ||
| Inventory turnover ratio (no. of days) | 61 | 46 | ||
| Current Ratio (Ex Current portion of Long term Debt) |
1.31 | 1.21 |
During H2:2020-21, the Indian rupee (INR) traded mostly with an appreciating bias against the US dollar on the back of growth revival and robust foreign investments amidst a weakening US dollar. After some depreciation in November 2020, the INR appreciated to Rs. 72.29 on February 24, 2021 owing to sustained strong FPI inflowsbut depreciated somewhat thereafter due to:
-
Elevated global financial market volatility on the back of rising US yields,
-
Firming global crude prices, global crude oil prices have hardened notably since November 2020 on the back of production cuts by the OPEC and non-OPEC allies (OPEC plus) and expected revival in demand with vaccine rollouts. Reflecting these developments as well as the attack on Saudi Arabia’s oil facilities, Brent crude crossed US$ 70 per barrel in early March. Prices, however, corrected to around US$ 65 in the second half of March over concerns of demand faltering on rising COVID-19 infections and increase in crude stockpiles
-
Moderation in FPI inflows, to rising bond yields and
-
Expectations of higher inflation and higher interest rates.
OUTLOOK
Our strategic initiatives and prompt response to the lockdowns made FY21 a year of strong recovery for AYM Syntex. We expect this trajectory to continue in FY22 and beyond, as we keep on innovating and identifying further opportunities to improve. Our relentless efforts and investments in strategic areas has helped the company withstood the disruptions across the value chain.
In the near term, the company’s operations might be temporarily impacted due to due to exposure to the pandemic, restriction in economic activities in different parts of the world which could impact revenue growth.
The company is largely focused on its customer centric approach along with improving throughput at both the plants, new product developments as well as various cost reduction initiatives which are underway. The short to medium term outlook for AYM remains optimistic with constant efforts to drive sustained, profitable, volume led growth through a focus on strengthening core segments, innovation, and throughput initiatives. With expected favourable government policies towards textile industry and its efforts to increase exports the demand is expected to rise. However, macroeconomic challenges stemming from the resurgence of COVID 19 or any geo-political instability in our key markets pose downside risks to our outlook in near term
Our future growth and value creation will be driven by our differentiation strategy based on innovation, customer centricity, sustainability and focus on the exports market. Our differentiated business model will enable sustained revenue growth despite pricing pressures and regulatory concerns that impacted the industry.
Statutory Report Management Discussion and Analysis
BOARD’S REPORT
Dear Shareholders,
th
Your Directors are pleased to present 38 Annual Report together with Audited Statement of Accounts of the Company for the year ended 31st March 2021.
FINANCIAL HIGHLIGHTS
( ` in Lakhs)
| (`in Lakhs) | ||
|---|---|---|
| Par�culars | 2020-21 | 2019-20 |
| Revenue from opera�ons* | 94,741.03 | 102,797.63 |
| Other Income | 280.72 | 336.92 |
| Total revenue | 95,021.75 | 103,134.55 |
| EBIDTA | 9,417.36 | 9,764.75 |
| EBIDTA Margin (%) | 9.91 | 9.47 |
| Finance Costs | 3,409.13 | 3,824.32 |
| Deprecia�on and amor�za�on expense | 4,269.74 | 4,477.66 |
| Proft Before Tax | 1,738.49 | 1,017.89 |
| Current Tax | 398.06 | 175.08 |
| Deferred tax | (69.05) | (897.75) |
| Proft A�er Tax | 1,409.48 | 1,740.56 |
| Other comprehensive income for the year, | ||
| net of tax | (29.33) | (10.90) |
| Total Comprehensive Income for the Year | 1,380.15 | 1,729.66 |
| Earning per share (Basic) | 2.82 | 3.61 |
| Earning per share (Diluted) | 2.81 | 3.61 |
* Revenue from opera�ons excludes other opera�ve income.
DIVIDEND
In order to conserve resources of the Company, the Board has not recommended dividend on equity shares.
The tex�le industry which had really slowed down at the ini�al stages of the lockdown due to pandemic has started showing signs of recovery.
India is currently experiencing a massive second wave of Covid-19 infec�ons. However, we expect no major changes in the economic ac�vity as the na�on is preparing to face the Pandemic with vaccines and preparedness.
PERFORMANCE AND OUTLOOK
During the year under review, revenue from opera�ons (net) was at 94,741.03 Lakhs as compared to 102,797.63 Lakhs in previous year. Exports during the financial year 2020-21 were of 39,590.25 Lakhs as compared to 40,378.38 Lakhs during the previous year.
The Profit Before Tax for the full year has also increased to 1738.49 Lakhs as compared to 1017.89 Lakhs in financial year 2020-21, even though the opera�ons were affected during the year on account of COVID 19 lockdown.
The Pandemic had disrupted opera�ons of our company in first half of the financial year, however with our relentless efforts in the areas of opera�onal excellence, throughput improvement ini�a�ves and focus on the costs front, the business got restored to normalcy faster in H2 FY 21.
The fact that the financial year has ended on a higher note and the last Quarter (Q4 FY 21) ending with highest ever Sales and EBITDA numbers, has set up an encouraging tone and given us an assurance that the business is far more robust as we enter the next Financial year. It is now crucial to sustain the present efforts to be able to return to the path to prosperity and development in our journey of growth and transforma�on.
SHARE CAPITAL AND LISTING
AMOUNT TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to the reserves.
COVID-19
The COVID-19 pandemic has emerged as a global challenge, crea�ng disrup�on across the world. Global solu�ons are needed to overcome the challenges – businesses & business models have transformed to create a new work order.
As we live in the unprecedented �mes of the Covid-19 (coronavirus) pandemic, the health and safety of our employees and their families were the utmost priority to the Company. The Company was ac�vely engaged and proac�vely taking all the necessary steps required to be taken to deal with such pandemic in the areas of employees and their families – health and safety through vaccina�on, mediclaim, Strategy, Financial, opera�onal and technology interven�on needed. This response has reinforced stakeholder’s confidence and many of them have expressed their apprecia�on and gra�tude for the �mely response under most challenging condi�ons.
The lockdown gave India �me to make a concerted effort to fla�en the outbreak curve. However, towards later part of the year consequent to significant opening of the economic ac�vity across the na�on the demand picked up compared to that during the ini�al period of Covid-19.
Issue of Employee Stock Op�ons
The Shareholders of the Company has approved AYM Employee Stock Op�on scheme 2021 vide Postal ballot result of which was declared on 5th March 2021. The Company has applied to BSE and NSE for In-principle approval for lis�ng of 15,00,000 Equity shares of Rs.10 each. The Company has granted 6,00,000 Op�ons to be converted into 6,00,000 Equity shares of Rs.10 each payable at par.
During the Financial year 2020-21, 60,190 equity shares were allo�ed to the ESOP grantees pursuant to the AYM ESOP Scheme 2018. The said shares are listed on The BSE Limited and The Na�onal Stock Exchange of India Limited.
In compliance with the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Share Based Employee Benefits) Regula�ons, 2014, as amended thereto, the details of Employees Stock Op�on Schemes of the Company as on 31st March, 2021 are furnished in Annexure A a�ached herewith and forms part of this Report.
Issue of Equity Shares With Differen�al Rights
The Company does not have any equity shares with differen�al rights.
Issue of Sweat Equity Shares
During the year under report, the Company has not issued any sweat equity share.
Emerging Stronger Together | Resurgence through resilience and responsibility
0243
BOARD’S REPORT
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Sec�on 134(3) (c) read with Sec�on 134(5) of the Act, the Directors hereby confirm that:
-
a) in the prepara�on of the annual accounts, the applicable Accoun�ng Standards had been followed along with proper explana�on rela�ng to material departures;
-
b) the directors had selected such accoun�ng policies and applied them consistently and made judgments and es�mates 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 31st March 2021 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 accoun�ng records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preven�ng and detec�ng fraud and other irregulari�es;
-
d) the directors had prepared the annual accounts 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 were opera�ng effec�vely; and
-
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and opera�ng effec�vely.
DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)
The Company's Board comprises of a mix of execu�ve and nonexecu�ve directors with considerable experience and exper�se across a range of fields such as finance, accounts, general management and business strategy. The details of the directors and their mee�ngs held during the year have been given in the Corporate Governance Report, which forms part of the Annual Report.
In accordance with the provisions of the Companies Act, 2013 and the Ar�cles of Associa�on of the Company, Mr. Rajesh R. Mandawewala is re�ring by rota�on at the 38th Annual General Mee�ng and being eligible has been recommended for reappointment as a director liable to re�re by rota�on by the Board. His brief resume and other details as required under the Act and Lis�ng Regula�ons for his re-appointment as Director are provided in the No�ce of the 38th AGM of your Company.
COMMITTEES OF THE BOARD OF DIRECTORS
Informa�on on the Audit commi�ee, the Nomina�on and Remunera�on commi�ee, the Stakeholders Rela�onship commi�ee, the Corporate Social Responsibility commi�ee and mee�ngs of those commi�ees held during the year is given in the Corporate Governance Report forming part of this Report.
Your Board confirms that in its opinion the independent directors fulfill the condi�ons prescribed under the SEBI LODR, 2015 and they are independent of the management. All the independent directors on the Board of the Company are registered with the Indian Ins�tute of Corporate Affairs (IICA), Manesar, Gurgaon, Haryana-122052 as no�fied by the Central Government under Sec�on 150(1) of the Companies Act, 2013 and exempted from undergoing online proficiency self-assessment test.
Policy on directors' appointment and remunera�on including criteria for determining qualifica�ons, posi�ve a�ributes, independence of a director and other ma�ers provided under sub-sec�on (3) of sec�on 178 of the Act is placed on website of the Company and web link thereto is : h�ps://www.aymsyntex.com/investors/corporate-governance/policies-code-compliances
BOARD EVALUATION
In compliance with the Act and SEBI Regula�ons 2015, the Board of Directors, as per the process recommenda�on by the Nomina�on and Remunera�on Commi�ee, has evaluated the effec�veness of the Board, its commi�ees and Directors. The evalua�on process invited graded responses to a structured ques�onnaire, which was largely in line with SEBI Guidance Note on Board evalua�on, for each expect of the evalua�on.
The evalua�on process invited through IT enabled pla�orm sought graded responses to a structured ques�onnaire for each aspect of the evalua�on viz. �me spent by each of the directors; accomplishment of specific responsibili�es and exper�se; conflict of interest; integrity of the Director; ac�ve par�cipa�on and contribu�on during discussions.
For the financial year 2020-21, the annual performance evalua�on was carried out by the Independent Directors, Nomina�on and Remunera�on Commi�ee and the Board, which included evalua�on of the Board, Independent Directors, Non-independent Directors, Execu�ve Directors, Chairman, Commi�ees of the Board, Quan�ty, Quality and Timeliness of Informa�on to the Board. All the results were sa�sfactory.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR policy of our Company as approved by the Board of directors’ is hosted on the Company’s website and web link thereto is: h�ps://www.aymsyntex.com/investors/corporate-governance/policies-code-compliances
Disclosure as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed as Annexure B;
MEETINGS OF BOARD OF DIRECTORS
Five mee�ngs of Board of directors were conducted during the financial year 2020-21. The details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two mee�ngs did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015.
DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All Independent directors of the Company, namely, Mr. Atul Desai, Mr. M. K. Tandon and Mr. K. H. Viswanathan, the independent directors have given declara�on that they meet the criteria of independent directors as provided in sub sec�on 6 of Sec�on 149 of the Companies Act, 2013 (“The Act”) and there is no change in the circumstances as on the date of this report which may affect their status as an independent director.
HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company is a subsidiary of Mandawewala Enterprises Limited.
The Company does not have any subsidiary, joint ventures and associate companies.
Statutory Reports
Board’s Report
BOARD’S REPORT
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:
Par�culars of investments made, loans and guarantee given and securi�es, if any provided under Sec�on 186 of the Companies Act, 2013 form part of the notes to the financial statements.
Ra�o of remunera�on of the Managing Director, Whole �me Director & KMP to the median employee’s remunera�on and other details are as under:
| (`In Lakhs) | ||||
|---|---|---|---|---|
| Name | Designa�on | Remuner- | % | Ra�o of |
| a�on | Increase | remunera�on | ||
| Paid | of each Whole | |||
| - Time Director | ||||
| to median | ||||
| remunera�on | ||||
| of employees | ||||
| Abhishek | Managing | 77.40 | 5.22% | 33.97 |
| Mandawewala | Director & CEO | |||
| Khushboo | Whole �me | 25.68 | -12.70% | 11.27 |
| Mandawewala | Director | |||
| Himanshu | Chief Financial | 70.74 | -2.58% | 31.04 |
| Dhaddha | Ofcer | |||
| Ashitosh Sheth | Company | 22.16 | NA | 9.72 |
| Secretary |
(Remunera�on paid includes value of ESOPs received under the Company's ESOP Scheme, 2018 and commission paid during the year.)
Notes:
-
i. Average increase in remunera�on of employees other than managerial personnel: - 0.08 % and managerial persons: 7.88%.
-
ii. the number of permanent employees on the rolls of Company: 1260.
-
iii. The percentage increase in the median remunera�on of employees in FY 2020-21 was- 0.17% .
-
iv. Affirma�on that the remunera�on is as per the remunera�on policy of the Company.
Mr. Abhishek R. Mandawewala, Managing Director & CEO and Mrs. Khushboo Mandawewala, Whole �me director of the Company has not received any remunera�on from Mandawewala Enterprises Limited, the holding Company.
For the year ended 31st March 2021, the Board is of the opinion that your Company has sound IFC commensurate with the nature of its business opera�ons, wherein adequate controls are in place and opera�ng effec�vely and no material weakness exists. Your Company has a process in place to con�nuously monitor exis�ng controls and iden�fy gaps and implement new and / or improved controls wherever the effect of such gaps would have a material effect on your Company's opera�on.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Company has formulated a policy on related party transac�ons which is also available on Company's website at :
h�ps://www.aymsyntex.com/investors/corporate-governance/policies-code-compliances
This policy deals with the review and approval of related party transac�ons. The Board of Directors of the Company has approved the criteria for making the omnibus approval by the Audit Commi�ee within the overall framework of the policy on related party transac�ons. Prior omnibus approval is obtained for related party transac�ons which are of repe��ve nature and entered in the ordinary course of business and at an arm's length basis. All related party transac�ons are placed before the Audit Commi�ee for review and approval.
All related party transac�ons entered during the year 2020-21 were in ordinary course of the business and on an arm's length basis. No material related party transac�ons i.e. transac�ons exceeding 10% of the annual consolidated turnover as per the last audited financial statement, were entered during the Financial Year by your Company. Accordingly, the disclosure of related party transac�ons as required under Sec�on 134(3)(h) of the Companies Act, 2013, in Form AOC 2 is not applicable to your Company.
Members may refer to note no. 45 to the financial statement which sets out related party disclosures pursuant to IND AS-24.
VIGIL MECHANISM
Your Company is commi�ed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of directors has formulated Whistle Blower Policy and Vigil Mechanism for its directors and employees and any director or employee may make protected disclosures to the Chairman of the Audit Commi�ee. No personnel have been denied access to the Audit commi�ee.
ANNUAL RETURN
Details in respect of adequacy of Internal Financial Controls (IFC) with reference to the Financial Statements:
Your Company has designed and implemented a framework for internal finance controls and the same are adequate and were opera�ng effec�vely. The Company periodically reviews the internal controls to align it with the changing business needs and to improve governance and enhance compliance with evolving regula�on.
Your Company has well documented Standard Opera�ng Procedures (SOPs) for various processes which are periodically reviewed for changes warranted by business needs. The Internal Auditors con�nuously monitor the efficiency of the internal controls / compliance with the SOPs with the objec�ve of providing to the Audit Commi�ee and the Board of Directors, an independent, objec�ve and reasonable assurance of the adequacy and effec�veness of the organisa�on's risk management, control and governance processes.
A copy of Annual return referred to in Sec�on 92 (3) of the Companies Act 2013 read with Rule 12(1) of the Companies (Management and Administra�on) Rules, 2014 is placed on website of the Company and weblink thereto is :
https://www.aymsyntex.com/investors/fnancial-report/investors-fnancial-relation-annual
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
a. Conserva�on of energy:
(i) the steps taken or impact on conserva�on of energy:
-
Installa�on of biological & MBR system resul�ng in reduc�on of power usage
-
Replaced all faulty/leaked pneuma�c fi�ngs all over the plant
-
Installa�on of low-pressure compressor 1360 CFM for Tex machine
Emerging Stronger Together | Resurgence through resilience and responsibility
0245
BOARD’S REPORT
- Steam and thermo pack pipeline insula�on work
-
Drive installa�on at Dyeing Machine
-
Installa�on of steam hot air blower for drying the finished cones instead of electric heaters reducing the energy consump�on
-
Power op�miza�on in AHUs all over the plant
-
Installa�on of automa�c pressure regula�ng valve in Tex machines
-
Provided Separate individual switches for Lightnings of Machines having long Doff �me to avoid power usage during idle �me.
- Daily check of steam traps to reduce steam wastage
-
(ii) the steps taken by the Company for u�lizing alternate sources of energy: Reduc�on in coal consump�on by increasing the boiler efficiency.
-
(iii) the capital investment on energy conserva�on equipment's: Rs.14 Lakhs
b. Technology absorp�on:
DEPOSITS
The Company has not accepted any deposit within the meaning of the Chapter V to Companies Act, 2013. Further, no amount on account of principal or interest on deposit was outstanding at the end of the year under report.
STATUTORY AUDITORS
As per Sec�on 139 of the Companies Act, 2013 ('the Act'), read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in 34th Annual General Mee�ng approved the appointment of M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants (ICAI Registra�on No- 012754N/N-500016), as the Statutory Auditors of the Company for an ini�al term of 5 years i.e. 28th September 2017, the conclusion of 34th Annual General Mee�ng �ll the conclusion of 39th Annual General Mee�ng. Pursuant to amendments in Sec�on 139 of the Companies Act, 2013, the requirements to place the ma�er rela�ng to such appointment for ra�fica�on by members at every annual general mee�ng has been omi�ed with effect from 7th May, 2018. The Report given by M/s. Price Waterhouse Chartered Accountants LLP on the financial statement of the Company for the year 2020-21 is part of the Annual Report. There has been no qualifica�on, reserva�on or adverse remark or disclaimer in their Report.
-
i. The efforts made towards technology absorp�on:
-
Installa�on of MBR system at EDP
- RF Dryer usage for uniform drying of the yarn
-
ii. The benefits derived like product improvement, cost reduc�on, product development or import subs�tu�on:
-
Resul�ng in water cost reduc�on
- Resul�ng in reduce the input cost
-
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
-
New air compressors system form Germany installed in the plant
-
MBR purchased from France to improve the water quality and reduce the input cost
iv. Research and Development expenditures:
| (`In Lakhs) | ||
|---|---|---|
| Par�culars | 2020-21 | 2019-20 |
| Revenue expenditure | 1115.71 | 837.09 |
| Capital expenditure | 0.00 | 0.00 |
| **Total ** | 1115.71 | 837.09 |
c. Foreign Exchange Earnings and Outgo:
- The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual ou�lows.
Earning in Foreign exchange : ` 39,590.25 Lakhs
Outgo in Foreign exchange : ` 25,078.72 Lakhs
AUDITORS’ REPORT
There is no qualified opinion in the Auditors' Report. We refer to para i (c) of Annexure B of Independent Auditor's Report and state that the Company is in the process of execu�ng document to transfer freehold land in respect of one plot of 4.63 Lakhs (net block) in the name of the Company. The Company is in possession of land without any interference for more than 12 years. Further in respect of documents of �tle deeds of six residen�al flats of 9.48 lakhs (net block), we clarify that the said flats are in the name of the Company and the Company is in the process of tracing the physical agreements
COST AUDITOR AND COST RECORDS
In terms of the Sec�on 148 of the Companies Act, 2013 ('the Act') read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-sec�on (1) of Sec�on 148 of the Companies Act, 2013.
In terms of Sec�on 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit Commi�ee recommended and the Board of Directors appointed M/s. Kiran J Mehta & Co., Cost Accountants, being eligible, as Cost Auditors of your Company, to carry out the cost audit of products manufactured by the Company. Your Company had received their wri�en consent that the appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder. The remunera�on of Cost Auditors has been approved by the Board of Directors on the recommenda�on of Audit Commi�ee and in terms of the Companies Act, 2013 and Rules thereunder requisite resolu�on for ra�fica�on of remunera�on of the Cost Auditors by the members has been set out in the No�ce of the 38th Annual General Mee�ng of your Company.
During the year 2020-21 the Cost Accountants had not reported any ma�er under Sec�on 143 (12) of the Act, therefore no detail is required to be disclosed under Sec�on 134(3)(ca) of the Act.
Board’s Report
Statutory Reports
BOARD’S REPORT
Members are requested to ra�fy remunera�on as fixed by the Board of directors by passing an ordinary resolu�on in the Annual General Mee�ng.
SECRETARIAL AUDITOR AND AUDIT REPORT
The Secretarial Audit as required under Sec�on 204 of the Companies Act, 2013 read with the Companies (Appointment and Remunera�on of Managerial Personnel) Rules, 2014 and Regula�on 24A of the Lis�ng Regula�ons was conducted was carried out by Gupta Baul & Associates, Company Secretaries (CP No. 12722) for the financial year 2020-21.
The Secretarial Audit Report is annexed as Annexure C and forms an integral part of this Report.
There has been no qualifica�on, reserva�on or adverse remark or disclaimer in their Report. During the year 2020-21, the Secretarial Auditors had not reported any ma�er under Sec�on 143 (12) of the Act, therefore no detail is required to be disclosed under Sec�on 134 (3)(ca) of the Act.
Company, significant development so as to enable them to take wellinformed decisions in �mely manner.
The familiariza�on programme also seeks to update the Directors on the roles, responsibili�es, rights and du�es under the Act and other statutes.
The policy on Company's familiariza�on program (for independent directors) is hosted on the Company's website and a web link is : h�ps://www.aymsyntex.com/investors/corporate-governance/policies-code-compliances
CODE OF CONDUCT
The Company has Code of Conduct for Board members and Senior Management personnel. A copy of the Code of conduct has been put on the Company's website for informa�on of all the members of the Board and management personnel.
All Board members and senior management personnel have affirmed compliance of the same.
PARTICULARS OF EMPLOYEES
In terms of Clause 3(b) of SEBI Circular dated February 8, 2019, the Company has obtained an Annual Secretarial Compliance Report for the year ended 31st March 2021 from Gupta Baul & Associates, Prac�sing Company Secretaries, who are also the Secretarial Auditor of the Company.
The statement of Disclosure of Remunera�on under Sec�on 197 of the Act and Rule 5(1) of the Companies (Appointment and Remunera�on of Managerial Personnel) Rules, 2014 (“Rules”), is appended as Annexure D to the Report.
The informa�on as per Rule 5(2) of the Rules, forms part of this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year 2020-21, your Company has complied with the applicable Secretarial Standards issued by the Ins�tute of Company Secretaries of India.
CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE
Pursuant to amendment in SEBI (LODR), 2015, the Company has obtained a cer�ficate from Gupta Baul & Associates, Prac�sing Company Secretaries that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or con�nuing as a Director of the Company by SEBI / Ministry of Corporate Affairs or any such regulatory authority.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors, Cost Auditors and Secretarial Auditors of the Company of the Company have not reported any fraud to the Audit Commi�ee or to the Board of Directors under Sec�on 143(12) of the Companies Act, 2013.
RISK MANAGEMENT POLICY
The Company has evolved risk management policy iden�fying primary risk and secondary risk. Primary risk includes manpower development, product efficiency, pace of development of new products, compe��on. Board has not iden�fied any risk which threatens the existence of the Company.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The familiariza�on program aims to provide the Independent Directors with the scenario within the tex�le industry, this socioeconomic environment in which the Company operates, the business model, the opera�onal and financial performance of the
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
As per the requirement of The Sexual Harassment of Women at the Workplace (Preven�on, Prohibi�on and Redressal) Act, 2013 (POSH), your Company has a robust mechanism in place to redress complaints reported under it. The Company has complied with provisions rela�ng to the cons�tu�on of Internal Complaints Commi�ee under POSH. The Internal Commi�ee (IC) composed of internal members and an external member who has extensive experience in the field.
During the year 2020-2021 no cases of sexual harassment were reported in your Company. During the year, the Company has received NIL complaint and appropriate ac�on has been taken by the Company in this regard.
The Company is commi�ed towards promo�ng the work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment irrespec�ve of their gender, race, social class, caste, creed, religion, place of origin, sexual orienta�on, disability or economic status.
CORPORATE GOVERNANCE
In terms of Regula�on 34 of the Securi�es Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (hereina�er “Lis�ng Regula�ons”), a Report on Corporate Governance along with Compliance Cer�ficate issued by Statutory Auditors of the Company is a�ached as Annexure E and forms integral part of this Report (hereina�er “Corporate Governance Report”).
Emerging Stronger Together | Resurgence through resilience and responsibility
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BOARD’S REPORT
Management Discussion and Analysis Statement is separately given in the Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS
No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company's opera�ons in future.
CAUTIONARY STATEMENT
Statements in this Report, par�cularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company's objec�ves, projec�ons, es�mates and expecta�ons may cons�tute 'forward looking statements' within the meaning of applicable laws and regula�ons. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.
MISCELLANEOUS
During the year under Report, there was no change in the general nature of business of the Company.
No material change or commitment has occurred which would have affected the financial posi�on of the Company between the end of the financial year to which the financial statements relate and the date of the report.
During the year under Report, no funds were raised through preferen�al allotment or qualified ins�tu�onal placement.
ACKNOWLEDGMENT
Your Directors take this opportunity to express gra�tude for valuable assistance and co-opera�on extended to the Company by Financial Ins�tu�ons, Commercial Banks and other authori�es. Your directors also wish to place on record their sincere apprecia�on of the dedicated services, hard work, solidarity and profuse support by all the employees of the Company.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS sd/Rajesh R Mandawewala Chairman DIN: 00007179
Place: Mumbai Date: 15/05/2021
Statutory Reports
Board’s Report
BOARD’S REPORT
ANNEXURE A
Disclosure of Informa�on in respect of Employees Stock Op�on Scheme (ESOP)
A. Relevant disclosures in terms of the ‘Guidance note on accoun�ng for employee share-based payments’ The disclosure is provided in Notes 47 to the financial statements of the Company for the year ended 31st March 2021
| The disclosure is provided inNotes 47to the fnancial statements of the | st Company for the year ended 31 March 2021 |
|---|---|
| Sr. No. Par�culars |
Employee Stock Op�ons Scheme-2018 – Grant I |
| 1. Date of shareholder’s approval |
28th February 2018 |
| 2. Op�ons granted |
7,81,700 Equity shares of the face value of`10/- each |
| 3. Exercise Price per stock op�on |
`10/- |
| 4. Ves�ng requirements |
ESOPs will vest not earlier that One (1) year from the date of Grant |
| 5. Maximum term of op�ons granted |
5 years from the date of Ves�ng |
| 6. Source of shares |
Primary |
| 7. Op�ons movement during the year |
|
| Par�culars | Details |
| Number of op�ons outstanding at the beginning of the year | 6,14,020 Equity shares of the face value of`10/- each |
| Number of op�ons granted during the year | NIL |
| Number of op�ons forfeited/lapsed/Cancelled during the year | 80,550 |
| Number of op�ons vested duringtheyear | 60,190 |
| Number of op�ons exercised duringtheyear | 60,190 |
| Number of shares arisingas a result of exercise of op�ons | 60,190 |
| Money realizes by exercise of op�ons (INR), if scheme is implemented directly by the Company |
`6,01,900 |
| Loan repaid by the Trust during the year from exercise price received | NA |
| Number of op�ons outstanding at the end of the year | 4,73,280 Equity shares of the face value of`10/- each |
| Number of stock exercisable at the end of the year | NIL |
| 8. Varia�on of terms of op�ons |
N.A. |
| 9. Moneyrealized byexercise of Op�ons |
`6,01,900 |
| 10. Total Number of Op�ons in force |
4,73,280 |
| 11. Employee-wise details of Op�onsgranted to |
|
| (I) Senior Managerial Personnel/KeyManagerial Personnel |
KMP- 46,900 |
| (II) any other employee who receives a grant, in any one year, of Op�ons amoun�ng to 5% or more of Op�ons granted duringthatyear |
3 Employees – 2,55,000 |
| (III) Iden�fed employees who were granted Op�ons, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the �me of grant |
NIL |
| 12. Diluted Earnings per Share (EPS) pursuant to issue of shares on exercise of op�ons calculated in accordance with Indian Accoun�ngStandard (Ind AS) 102 |
`2.81 |
| 13. Weighted average exercise price and weighted average fair value of op�ons whose exercise price equals or exceeds or is less than market price of the stock- |
|
| a) Weighted average exercise price per stock op�on |
`10 |
| b) Weighted Average Fair Value of op�ons |
`41.20 |
| 14. Method and signifcant assump�ons used to es�mate the fair value of Op�ons granted during the year |
|
| i) Method |
Adopts the Black Scholes Model |
| ii) Signifcant Assump�ons: |
a)Weighted average risk-free interest rate b) Weighted average remaining contractual life of op�ons outstanding (years) c) Weighted average expected vola�lity d) Weighted average expected dividends e) Weighted average market price |
Place: Mumbai Date: 15/05/2021
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Rajesh R Mandawewala Chairman DIN: 00007179
Emerging Stronger Together | Resurgence through resilience and responsibility
0249
BOARD’S REPORT
ANNEXURE B
st
CSR Ac�vi�es for the Financial year commencing on or a�er 1 April 2020
1. A brief outline of the Company's CSR policy:
- To spend at least 2% average net profits of the Company made during the three immediately preceding financial years calculated in accordance with the provisions of Sec�on 198 of the Companies Act 2013 in the sectors as men�oned in schedule VII of the Act.
To give preference to local area and areas around where it operates, for spending the amount earmarked for corporate social responsibility ac�vi�es.
List of ac�vi�es to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 as men�oned in the policy is placed on website of the Company at h�ps://www.aymsyntex.com
2. The composi�on of the CSR Commi�ee:
| Sr. no. | Name of the Director | Designa�on/Nature | Number of mee�ng of CSR |
Number of mee�ng of CSR |
|---|---|---|---|---|
| of Directorship | Commi�ee held during the year | Commi�ee a�ended during the year | ||
| 1 | Mr. Atul Desai | Chairman | 1 | 1 |
| 2 | Mr. Rajesh R. Mandawewala | Member | 1 | 1 |
| 3 | Mr. Abhishek R. Mandawewala | Member | 1 | 1 |
| 4 | Mrs. Khushboo Mandawewala | Member | 1 | 1 |
3. Provide the web-link where Composi�on of CSR commi�ee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company h�ps://www.aymsyntex.com
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable. - NA
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any - NA
| Sr. no. | Financial Year | Amount available for set-of from preceding | Amount available for set-of from preceding |
|---|---|---|---|
| fnancial years (in Rs.) | fnancial years (in Rs.) | ||
| - Not Applicable - | |||
| Total |
6. Average net profit of the Company for 2017-18, 2018-19 and 2019-20 : ` 864.59 Lakhs
7. a) Two percent of average net profit of the company as per sec�on 135(5) - ` 17.29 Lakhs
-
b) Surplus arising out of the CSR projects or programmes or ac�vi�es of the previous financial years - Nil
-
c) Amount required to be set off for the financial year, if any - Nil
-
d) Total CSR obliga�on for the financial year (7a+7b-7c) - ` 17.29 Lakhs
8. (a) CSR amount spent or unspent for the Financial year :
( ` in Lakhs)
| (`in Lakhs) | |
|---|---|
| Total amount spent for the Financial Year |
Amount Unspent |
| Total Amount Transferred to Unspent Amount transferred to any fund specifed under CSR Account as per sec�on 135 (6) Schedule VII as per second provision to sec�on 135(5) |
|
| Amount Date of Transfer Name of the Fund Amount Date of Transfer |
|
| 19.01 | Nil NA Nil Nil NA |
Statutory Reports Board’s Report
BOARD’S REPORT
(b) Details of CSR amount spent against ongoing projects for the financial year - NA
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SI.No. | Name of | Item from |
Local area | Loca�on of | Project dura | �on | Amount | Amount spent | Amount transferred | Mode of | Mode of | ||
| the | the list of | (Yes/No). | the project. | allocated for | in the current | to Unspent CSR | Implementa�on | Implementa�on |
|||||
| Project. | ac�vi�es in | the project | fnancial Year | Account for the | -Direct(Yes/No). | Through |
|||||||
| Schedule VII | (in Rs.). | (in Rs.). | project as per | Implemen�ng | |||||||||
| to the Act. | Sec�on 135(6) | Agency | |||||||||||
| (in Rs.). | |||||||||||||
| State District | Name | CSR Reg.no. | |||||||||||
| - Not Applicable - | |||||||||||||
| Total | |||||||||||||
| (c) | Details of CSR amount spent against other than | ongoing projects | for the fnancial year: | ||||||||||
| 1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | ||||||
| SI.No. | Name of | Item from | Local area | Loca | �on of | Amount | Mode of | Mode of | |||||
| the | the list of | (Yes/No). | the project. | allocated for | Implementa�on |
Implementa�on | |||||||
| Project. | ac�vi�es in | the project | -Direct | Through | |||||||||
| Schedule VII | (` in Lakhs) | (Yes/No). | Implemen�ng | ||||||||||
| to the Act. | Agency | ||||||||||||
| State | District | Name | CSR Reg.no. | ||||||||||
| 1 | Implemen�ng and | (ii) Promo�ng | Yes | Maharashtra | Palghar |
6.29 | Direct | NA | NA | ||||
| suppor�ng educa�on | Educa�on | ||||||||||||
| Program | |||||||||||||
| 2 | Provision | of safe | (ii) Promo�ng | Yes | U.T. of Dadra | Silvassa | 12.72 | Direct | NA | NA | |||
| drinking water | healthcare | & Nagar Haveli | |||||||||||
| Total | 19.01 | ||||||||||||
| (d) | Amount spent in Administra�ve Overheads | - Nil | |||||||||||
| (e) | Amount spent on Impact Assessment, if applicable | -Nil | |||||||||||
| (f) | Total amount spent for the Financial Year (8b+8c+8d+8e) -` 19.01 Lakhs | ||||||||||||
| (g) | Excess amount for set of -` 1.72 Lakhs | ||||||||||||
| SI.No. Par�cular |
Amount ( ` |
in Lakhs) | |||||||||||
| i. | Two percent of | average net proft of the company as per sec�on 135(5) | 17.29 | ||||||||||
| ii. | Total amount spent for the | Financial Year | 19.01 | ||||||||||
| iii. | Excess amount spent for the fnancial year [(ii) - (i)] | 1.72 | |||||||||||
| iv. | Surplus arising out of the CSR projects | or programmes or ac�vi�es of the previous fnancial years, | if any | 0.00 | |||||||||
| v. | Amount available for set of in succeeding fnancial years [(iii)-(iv)] | 1.72 |
| 9. | (a) | Details | of Unspent CSR amount for | the preceding three fnancial years :NA | the preceding three fnancial years :NA | ||
|---|---|---|---|---|---|---|---|
| SI.No. | Preceding | Amount transferred to | Amount spent in | Amount transferred to any fund | Amount | ||
| Financial | Unspent CSR Account | the repor�ng | specifed under schedule | VII as per | remaining to be | ||
| Year | under sec�on 135 (6) | Financial Year | sec�on 135 (6), if any | spent in succeeding | |||
| in Rs. | in Rs. | fnancial year in Rs. | |||||
| Name of the Amount (in Rs.) |
Date of | ||||||
| transfer | |||||||
| - Not Applicable - |
Total
Emerging Stronger Together | Resurgence through resilience and responsibility
5102
BOARD’S REPORT
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s) : NA
| SI.No. | Project | Name of | Financial Year | Project | Total amount | Amount spent | Cumula�ve amount | Status of the |
|---|---|---|---|---|---|---|---|---|
| ID | the Project | in which the | dura�on | allocated for | on the project | spent at the end of | project | |
| project was | the project | in the repor�ng | repor�ng | completed | ||||
| commenced | In Rs. | Financial year | Financial year | ongoing | ||||
| in Rs. | in Rs. |
- Not applicable -
Total
-
In case of crea�on or acquisi�on of capital asset, furnish the details rela�ng to the asset so created or acquired through CSR spent in the financial year (asset-wise details) : NA
-
(a) Date of crea�on or acquisi�on of capital asset(s) : NA
-
(b) Amount of CSR spent for crea�on or acquisi�on of capital asset : NA
-
(c) Details of the en�ty or public authority or beneficiary under whose name such capital asset is registered, their address etc : NA
-
(d) Provide details of the capital asset(s) created or acquired (including complete address and loca�on of the capital asset) : NA
-
Specify the reason, if the Company has failed to spend the two percent of the average net profit as per Sec�on 135(5) : NA
Sd/- Abhishek Mandawewala Managing Director & CEO DIN-00737785
Sd/- Atul Desai Chairman of CSR Commi�ee DIN-00019443
Statutory Reports Board’s Report
BOARD’S REPORT
ANNEXURE C
FORM NO. MR-3 Secretarial Audit Report
For the Financial year ended 31st March, 2021
[Pursuant to sec�on 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remunera�on of Managerial Personnel) Rules, 2014]
To, The Members, AYM Syntex Limited Survey No. 374/1/1, Plot No.1, Village Saily, Silvassa, U.T. of Dadra & Nagar Haveli
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate prac�ces by AYM Syntex Limited (CIN - L99999DN1983PLC000045) (hereina�er called “The Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evalua�ng the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verifica�on of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the informa�on provided by the Company, its officers, agents and authorized representa�ves during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2021 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the repor�ng made hereina�er:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2021 according to the provisions of:
-
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
-
ii. The Securi�es Contract (Regula�on) Act, 1956 (‘SCRA’) and the rules made thereunder;
-
iii. The Depositories Act, 1996 and the Regula�ons and Bye-laws framed thereunder;
- d. The Securi�es and Exchange Board of India (Share Based Employee Benefits) Regula�ons, 2014; - e. The Securi�es and Exchange Board of India (Issue and Lis�ng of Debt Securi�es) Regula�ons, 2008 (Not Applicable to the Company during the financial year under review); - f. The Securi�es and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regula�on 1993 regarding the Act and dealing with client (Not Applicable to the Company during the financial year under review); - g. The Securi�es and Exchange Board of India (Delis�ng of Equity Shares) Regula�ons, 2009 (Not Applicable to the Company during the financial year under review); - h. The Securi�es and Exchange Board of India (Buyback of Securi�es) Regula�ons, 2018 (Not Applicable to the Company during the financial year under review); and - I The Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015.-
vi. The Management has iden�fied the compliances of the following laws as specifically applicable to the Company:
-
a. Air (Preven�on and Control of Pollu�on) Act, 1981 and Rules issued by the State Pollu�on Control Boards;
-
b. Contract Labour (Regula�on and Aboli�on) Act, 1970;
-
c. Employees Provident Fund and Miscellaneous Provisions Act, 1952;
-
d. Employee’s State Insurance Act, 1948;
-
e. Environment Protec�on Act, 1986;
-
f. Equal Remunera�on Act, 1976;
-
-
-
iv. Foreign Exchange Management Act, 1999 and the rules and regula�ons made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
-
v. The following Regula�ons and Guidelines prescribed under the Securi�es and Exchange Board of India Act, 1992 (‘SEBI Act’):-
-
a. The Securi�es and Exchange Board of India (Substan�al Acquisi�on of Shares and Takeovers) Regula�ons, 2011;
-
b. The Securi�es and Exchange Board of India (Prohibi�on of Insider Trading) Regula�ons, 2015;
-
c. The Securi�es and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regula�ons, 2018 (Not Applicable to the Company during the financial year under review);
-
g. Factories Act, 1948;
-
h. Industrial Dispute Act, 1947;
-
i. Maternity Benefits Act, 1961;
-
j. Minimum Wages Act, 1948;
-
k. Payment of Bonus Act, 1965;
-
l. Payment of Gratuity Act, 1972;
-
m. Payment of Wages Act, 1936;
-
n. Water (Preven�on and Control of Pollu�on) Act, 1974 and rules issued by the State Pollu�on Control Boards.
Emerging Stronger Together | Resurgence through resilience and responsibility
0253
BOARD’S REPORT
Having regard to the compliance system prevailing in the Company, we further report that on the examina�on of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the same.
We have also examined compliance with the applicable clauses of the Secretarial Standards issued by the Ins�tute of Companies Secretaries of India.
During the period under review the Company has complied with the provisions of the Act, Rules, Regula�ons, Guidelines, standards etc. men�oned above.
We further report that
The Board of Directors of the Company is duly cons�tuted with proper Balance of Execu�ve Directors, Non-Execu�ve Directors and Independent Directors. The changes in the composi�on of the Board of Directors took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate No�ce is given to all directors to schedule the Board Mee�ngs, agenda and detailed notes on agenda were sent at least 7 days in advance and a system exists for seeking and obtaining further informa�on and clarifica�ons on the agenda items before the mee�ng and for meaningful par�cipa�on at the mee�ng.
All decisions at Board Mee�ngs and Commi�ee Mee�ngs are carried out unanimously as recorded in the minutes of the mee�ngs of the Board of Directors or Commi�ee of the Board as the case may be.
We further report that there are adequate systems and processes in the Company commensurate with the size and opera�ons of the Company to monitor and ensure compliance with applicable rules, laws, regula�ons and guidelines.
We further report that during the audit period:
-
i. The Company has allo�ed 60,190 equity shares pursuant to exercise of ESOP op�ons by employees under AYM ESOP Scheme 2018.
-
ii. The Shareholders of the Company by way of Special resolu�on through Postal Ballot have approved the “AYM Employee Stock Op�on Scheme- 2021.”
For Gupta Baul & Associates Company Secretaries sd/Place: Mumbai Hitesh J. Gupta Date: 15/05/2021 ACS No. 33684 CP No.12722 UDIN: A033684C000313139
Note: This report is to be read with our le�er of even date which is annexed as ‘ANNEXURE- A’ and forms an integral part of this report.
ANNEXURE A
To, The Members, AYM Syntex Limited Survey No. 374/1/1, Plot No.1, Village Saily, Silvassa, U.T. of Dadra & Nagar Haveli
Our report of even date is to be read along with this le�er.
-
Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.
-
We have followed the audit prac�ces and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verifica�on was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and prac�ces, we followed provide a reasonable basis for our opinion.
-
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
-
Where ever required, we have obtained the Management representa�on about the compliance of laws, rules and regula�ons and happening of events etc.
-
The compliance of the provisions of Corporate and other applicable laws, rules, regula�ons, standards is the responsibility of management. Our examina�on was limited to the verifica�on of procedures on test basis.
-
The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effec�veness with which the management has conducted the affairs of the company.
For Gupta Baul & Associates Company Secretaries sd/- Hitesh J. Gupta ACS No. 33684 CP No.12722 UDIN: A033684C000313139
Place: Mumbai Date: 15/05/2021
Statutory Reports
Board’s Report
BOARD’S REPORT
| RD’S | REPORT | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ANNEXURE | D | ||||||||||||||||||||||||||||
| A. The Names of the top 10 employees in terms of remunera�on drawn: Sr. Name of the employee Remunera�on Designa�on Qualifca�ons Date of Age The last The percentage of Whether any employee is a rela�ve No received and experience commencement (Years) employment equity shares held by of any director or manager (Refer Note) of the employee of employment held by such the employee in the of the company and if so, name |
(`in lakhs) employee company within the of such director or manager before joining meaning of clause (iii) the company of sub-rule (2) above 1 Mr. Umesh Krishna Shenoy* 144.31 President – PG Diploma,FIE, 16th July 2018 64 J.K.Tyre & 0.01 Nil Unit Head Rakholi C.Engg Industries Limited Exp: 42 2 Mr. Sunil Karanjkar 84.80 President PGDM in Marke�ng 20th December 1989 56 Garware Nylon 0.03 Nil |
Exp:34 years | 3 Mr. Sudhanshu M Khire 81.43 Director (Opera�on) B.Sc, MBA, 2nd April 2007 62 M/s. Bhargavi 0.04 Nil |
Exp-34 years Marke�ng Pvt. Ltd., |
4 Mr. Abhishek Mandawewala 77.40 Managing Director B.A/M. Eng 1st August 2015 34 Welspun India Limited 0.00 Son of Mr. Rajesh R. Mandawewala and |
& CEO (Honours) Spouse of Mrs. Khushboo Mandawewala |
Exp: 10 years | 5 Mr. Rahul Pareek 71.65 Business Head - BCF B.Tech – Text 9th August 2012 53 ZYC Fibre Co 0.03 Nil |
Exp: 31 years | 6 Mr. Himanshu Dhaddha 70.73 Chief Financial Ofcer CA, CS, CWA 8th November 2016 35 Amazon India Group 0.02 Nil Exp: 13 years 7 Mr. Brijesh Kumar Srivastava 52.13 Vice President – B.Tech 1st November 2017 61 Oriental Weavers 0.01 Nil BCF Produc�on Exp - 37 years Interna�onal 8 Mr. Neeraj Bhrigu 44.93 Vice President - B.Tech –Text Tech 21st July 2017 46 Asia Pacifc Fibre 0.00 Nil Spinning Exp: 25 years 9 Mr. Alok Kumar Upadhyay 44.57 Vice President – B.Tech - Text 30th December 2019 51 SRF (Thailand) 0.00 Nil Palghar Unit Exp: 26 years Industrial Ltd. 10 Mr. Saugata Das 43.61 Assistant Vice B. Tech - Polymer 13th December 2017 46 SRF Ltd 0.01 Nil President Science & Tech. |
Exp: 22 years | *Employed for the part of the fnancial year 2020-21 | B. List of employees drawing remunera�on of Rs. 1,02,00,000 per annum or more throughout the year: Nil |
C. Remunera�on of Rs. 8,50,000 per month or more received by employee for a part of the year: |
Sr. Name of the employee Remunera�on Designa�on Qualifca�ons Date of Age The last The percentage of Whether any employee is a rela�ve |
No received and experience commencement (Years) employment equity shares held by of any director or manager |
(Refer Note) of the employee of employment held by such the employee in the of the company and if so, name |
(Rupees employee company within the of such director or manager |
In lakhs) before joining meaning of clause (iii) |
the company of sub-rule (2) above |
1 Mr. Umesh Krishna Shenoy 144.31 President – Unit Head PG Diploma,FIE, C.Engg 16th July 2018 64 J. K. Tyre & 0.01 Nil |
Rakholi Exp: 42 years Industries Limited |
Notes: | i. All appointments are/were contractual in nature. Other terms and condi�ons are as per the service rules of the Company. |
ii. None of the employees named above hold 2% or more of the equity shares of the Company, by themselves or along with their spouse and dependent children. | iii. Remunera�on includes salary, allowances, performances linked variable pay paid, perquisites & benefts, Company’s contribu�on to provident fund and other re�rement benefts like leave encashment and gratuity paid | during the year. | iv. The informa�on about qualifca�ons and last employment is based on the par�culars furnished by the concerned employee. |
Emerging Stronger Together | Resurgence through resilience and responsibility
5502
BOARD’S REPORT
ANNEXURE E
st
CORPORATE GOVERNANCE REPORT FOR THE YEAR ENDED 31 MARCH, 2021
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
- AYM Syntex Limited believes that for a Company to succeed on a sustained basis, it must maintain global standards of corporate conduct towards its employees, shareholders, consumers and society.
The primary objec�ve is to create and adhere to a corporate culture of consciousness, transparency and openness.
2. BOARD OF DIRECTORS
- a) Composi�on
| 2. a) |
BOARD OF DIRECTORS Composi�on |
BOARD OF DIRECTORS Composi�on |
||||||
|---|---|---|---|---|---|---|---|---|
| Present strength of the Board of Directors is | 6. Details of composi�on | of the exis�ng Board | st of Directors as on 31 March 2021 |
is given below: | ||||
| Sr. | Name of the Director | Category | No. of Directorship | No. of shares and | Member / | No. of Board | A�endance | |
| No. | in other Companies | conver�ble | Chairman in | Mee�ngs | at last | |||
| instruments held | No. of Commi�ees | A�ended | AGM | |||||
| by NE | # in Companies |
|||||||
| Public | Private | |||||||
| 1. | Mr. Rajesh R. Mandawewala | P,NE,C | ^ 9 |
07 | Nil | (4)M | 5 | No |
| 2. | Mr. Abhishek R. Mandawewala | P, E | ^ 01 |
09 | Nil | (1) C/(1)M | 5 | Yes |
| 3. | Mr. Atul Desai | I, S, NE | ^ 05 |
00 | 30 Equity shares | (5)C/(3)M | 5 | Yes |
| 4. | Mr. Mohan Tandon | I, NE | 01 | Nil | Nil | (1)C/(2)M | 5 | Yes |
| 5. | Mr. K. H. Viswanathan | I, NE | ^ 03 |
01 | Nil | (4)C/(2)M | 5 | Yes |
| 6 | Mrs. Khushboo Mandawewala | WTD | ^ 02 |
02 | Nil | Nil | 5 | Yes |
^ Includes unlisted public companies.
For the purpose of considering the limit of the commi�ees on which a director can serve, all public limited companies, whether listed or not, are included and all other companies including private limited companies, foreign companies and companies under Sec�on 8 of the Companies Act, 2013 are excluded.
Further for the purpose of coun�ng membership in Board Commi�ee of other Companies, Chairmanship/ Membership of the Audit Commi�ee and the Stakeholders Rela�onship Commi�ee alone are considered.
Abbrevia�ons:
-
P = Promoter, E = Execu�ve Director, NE = Non - Execu�ve Director, I = Independent Director, W = Woman Director, S = Shareholders, C = Chairman, M = Member, WTD =Whole �me Director.
-
b) The names of the listed en��es where the director is Director and category of directorship and matrix of the skills/exper�se/competence iden�fied by the board of directors as required in the context of its business(es) and sector(s) for it to func�on effec�vely and those actually available with the board and directors who have such skills / exper�se / competence. Details of current members of the Board is given below:
| Sr No | Name of the Director | Skill/exper�se/competence | Name of Listed En�ty | Category |
|---|---|---|---|---|
| 1 | Mr. Rajesh R Mandawewala | Leading fgure in tex�les and Steel, believes in driving | Welspun India Limited | Managing Director |
| innova�on through Con�nuous research and product | AYM Syntex Limited | Director | ||
| developments, Strategy and Business Management | Welspun Corp Limited | Director | ||
| Welspun Enterprises Limited | Director | |||
| 2. | Mr. Abhishek R Mandawewala | Strategy and Business management, Excellent | AYM Syntex Limited | Managing Director & CEO |
| managerial skill, leadership quality | ||||
| 3. | Mr. Atul Desai | Li�ga�on & Arbitra�on | AYM Syntex Limited | Independent Director |
| Welspun Specialty Solu�ons Limited | Independent Director | |||
| Welspun Investments and | ||||
| Commercials Limited | Independent Director | |||
| TCFC Finance Limited | Independent Director | |||
| JSW Holdings Limited | Independent Director | |||
| 4. | Mr. Mohan Tandon | Professional with experience in Organiza�on | AYM Syntex Limited | Independent Director |
| Restructuring and designing Produc�vity oriented | Welspun Enterprises Limited | Independent Director | ||
| Incen�ve Schemes | ||||
| 5. | Mr. K H Viswanathan | Corporate Tax and Legal, Transac�on advisory and | AYM Syntex Limited | Independent Director |
| structuring, Internal, Management and Due-diligence, | Welspun Corp Limited | Independent Director | ||
| audits, formula�on of business strategy, mergers | ||||
| and acquisi�ons etc | ||||
| 6. | Mrs. Khushboo Mandawewala | So�ware engineer, strategic, Business development skill | AYM Syntex Limited | Whole �me Director |
| and excellent leadership quality |
Corporate Governance Report
Statutory Reports
BOARD’S REPORT
c) In the table below, the specific areas of focus or exper�se of individual Board members have been highlighted:
| Name of the Director | Business | Leadership | Informa�on | General & | Finance, Taxa�on | Corporate |
|---|---|---|---|---|---|---|
| development | skill | Technology | commercial laws | and Insurance | Governance | |
| Mr. Rajesh R Mandawewala | | | | | | - |
| Mr. Abhishek Mandawewala | | | | - | | - |
| Mr. Atul Desai | - | - | - | | - | |
| Mr. Mohan Tandon | - | - | - | | - | |
| Mr.K H Viswanathan | - | - | - | | | |
| Mrs.Khushboo Mandawewala | | | | - | - | - |
Note: These skills/competencies are broad-based, encompassing several areas of exper�se/experience. Each Director may possess varied combina�ons of skills/experience within the described set of parameters, and it is not necessary that all Directors possess all skills/experience listed therein.
-
d) Details of Date of Board Mee�ngs: Five mee�ngs of the Board of Directors were held during the financial year 2020-21 i.e. 18th April 2020, 12th June 2020, 12th September 2020, 26th October 2020 and 30th January 2021.
-
e) Disclosure of rela�onship between Directors inter se: Mr. Abhishek R. Mandawewala is son of Mr. Rajesh R. Mandawewala, Director.
Mrs.Khushboo A Mandawewala is wife of Mr. Abhishek Mandawewala, Managing Director & CEO and daughter in law of Mr. Rajesh Mandawewala, the Chairman of the Company.
- f) The details of familiariza�on program (for Independent Directors) are disclosed on the Company's website and a web link thereto is :
h�ps://www.aymsyntex.com/investors/corporate-governance/policies-code-compliances
- g) It is confirmed that in the opinion of the board, the independent directors fulfill the condi�ons specified in these regula�ons and are independent of the management.
3. AUDIT COMMITTEE
The Audit Commi�ee consists of the following 3 Independent Non-Execu�ve Directors (financially literate) as on 31st March 2021.
| Sr.No. | Name | Designa�on |
|---|---|---|
| i. | Mr. Atul Desai | Chairman |
| ii. | Mr. K. H. Viswanathan | Member |
| iii. | Mr. Mohan Tandon | Member |
Terms of Reference:
The terms of reference s�pulated by the Board of Directors to the Audit Commi�ee are as contained under Regula�on 18 of SEBI (LODR) Regula�ons, 2015 and sec�on 177 of the Companies Act, 2013.
Four mee�ngs of Audit Commi�ee of Board of Directors were held on 12th June 2020, 12th September 2020, 26th October 2020 and 30th January 2021. The details of a�endance of members of Audit Commi�ee are as follows:
| Sr. | Name of the Member | Designa�on | Mee�ngs |
|---|---|---|---|
| No. | A�ended | ||
| 1. | Mr. Atul Desai | Chairman | 4 |
| 2. | Mr. K. H. Viswanathan | Member | 4 |
| 3. | Mr. Mohan Tandon | Member | 4 |
4. NOMINATION AND REMUNERATION COMMITTEE
-
a. The terms of reference s�pulated by the Board of Directors to the Nomina�on and Remunera�on Commi�ee are as contained under regula�on 19 of SEBI (LODR) Regula�ons, 2015 and sec�on 178 of the Companies Act, 2013.
-
b. Nomina�on and Remunera�on Commi�ee of the Board of Directors of the Company consists of the following members:
| Sr. | Name of the Member | Designa�on |
|---|---|---|
| No. | ||
| i. | Mr. Atul Desai | Chairman |
| ii. | Mr. R. R. Mandawewala | Member |
| iii. | Mr. M. K. Tandon | Member |
| iv. | Mr. K. H. Viswanathan | Member |
Mr. Ashitosh Sheth, Company Secretary also acts as a Secretary to the Commi�ee.
Emerging Stronger Together | Resurgence through resilience and responsibility
0257
BOARD’S REPORT
- c. Two mee�ngs of Nomina�on and Remunera�on Commi�ees were held on 12th June 2020 and 26th October 2020. The details of a�endance of members of the commi�ee are as follows:
| Sr. | Name of the Member | Designa�on | Mee�ngs |
|---|---|---|---|
| No. | A�ended | ||
| 1. | Mr. Atul Desai | Chairman | 2 |
| 2 | Mr. R. R. Mandawewala | Member | 0 |
| 3. | Mr. K. H. Viswanathan | Member | 2 |
| 4. | Mr. M. K. Tandon | Member | 2 |
-
d. Performance Evalua�on Criteria
-
i. The evalua�on of individual directors would have two parts, viz. (a) quan�ta�ve data in the form of number of mee�ngs of the board and commi�ees a�ended as against the total number of such mee�ngs held and (b) qualita�ve data coming out of the process of filling in a ques�onnaire by the directors, which would be subjec�ve, by its very nature.
-
ii. In order to induce the respondents to give their frank views, the instruments would be so designed that only �cks would be required, with no provision for descrip�on and the directors would not be required to iden�fy themselves below the filled in ques�onnaire.
-
iii. The result of the evalua�on would be discussed threadbare by the Board and remedial ac�ons taken.
-
iv. In case of individual directors’ performance falling below a threshold, there would be a provision for individual counselling by the Chairman of the Company.
5. REMUNERATION TO DIRECTORS
-
a. There are no pecuniary rela�onships or transac�ons with the Non-Execu�ve Directors vis-a-vis the Company.
-
b. Criteria of making payments to Non-Execu�ve Directors:
The Company pays si�ng fees to Non-Execu�ve Directors for a�ending mee�ngs of the Board of Directors, Audit Commi�ee, Nomina�on and Remunera�on Commi�ee, Finance Commi�ee, Stakeholder Rela�onship Commi�ee, Independent Directors mee�ng, Corporate Social Responsibility Commi�ee, fee for a�ending General Mee�ngs etc.
During the year, the Non-Execu�ve Directors had no pecuniary rela�onship or transac�ons with the Company, other than si�ng fees, commission and reimbursement of expenses incurred by them for the purpose of a�ending mee�ngs of the Company.
Details of the remunera�on paid to Non-Execu�ve Directors during the year are as under:
(` in Lakhs)
| Name of Directors | Si�ng Fees |
|---|---|
| Mr. Atul Desai | 5.72 |
| Mr. K.H. Viswanathan | 4.76 |
| Mr. Mohan Tandon | 4.76 |
| Total | 15.24 |
- c. To recommend payment of Remunera�on to Execu�ve Director / Managing Director and CEO/Whole �me Director:
The details of Remunera�on paid to Managing Director & CEO and Whole �me Director during the year are men�oned below:
| Par�culars | Mr. Abhishek | R. | Mrs. Khushboo | |
|---|---|---|---|---|
| Mandawewala | Mandawewala | |||
| (MD & CEO) | (WTD ) | |||
| Salary & allowances | 60.66 | 24.26 | ||
| Gratuity | 0 | 0 | ||
| Leave encashment | 0 | 0 | ||
| Contribu�on to | ||||
| Provident Fund | 3.56 | 1.42 | ||
| Commission | 13.19 | 0 | ||
| TOTAL | 77.41 | 25.68 | ||
| Service | From | 01 /08/18 | From 29/07/19 | |
| contracts | to | 31/07/21 | to | 28 /07/22 |
| No�ce period | 3 months | 3 months | ||
| Severance fees | - | - | ||
| Stock op�on | - | - |
-
d. Mee�ng of Independent Directors The Independent Directors of the Company shall hold at least one mee�ng in a year without the a�endance of non-independent directors and members of management. The mee�ng of Independent Directors was held on 19th March 2021 and the following points were discussed:
-
reviewed the performance of non-independent directors, individual directors, commi�ees of Board and the Board as a whole;
-
reviewed the performance of the Chairperson of the Company, taking into account the views of Execu�ve Directors and Non-Execu�ve Directors;
-
assessed the quality, quan�ty and �meliness of flow of informa�on between the Company, management and the Board that is necessary for the Board to effec�vely and reasonably perform their du�es.
Corporate Governance Report
Statutory Reports
BOARD’S REPORT
6. STAKEHOLDERS RELATIONSHIP COMMITTEE
-
a. Name of Non-Execu�ve Director heading the Commi�ee - Mr. Atul Desai
-
b. Name and designa�on of Compliance Officer- Mr. Ashitosh Sheth , Company Secretary
-
c. Number of shareholders complaints received during the year - Nil
| Sr. | Name of Member | Designa�on | Mee�ng |
|---|---|---|---|
| A�ended | |||
| 1. | Mr. Atul Desai | Chairman | 1 |
| 2. | Mr. R. R. Mandawewala | Member | 0 |
| 3. | Mr. Abhishek. R. | ||
| Mandawewala | Member | 1 | |
| 4. | Mrs. Khushboo | ||
| Mandawewala | Member | 1 |
- d. Number not solved to the sa�sfac�on of shareholders - Nil
8. GENERAL BODY MEETING
-
e. Number of complaints pending as on March 31, 2021 - Nil
-
a) Details of the last three Annual General Mee�ngs held are as under:
Details of Stakeholders Rela�onship Commi�ee Mee�ng:
th
During the year One mee�ng was held on 28 January 2021.
| Sr. | Name of Member | Designa�on | Mee�ng |
|---|---|---|---|
| A�ended | |||
| 1. | Mr. Atul Desai | Chairman | 1 |
| 2. | Mr. R. R. Mandawewala | Member | 1 |
| 3. | Mr. Abhishek. R. | ||
| Mandawewala | Member | 1 |
7. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR) In compliance with the provisions of Sec�on 135 of the Companies Act, 2013, the Company cons�tuted a Corporate Social Responsibility Commi�ee comprising of three Directors.
- a) Composi�on: The Commi�ee comprises of:
| Sr. | Name of the Member | Designa�on |
|---|---|---|
| No. | ||
| i. | Mr. Atul Desai | Chairman |
| ii. | Mr. R R Mandawewala | Member |
| iii. | Mr. Abhishek Mandawewala | Member |
| iv. | Mrs. Khushboo Mandawewala | Member |
The Company Secretary acts as the Secretary to the Commi�ee.
- b) Terms of reference of the Commi�ee, inter alia include the following: To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indica�ng ac�vi�es to be undertaken by the Company in compliance with the provisions of the Act and rules made thereunder.
Our social vision has been enshrined in following `4’S which have become the Guiding Principles of our CSR ini�a�ves – Swasthya, Swabhiman, Sudhar and Srish�.
- c) Mee�ngs and A�endance: During the year under review, the Corporate Social Responsibility Commi�ee met at once i.e. on 12th June 2020.
| Financial | Date & Time | Loca�on |
|---|---|---|
| Year | ||
| 2017-18 | 25/09/2018 | S. No. 394(P), Village Saily, |
| 11.30 a.m | Silvassa (U. T. of Dadra | |
| & Nagar Haveli) | ||
| 2018-19 | 19/09/2019 | S. No. 394(P), Village Saily, |
| 12.00 Noon | Silvassa (U. T. of Dadra | |
| & Nagar Haveli) | ||
| 2019-20 | 29/09/2020 | Video Conferencing |
| 12.30p.m |
- b) Special Resolu�ons passed in the last three Annual General Mee�ngs are as under:
Financial Date Item Year
-
2017-18 25/09/2018 (i) Re-appointment of Mr. K H V i s w a n a t h a n a s Independent director for second term with effect from 1st August 2018 to 31st July 2023.
-
(ii) Re-appointment of Mr. Abhishek Mandawewala as Managing director & CEO for a further period of three years with effect from 1st August 2018 to 31st July 2021.
-
2018-19 19/09/2019 (i) Appointment of Mrs. Khushboo Mandawewala as Whole �me Director for a period of 3 years w.e.f 29th July 2019;
(ii) Amendment in AYM ESOP Scheme 2018 2018-19 20/03/2019 (i) Extension of the term of (postal ballot) M r. M oha n Ta ndon, Independent Director and re appointment of Mr. Atul Desai and Mr. Mohan Tandon, Independent Directors for 5 years. 2019-20 29/09/2020 Nil
Emerging Stronger Together | Resurgence through resilience and responsibility
0259
BOARD’S REPORT
-
c. The following Special Resolu�ons, as set out in the Postal Ballot No�ce dated 30th January 2021 and voted through Postal Ballot were assented to by the requisite majority (100% voted in favour) as per the result declared by the Chairman on 5th March 2021 and therefore taken as approved by the shareholders :
-
Approval of Dra� AYM Employees Stock Op�on Scheme 2021.
-
d. Person who conducted the postal ballot exercise - Mr. Hitesh Gupta, Prac�sing Company Secretary was appointed as scru�nizer for conduc�ng e-vo�ng process.
9. MEANS OF COMMUNICATION
-
a. The quarterly Un-audited Financial Results and Yearly Audited Financial Results of the Company are sent to the BSE Limited and Na�onal Stock Exchange immediately a�er they are approved by the Board of Directors in their Board mee�ngs.
-
b. The quarterly Un-audited Financial Results and Yearly Audited Financial Results of the Company has been adver�sed in Newspapers, details of which are as men�oned herein below:
| Quarter/ | Date of | Name of Newspaper |
|---|---|---|
| Year end | publica�on | |
| 31/03/2020 | NIL* | NA |
| 30/06/2020 | 13/09/2020 | The Financial Express (E), |
| Ahmedabad edi�on | ||
| 14/09/2020 | The Financial Express (G), | |
| Ahmedabad edi�on | ||
| 30/09/2020 | 27/10/2020 | The Financial Express (E)+ |
| (G), Ahmedabad edi�on | ||
| 31/12/2020 | 31/01/2021 | The Financial Express (E), |
| Ahmedabad edi�on | ||
| 11/02/2020 | The Financial Express (G), | |
| Ahmedabad edi�on |
-
*SEBI vide circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/48 dated March 26, 2020 had exempted publica�on of adver�sements in newspapers, as required under regula�on 47, for all events scheduled �ll May 15, 2020, since some newspapers had stopped their print versions due to Covid -19 pandemic and further extended �ll June 30, 2020.
-
c. Website:
https://www.aymsyntex.com/investors/fnancial-report/investors-fnancial-relation
- d. Whether it also displays official news releases : No official news has been released during the year.
10. GENERAL SHAREHOLDERS INFORMATION
-
th
-
a. 38 Annual General : Plot no. 1, Survey No. 374/1/1, Mee�ng Venue Village saily, Silvassa, U. T. of Dadra & Nagar Haveli- 396230
-
Time, Day and Date : Wednesday, 2 9 th September 2021 at 12. 3 0 PM
-
b. Financial year : From 01st April to 31st March c. Dividend payment date : No Dividend recommended / declared during the year
-
d. Lis�ng on Stock : i. Na�onal Stock Exchange of Exchanges : India Limited (NSE), Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra Kurla Complex Rd, Bandra East, Mumbai- 400051.
-
ii. Bombay Stock Exchange Limited (BSE), P. J. Tower, Dalal Street, Fort, Mumbai 400001.
-
iii. Lis�ng fees has been paid to BSE and NSE on 12th June 2020.
-
e. Stock Code : Stock code No. is 508933 (BSE) and Symbol is AYMSYNTEX (NSE).
-
f. Market Price Data- High-Low Quota�ons on Bombay Stock Exchange Limited (BSE) and Na�onal Stock Exchange of India Limited (NSE), Mumbai during each month for the year 01 /04/ 2020 to 31/03/2021:
| f. | Market Price Data- High-Low Quota�ons on Bombay Stock Exchange Limited (BSE) and Na�onal Stock Exchange of India Limited (NSE), Mumbai during each month for the year 01 /04/ 2020 to 31/03/2021: |
|---|---|
| Month | Bombay Stock Sensex Na�onal Stock Ni�y Exchange ( **)**<br>**Exchange (**) |
| High Low High Low High Low High Low |
|
| Apr-20 | 18.35 15.10 33887.25 27500.79 18.90 15.00 9889.05 8055.80 |
| May-20 | 16.90 14.10 32845.48 29968.45 17.00 14.25 9598.85 8806.75 |
| Jun-20 | 27.85 15.35 35706.55 32348.10 27.55 14.50 10553.15 9544.35 |
| Jul-20 | 25.00 20.30 38617.03 34927.20 25.50 20.15 11341.40 10299.60 |
| Aug-20 | 30.40 21.00 40010.17 36911.23 30.60 21.05 11794.25 10882.25 |
| Sep-20 | 28.15 23.55 39359.51 36495.98 28.75 23.10 11618.10 10790.20 |
| Oct-20 | 33.30 23.55 41048.05 38410.20 33.45 23.15 12025.45 11347.05 |
| Nov-20 | 45.40 26.20 44825.37 39334.92 45.00 25.60 13145.85 11557.40 |
| Dec-20 | 47.90 34.95 47896.97 44118.10 48.00 34.75 14024.85 12962.80 |
| Jan-21 | 45.55 38.30 50184.01 46160.46 46.20 38.70 14753.55 13596.75 |
| Feb-21 | 60.90 46.60 52516.76 46433.65 61.35 46.30 15431.75 13661.75 |
| Mar-21 | 54.00 44.00 51821.84 48236.35 55.95 43.20 15336.30 14264.40 |
- e. Presenta�on made to ins�tu�onal investors or to the analysts : None
Corporate Governance Report
Statutory Reports
BOARD’S REPORT
g. Performance in comparison to broad-based indices i.e. BSE - Sensex and NSE - Ni�y through Graph is as under:
| Month | BSE Index | AYM Syntex Stock | NSE (Ni�y) | AYM Syntex |
|---|---|---|---|---|
| (Sensex) | month end | Stock month | ||
| end Closing | end Closing | |||
price (**)**||**price (**) |
||||
| Apr-20 | 33717.62 | 15.75 | 9859.90 | 15.75 |
| May-20 | 32424.10 | 15.55 | 9580.30 | 15.05 |
| Jun-20 | 34915.80 | 23.50 | 10302.10 | 23.50 |
| Jul-20 | 37606.89 | 22.50 | 11073.45 | 22.00 |
| Aug-20 | 38628.29 | 26.65 | 11387.50 | 26.90 |
| Sep-20 | 38067.93 | 23.65 | 11247.55 | 23.15 |
| Oct-20 | 39614.07 | 27.25 | 11642.40 | 27.05 |
| Nov-20 | 44149.72 | 44.25 | 12968.95 | 44.40 |
| Dec-20 | 47751.33 | 38.30 | 13981.75 | 38.70 |
| Jan-21 | 46285.77 | 45.55 | 13634.60 | 45.90 |
| Feb-21 | 49099.99 | 53.25 | 14529.15 | 53.40 |
| Mar-21 | 33717.62 | 46.35 | 14690.70 | 46.45 |
==> picture [247 x 288] intentionally omitted <==
-
h. Securi�es are not suspended from trading.
-
i. Registrar and Share Transfer Agent: Link In�me India Private Limited
Address : C-101,247 Park, LBS Marg, Vikhroli (West), Mumbai- 400083 Tel. No. : 022- 49186270 Fax No. : 022 – 49186060, E-mail : rnt.helpdesk@linkin�me.co.in Website : https://www.linkintime.co.in/
-
j. Share Transfer System The Shares of the Company are fully dematerialized under the category of compulsory delivery in dematerialized mode by all categories of investors. Shares sent for transfer in physical form are registered by the Company’s Registrar and Share Transfer Agents within 15 days from the date of receipt of documents, if the same are found in order. Shares under objec�on are returned within three days.
-
k. Distribu�on of Shareholding
st
The distribu�on of shareholding as on 31 March 2021 is as follows:
| Shareholding of | Share | holders | Amount | Amount |
|---|---|---|---|---|
| nominal value | % of | % of | ||
In|**Number**|**Total**|**In** |
Total | |||
| (1) | (2) | (3) | (4) | (5) |
| Upto - 5,000 | 5502 | 77.72 | 7687930 | 1.53 |
| 5,001 - 10,000 | 603 | 8.51 | 5051740 | 1.00 |
| 10,001 – 20,000 | 371 | 5.24 | 5818290 | 1.16 |
| 20,001 – 30,000 | 153 | 2.16 | 3942040 | 0.78 |
| 30,001 – 40,000 | 72 | 1.01 | 2564510 | 0.51 |
| 40,001 – 50,000 | 62 | 0.87 | 2916530 | 0.58 |
| 50,001 - 1,00,000 | 142 | 2.00 | 10767840 | 2.15 |
| 1,00,001 and above | 174 | 2.4 | 461604160 | 92.25 |
| TOTAL | 7079 | 100.00 | 500353040 | 100.00 |
- l. Dematerializa�on of shares and liquidity The Shares of the Company are fully dematerialized under the category of compulsory delivery in dematerialized mode by all categories of investors.
The dematerialized shares are directly transferred to the beneficiaries by the depositories.
The Company has signed agreements with both the depositories i.e. Na�onal Securi�es Depository Limited and Central Depository Services (India) Limited. As on 31st March 2021, 99.95% of the shares of the Company are dematerialized.
Bifurca�on of shares are men�oned below:
| Category | As on | % of |
|---|---|---|
| 31/03/ 2021 | shareholding | |
| No. of Shares held by NSDL | 4,36,64,624 | 87.97 |
| No. of Shares held by CDSL | 63,46,940 | 11.98 |
| Physical | 23,740 | 0.05 |
| Total | 5,00,35,304 | 100.00 |
-
m. The Company has not issued any GDRs/ ADRs.
-
n. Commodity price risk or foreign exchange risk and hedging ac�vi�es: Refer to Management Discussion & Analysis’ Sec�on of this Report.
Emerging Stronger Together | Resurgence through resilience and responsibility
0261
BOARD’S REPORT
-
o. Disclosures in rela�on to the Sexual Harassment of Women at Workplace (Preven�on, Prohibi�on and Redressal) Act, 2013:
-
a. number of complaints filed during the financial year : Nil
-
b. number of complaints disposed of during the financial year : Nil
-
c. number of complaints pending as on end of the financial year : Nil
-
P. Loca�on of plant
| Loca�on of plant | Loca�on of plant |
|---|---|
| Rakholi Plant and : Plot no. 1, Survey No. 374/1/1, Village Registered Ofce Saily, Silvassa 396230, U. T. of Dadra & Nagar Haveli |
|
| Other Loca�ons Plot I, 40 To 45, 116 To 118, Dewan I. Industrial Estate,Village Mahim, Taluka Palghar-401404, Maharashtra II Survey no.174/2, Village Naroli, Silvassa, U.T of Dadra & Nagar Haveli. |
|
| Corporate Ofce th : 9 Floor, Trade world, “B” Wing, Kamala Mills Compound, Senapa� (Correspondence Bapat Marg, Lower Parel, Address) Mumbai – 400 013 |
|
| Telephone No : 022 – 61637000/7001 |
|
| Fax No : 022 – 24937725 |
|
| E-mail id : [email protected] |
|
| Website : h�ps:/ |
/www.aymsyntex.com |
| Compliance Ofcer and Secretary : Mr. Ashitosh Sheth |
11. OTHER DISCLOSURES
- i. Related party transac�ons:
During the year there is no materially significant related party transac�ons i.e. transac�ons of the Company of material nature, with its promoters, the directors or the management, their subsidiaries or rela�ves etc. that may have poten�al conflict with the interests of the Company at large. The Company’s policy on dealing with Related Party Transac�ons as required under Regula�on 23 of the SEBI Regula�ons, 2015 is hosted on the Company’s website and a web link thereto is as under:
h�ps://www.aymsyntex.com/investors/corporate-governance/policies-code-compliances
-
ii. No penal�es, strictures were imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any ma�er related to capital markets, during the last three years.
-
iv. Credit Ra�ng
-
During the year, your Company’s long term credit ra�ng and short-term credit ra�ng has been affirmed by India Ra�ng and Research Private Limited - IND A for long term and short term loans with nega�ve Outlook and IND A 1 for non-fund based working capital facili�es.
CARE ra�ng has changed Ra�ng to A Nega�ve from A for long term loans and to A Two Plus from A One Plus for short term loans (fund based and non-fund based working capital facili�es) with ‘Stable’ Outlook.
Kindly note that while the credit ra�ng has been revised as the consequences of lockdown and temporary shutdown of manufacturing facili�es due to COVID-19 pandemic in first half of the year, however the second half of the year reflects faster than an�cipated recovery in demand resul�ng in sustained improvement in the Company’s business and financial profile.
-
v. A cer�ficate from a company secretary in prac�ce that none of the directors on the board of the company have been debarred or disqualified from being appointed or con�nuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.
-
vi. Total fees paid to Statutory Auditors of the Company The total amount of fees paid to the Statutory Auditors of the Company during the financial year 2020-21 is stated in Notes to financial statements, which forms part of this Annual Report.
12. DETAILS OF COMPLIANCE OF THE MANDATORY AND NON-MANDATORY CLAUSES OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
-
i. The Company has complied with mandatory requirements as men�oned under Regula�ons 17 to 27 of SEBI (LODR) Regula�ons, 2015 and has adopted the following discre�onary requirements on Corporate Governance as recommended hereunder:
-
The Company has separate individuals occupying the posi�on of Chairman and that of Managing Director and CEO;
-
The Internal Auditor reports directly to the Audit
-
Commi�ee.
-
-
ii. Web link where policy for determining material subsidiaries is disclosed
- The Company does not have subsidiary company.
-
iii. Web link where policy on dealing with related party transac�ons: h�ps://www.aymsyntex.com/investors/corporate-governance/policies-code-compliances
-
iii. Whistle Blower Policy and Vigil Mechanism The Company has a Whistle Blower Policy and Vigil Mechanism for its directors and employees and no personnel have been denied access to the Audit Commi�ee. A copy of policy is displayed on the website of the Company at :
h�ps://www.aymsyntex.com/investors/corporate-governance/policies-code-compliances
Statutory Reports Corporate Governance Report
BOARD’S REPORT
13. CODE OF CONDUCT The Company has established a Code of Conduct for its Board members and its Senior Management Personnel. The Code of Conduct for the Board members and Senior Management Personnel is available on the Company’s website at: h�ps://www.aymsyntex.com/investors/corporate-governance/policies-code-compliances
All the Board members and Senior Management Personnel have complied with the Code of Conduct.
14. C O M P L I A N C E C E R T I F I C AT E F R O M AU D I TO R S REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE SHALL BE ANNEXED WITH THE DIRECTORS’ REPORT.
15. DISCLOSURE OF SHARES HELD IN SUSPENSE ACCOUNT UNDER CLAUSE F OF SCHEDULE V TO THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:
| REGULATIONS, 2015: | ||
|---|---|---|
| Par�culars | No of | No of |
| Holders | Shares | |
| Aggregate number of shareholders and | 132 | 6736 |
| the outstanding shares in the suspense | ||
| account lying at the beginning of the year | ||
| Number of shareholders who approached | - | - |
| issuer for transfer of shares from suspense | ||
| account during the year | ||
| Number of shareholders to whom shares | - | - |
| were transferred from suspense account | ||
| during the year | ||
| Aggregate number of shareholders and | 132 | 6736 |
| the outstanding shares in the suspense | ||
| account lying at the end of the year |
The vo�ng rights on these shares shall remain frozen un�l the shares have been claimed by and transferred to the righ�ul owner.
On behalf of Board of Directors sd/Place:Mumbai Abhishek Mandawewala Date:15/05/2021 Managing Director & CEO
Emerging Stronger Together | Resurgence through resilience and responsibility
6302
BOARD’S REPORT
INDEPENDENT AUDITORS’ CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To the Members of AYM Syntex Limited
st
We have examined the compliance of condi�ons of Corporate Governance by AYM Syntex Limited, for the year ended 31 March, 2021 as s�pulated in Regula�ons 17, 17A, 18, 19, 20, 21, 22,23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regula�on (2) of regula�on 46 and para C , D and E of Schedule V of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (collec�vely referred to as "SEBI Lis�ng Regula�ons, 2015).
The compliance of condi�ons of Corporate Governance is the responsibility of the Company's management. Our examina�on was carried out in accordance with the Guidance Note on Reports or Cer�ficates for Special Purpose, issued by the Ins�tute of Chartered Accountants of India and was limited to procedures and implementa�on thereof, adopted by the Company for ensuring the compliance of the condi�ons of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our informa�on and according to the explana�ons given to us, We cer�fy that the Company has complied with the condi�ons of Corporate Governance as s�pulated in the SEBI Lis�ng Regula�ons, 2015.
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effec�veness with which the management has conducted the affairs of the Company.
For Price Waterhouse Chartered Accountants LLP Firm Registra�on Number: 012754N/N500016
Pankaj Khandelia
Partner Membership Number: 102022 UDIN: 21102022AAAABF8931
Place: Mumbai Date:15/05/2021
Corporate Governance Report
Statutory Reports
INDEPENDENT AUDITORS’ REPORT
To the Members of
AYM Syntex Limited
Report on Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of AYM Syntex Limited (“the Company”), which comprise the Balance sheet as at March 31, 2021, the statement of Profit and Loss (including Other Comprehensive Income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accoun�ng policies and other explanatory informa�on.
In our opinion and to the best of our informa�on and according to the explana�ons given to us, the aforesaid financial statements give the informa�on required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accoun�ng principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, and total comprehensive income (comprising profit and other comprehensive income), changes in equity and its cash flows for the year ended on that date.
Basis for opinion
We conducted our audit in accordance with the Standards on Audi�ng (SAs) specified under sec�on 143(10) of the Act. Our responsibili�es under those Standards are further described in the Auditor’s Responsibili�es for the Audit of the Financial Statements sec�on of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Ins�tute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibili�es in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Ma�er
We draw your a�en�on to Note 49 to the financial statements which describes the management’s assessment of the impact of the outbreak of Coronavirus (COVID-19) pandemic on the assets and liabili�es of the Company as at March 31, 2021. In the view of the management, such an assessment is a con�nuous process given the uncertainty associated with the nature and dura�on of any disrup�ons arising from the pandemic. Our opinion is not modified in respect of this ma�er.
Key audit ma�ers
Key audit ma�ers are those ma�ers that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These ma�ers were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these ma�ers.
| thereon, and we do not provide a separate opinion on these ma�ers. | ||
|---|---|---|
| Key Audit Ma�er | How Our Audit Addressed The Key Audit Ma�er | |
| Assessment of realisability of Minimum Alternate Tax (‘MAT’) credit | To | evaluate the realisability of MAT Credit en�tlement, our |
| en�tlement(Refer note 7 and 34 of the fnancial statements) | procedures included the following: | |
| Minimum Alternate Tax (‘MAT’) credit en�tlement of`5,075.77 lakhs is carried | • | Understanding and evalua�ng the design and tes�ng the |
| forward from March 31, 2020 and`398.06 lakhs is recognized as an asset by | opera�ng efec�veness of the Company’s controls over | |
| credi�ng the Statement of Proft and Loss for the year ended March 31, 2021 and | prepara�on of forecasts. | |
| this balance classifed under Deferred Tax Assets (net) in the balance sheet. | • | Assessing the historical accuracy of the Company’s Board |
| En�tlement of MAT credit is recognised to the extent there is convincing | approved forecasts by comparing the forecast approved in the | |
| evidence that the Company will be able to u�lise the said credit against normal | previous year with the actual performance in the current year. | |
| tax payable during the period of f�een years succeeding the year of fling of return of Income tax. |
• | Tes�ng the mathema�cal accuracy of the underlying calcula�ons and comparing the forecasts with the budgets |
| We considered the realisability of MAT credit en�tlement to be a key audit | approved by the Board of Directors. | |
| ma�er as the amount is material to the fnancial statements and there is signifcant management judgement involved while applying various assump�ons in prepara�on of forecasts which mainly include future business growth rates and taxable profts. |
• | Assessing the reasonableness of assump�ons used in the prepara�on of forecasts with external and internal factors including business and industry growth rates, and impact of COVID-19 and Company’s past performance. |
- Applying sensi�vity to the forecasts to assess whether the MAT credit carried as an asset would be u�lised within the specified �me period of fi�een years as stated earlier.
Based on the above procedures, we did not find any material excep�on to the Company’s judgement in prepara�on of forecasts of future taxable profits for the assessment of realisability of the MAT credit en�tlement.
Emerging Stronger Together | Resurgence through resilience and responsibility
02658
INDEPENDENT AUDITORS’ REPORT
| INDEPENDENT AUDITORS’ REPORT | |
|---|---|
| Key Audit Ma�er | How Our Audit Addressed The Key Audit Ma�er |
| Assessment of indica�on of impairment and the recoverable amount (RA) of | Our audit procedures related to tes�ng impairment of the carrying |
| net carrying value of assets(Refer note 2 (e) of the fnancial statements) | amount of net assets included the following: |
| The carrying amount of the en�ty’s net assets exceeded the en�ty’s market | • Understanding and evalua�ng the design and tes�ng the |
| capitalisa�on requiring the Company’s management to assess whether there | opera�ng efec�veness of controls for iden�fca�on and |
| is any indica�on of impairment to the net assets having carrying value of | assessment of any poten�al impairment, including determining |
| `51,545.46 lakhs as at March 31, 2021. | the carrying amount and RA of the net assets. |
| Based on such indica�ons, an impairment tes�ng was performed by the | • Assessing the historical accuracy of the Company’s Board |
| Company’s management in accordance with the requirements of Ind AS 36, | approved forecasts by comparing the forecast approved in the |
| Impairment of Assets. Management calculated the value in use of the assets | previous year with the actual performance in the current year. |
| applying the discounted cash fow method. | • Using auditor’s expert for tes�ng appropriateness of the key |
| This is a key audit ma�er, because of the signifcance of the carrying value of the | assump�ons like discount rate, terminal growth rate, method |
| assets of the Company and the es�ma�on uncertainty in assump�ons used for | and model used for determining RA and mathema�cal accuracy |
| calcula�ng the RA of the net assets such as future sales, discount rate, cost of | of the calcula�on. |
| materials and rate of growth over the es�ma�on period. | • Evalua�ng reasonableness of other key assump�ons used in |
| future cash fow projec�ons such as future sales, Cost of | |
| materials, impact of COVID-19 and rate of growth over the | |
| es�ma�on period. | |
| • Performing sensi�vity analysis over key assump�ons to | |
| corroborate that RA is within a reasonable range. | |
| • Assessing the appropriateness of the related presenta�on and | |
| disclosures in the fnancial statements. | |
| Based on the above procedures performed, we did not note any | |
| material excep�ons in the management’s assessment of the RA of | |
| the net carrying value of assets. |
Other Informa�on
The Company’s Board of Directors is responsible for the other informa�on. The other informa�on comprises of Director’s report, Management discussion and analysis, Corporate Governance Report and Secretarial Audit report but does not include the financial statements and our auditor’s report thereon, which we obtained prior to the date of this auditor’s report, and the Managing Director & CEO’s le�er to shareholders, which is expected to be made available to us a�er that date.
Our opinion on the financial statements does not cover the other informa�on and we do not express any form of assurance conclusion thereon.
In connec�on with our audit of the financial statements, our responsibility is to read the other informa�on and, in doing so, consider whether the other informa�on is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed on the other informa�on that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other informa�on, we are required to report that fact. We have nothing to report in this regard.
When we read the Managing Director & CEO’s le�er to shareholders, if we conclude that there is a material misstatement therein, we are required to communicate the ma�er to those charged with governance and take appropriate ac�on as applicable under the relevant laws and regula�ons.
Responsibili�es of management and those charged with governance for the financial statements
The Company’s Board of Directors is responsible for the ma�ers stated in sec�on 134(5) of the Act with respect to the prepara�on of these financial statements that give a true and fair view of the financial posi�on, financial performance, changes in equity and cash flows of the Company in accordance with the accoun�ng principles generally accepted in India, including the Accoun�ng Standards specified under sec�on 133 of the Act. This responsibility also includes maintenance of adequate accoun�ng records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preven�ng and detec�ng frauds and other irregulari�es; selec�on and applica�on of appropriate accoun�ng policies; making judgments and es�mates that are reasonable and prudent; and design, implementa�on and maintenance of adequate internal financial controls, that were opera�ng effec�vely for ensuring the accuracy and completeness of the accoun�ng records, relevant to the prepara�on and presenta�on of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to con�nue as a going concern, disclosing, as applicable, ma�ers related to going concern and using the going concern basis of accoun�ng unless management either intends to liquidate the Company or to cease opera�ons, or has no realis�c alterna�ve but to do so. Those Board of Directors are also responsible for overseeing the Company’s financial repor�ng process.
Auditor’s Report
Financial Reports
INDEPENDENT AUDITORS’ REPORT
Auditor’s responsibili�es for the audit of the financial statements
Our objec�ves are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scep�cism throughout the audit. We also:
-
Iden�fy and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detec�ng a material misstatement resul�ng from fraud is higher than for one resul�ng from error, as fraud may involve collusion, forgery, inten�onal omissions, misrepresenta�ons, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Sec�on 143(3)(If the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the opera�ng
-
Evaluate the appropriateness of accoun�ng policies used and the reasonableness of accoun�ng es�mates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accoun�ng and, based on the audit evidence obtained, whether a material uncertainty exists related to events or condi�ons that may cast significant doubt on the Company’s ability to con�nue as a going concern. If we conclude that a material uncertainty exists, we are required to draw a�en�on in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or condi�ons may cause the Company to cease to con�nue as a going concern.
-
Evaluate the overall presenta�on, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transac�ons and events in a manner that achieves fair presenta�on.
We communicate with those charged with governance regarding, among other ma�ers, the planned scope and �ming of the audit and significant audit findings, including any significant deficiencies in internal control that we iden�fy during our audit.
-
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all rela�onships and other ma�ers that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
-
From the ma�ers communicated with those charged with governance, we determine those ma�ers that were of most significance in the audit of the financial statements of the current period and are therefore the key audit ma�ers. We describe these ma�ers in our auditor’s report unless law or regula�on precludes public disclosure about the ma�er or when, in extremely rare circumstances, we determine that a ma�er should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communica�on.
Report on other legal and regulatory requirements
As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of subsec�on (11) of sec�on 143 of the Act, we give in the Annexure B statement on the ma�ers specified in paragraphs 3 and 4 of the Order, to the extent applicable.
As required by Sec�on 143(3) of the Act, we report that:
-
(a) We have sought and obtained all the informa�on and explana�ons which to the best of our knowledge and belief were necessary for the purposes of our audit.
-
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examina�on of those books.
-
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and Cash Flow Statement dealt with by this Report are in agreement with the books of account.
-
(d) In our opinion, the aforesaid financial statements comply with the Accoun�ng Standards specified under Sec�on 133 of the Act.
-
(e) On the basis of the wri�en representa�ons received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Sec�on 164 (2) of the Act.
-
(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the opera�ng effec�veness of such controls, refer to our separate Report in “Annexure A”.
Emerging Stronger Together | Resurgence through resilience and responsibility
02678
INDEPENDENT AUDITORS’ REPORT
-
(g) With respect to the other ma�ers to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our informa�on and according to the explana�ons given to us:
-
i. The Company has disclosed the impact of pending li�ga�ons on its financial posi�on in its financial
-
ii. The Company has long-term contracts as at March 31, 2021 for which there were no material foreseeable losses. The Company did not have any long term deriva�ve contracts as at March 31, 2021.
-
iii. There were no amounts which were required to be transferred to the Investor Educa�on and Protec�on Fund by the Company during the year ended March 31, 2021.
-
iv. The repor�ng on disclosures rela�ng to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2021.
The Company has paid/provided for managerial remunera�on in accordance with the requisite approvals mandated by the provisions of Sec�on 197 read with Schedule V to the Act.
For Price Waterhouse Chartered Accountants LLP Firm Registra�on No.: 012754N/N500016
Pankaj Khandelia
Partner Membership No.: 102022 UDIN: 21102022AAAABG3811
Place: Mumbai Date: May 15, 2021
Financial Reports Auditor’s Report
INDEPENDENT AUDITORS’ REPORT
ANNEXURE A
to Independent Auditors’ Report
Referred to in paragraph 18(f) of the Independent Auditors’ Report of even date to the members of AYM Syntex Limited on the financial statements for the year ended March 31, 2021
Report on the Internal Financial Controls with reference to financial statements under Clause (i) of Sub-sec�on 3 of Sec�on 143 of the Act
- We have audited the internal financial controls with reference to financial statements of AYM Syntex Limited (“the Company”) as of March 31, 2021 in conjunc�on with our audit of the financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
- The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial repor�ng criteria established by the Company considering the essen�al components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Repor�ng issued by the Ins�tute of Chartered Accountants of India (ICAI). These responsibili�es include the design, implementa�on and maintenance of adequate internal financial controls that were opera�ng effec�vely for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the preven�on and detec�on of frauds and errors, the accuracy and completeness of the accoun�ng records, and the �mely prepara�on of reliable financial informa�on, as required under the Act.
Auditors’ Responsibility
-
Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Repor�ng (the “Guidance Note”) and the Standards on Audi�ng deemed to be prescribed under sec�on 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effec�vely in all material respects.
-
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their opera�ng effec�veness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and tes�ng and evalua�ng the design and opera�ng effec�veness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
-
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system with reference to
Meaning of Internal Financial Controls with reference to financial statements
- A company’s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial repor�ng and the prepara�on of financial statements for external purposes in accordance with generally accepted accoun�ng principles. A company’s internal financial controls with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transac�ons and disposi�ons of the assets of the company; (2) provide reasonable assurance that transac�ons are recorded as necessary to permit prepara�on of financial statements in accordance with generally accepted accoun�ng principles, and that receipts and expenditures of the company are being made only in accordance with authorisa�ons of management and directors of the company; and (3) provide reasonable assurance regarding preven�on or �mely detec�on of unauthorised acquisi�on, use, or disposi�on of the company’s assets that could have a material effect
Inherent Limita�ons of Internal Financial Controls with reference to
- Because of the inherent limita�ons of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projec�ons of any evalua�on of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control controls with reference to financial statements may become inadequate because of changes in condi�ons, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
- In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were opera�ng effec�vely as at March 31, 2021, based on the internal control over financial repor�ng criteria established by the Company considering the essen�al components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Repor�ng issued by the Ins�tute of Chartered Accountants of India. Also refer paragraph 4 of the main audit report.
For Price Waterhouse Chartered Accountants LLP Firm Registra�on No.: 012754N/N500016
Pankaj Khandelia
Partner
Place: Mumbai Membership No.: 102022 Date: May 15, 2021 UDIN: 21102022AAAABG3811
Emerging Stronger Together | Resurgence through resilience and responsibility
02698
INDEPENDENT AUDITORS’ REPORT
ANNEXURE B
to Independent Auditors’ Report
Referred to in paragraph 17 of the Independent Auditors’ Report of even date to the members of AYM Syntex Limited on the financial statements as of and for the year ended March 31, 2021
-
i. (a) The Company is maintaining proper records showing full par�culars, including quan�ta�ve details and situa�on, of fixed assets.
-
(b) The fixed assets of the Company have been physically verified by the Management during the year and no material discrepancies have been no�ced on such verifica�on. In our opinion, the frequency of verifica�on is reasonable.
-
(c) The �tle deeds of immovable proper�es as disclosed in Note 3(a) on Property Plant and Equipment and Note 3(b) on Right of use Assets to the financial statements, are held in the name of the Company, except for the following immovable proper�es whose �tle deeds are not held in the Company’s name:
| Nature of Number immovable of property cases |
Amount as at March 31, Remarks 2021 (`in Lakhs) Gross Net block block |
|---|---|
| Freehold land 1 |
4.63 4.63 Title is not transferred in the name of the Company |
| Residen�al Flats 6 |
14.85 9.48 Documents of �tle deeds not available with the Company |
-
ii. The physical verifica�on of inventory excluding stocks with third par�es have been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third par�es, these have substan�ally been confirmed by them. The discrepancies no�ced on physical verifica�on of inventory as compared to book records were not material.
-
iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other par�es covered in the register maintained under Sec�on 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.
-
iv. The Company has not granted any loans or made any investments or, provided any guarantees or security to the par�es covered under Sec�on 185 and 186. Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the Company.
-
v. The Company has not accepted any deposits from the public within the meaning of Sec�ons 73, 74, 75 and 76 of the Act and the Rules
-
vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Sec�on 148(1) of the Act in respect of its products.
-
We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examina�on of the records with a view to determine whether they are accurate or complete.
-
vii. (a) According to the informa�on and explana�ons given to us and the records of the Company examined by us, in our opinion, the Company is regular in deposi�ng undisputed statutory dues
including goods and service tax, provident fund, income tax, sales tax, service tax, duty of customs, employees’ state insurance, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authori�es. Also refer note 38 to the financial statements regarding management’s assessment on certain ma�ers rela�ng to provident fund.
- (b) According to the informa�on and explana�ons given to us and the records of the Company examined by us, there are no dues of sales-tax, value added tax, duty of excise and goods and service tax which have not been deposited on account of any dispute. The par�culars of dues of income tax, service tax and duty of customs as at March 31, 2021, which have not been deposited on account of a dispute, are as follows:
| Name of the statute |
Nature of dues |
Amount (`in Lakhs)* |
Period to which the amount relates |
Forum where the dispute is pending |
|---|---|---|---|---|
| The Income tax Act, 1961 |
Income tax |
5.33 |
Assessment Years 2013-14 and 2014-15 |
Commissioner of Income Tax (Appeals), Mumbai |
| The Finance Act, 1994 |
Service Tax |
1.95 |
Financial Years 2005-06 and 2006-07 |
Central Excise and Service Tax Appellate Tribunal, Ahmedabad |
| 111.92 | Financial Year 2006-07 |
Commissioner CGST & CE, Vapi |
||
| 213.37 | Financial Years 2007-08 to 2012-13 |
Commissioner CGST & CE, Vapi |
||
| 95.27 | Financial Years 2013-14 and 2014-15 |
Commissioner CGST & CE, Vapi |
||
| 461.40 | Financial Year 2014-15 |
Central Excise and Service Tax Appellate Tribunal, Ahmedabad |
||
| 62.10 | Financial Year 2015-16 |
Central Excise and Service Tax Appellate Tribunal,Ahmedabad |
||
| 15.02 | Financial Years 2015-16 to 2017-18 |
Commissioner (Appeal), CGST & CE, Surat |
||
| Name of the statute |
Nature of dues |
Amount (`in Lakhs)* |
Period to which the amount relates |
Forum where the dispute is pending |
| The Customs Act, 1962 |
Duty of Customs |
25.00 | Financial Year 2013-14 |
Commissioner of Customs (Appeals), Mumbai |
| 64.26 | Financial Year 2014-15 |
Commissioner of Customs (Appeal), Raigad |
- Net of amount paid under protest
Auditor’s Report
Financial Reports
INDEPENDENT AUDITORS’ REPORT
-
viii. According to the records of the Company examined by us and the informa�on and explana�on given to us, the Company has not defaulted in repayment of loans or borrowings to any financial ins�tu�on or bank or Government. As the Company has not issued any debentures as at Balance Sheet date, the provisions of Clause 3(viii) of the Order, to that extent, are not applicable to the Company.
-
Further, in view of the extension of �me granted vide Reserve Bank of India no�fica�ons RBI/2019-20/186 dated March 27, 2020 and RBI/2019-20/244 dated May 23, 2020 for the payment of interest and principal for term loans falling due between March 1, 2020 and August 31, 2020, the Company has availed the moratorium for payment of the aforesaid dues on term loans outstanding to Central Bank of India, Karur Vysya Bank, Industrial Development Bank of India and Bank of Baroda in terms of the aforesaid no�fica�ons of the Reserve Bank of India (Refer note 18).
-
ix. In our opinion, and according to the informa�on and explana�ons given to us, the money raised by way of term loans have been applied for the purposes for which they were obtained. As the Company has not raised any moneys by way of ini�al public offer and further public offer (including debt instruments), the provisions of Clause 3(ix) of the Order, to that extent, are not applicable to the Company.
-
x. During the course of our examina�on of the books and records of the Company, carried out in accordance with the generally accepted audi�ng prac�ces in India, and according to the informa�on and explana�ons given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, no�ced or reported during the year, nor have we been informed of any such case by the Management.
-
xi. The Company has paid/ provided for managerial remunera�on in accordance with the requisite approvals mandated by the provisions of Sec�on 197 read with Schedule V to the Act. Refer
paragraph 19 of the Independent Auditor’s Report on the financial statements.
-
xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.
-
xiii. The Company has entered into transac�ons with related par�es in compliance with the provisions of Sec�ons 177 and 188 of the Act. The details of such related party transac�ons have been disclosed in the financial statements as required under Indian Accoun�ng Standard (Ind AS) 24, Related Party Disclosures specified under Sec�on 133 of the Act.
-
xiv. The Company has made a preferen�al allotment of shares during the year under review, in compliance with the requirements of Sec�on 42 of the Act. The amounts raised have been used for the purpose for which funds were raised.
-
xv. The Company has not entered into any non-cash transac�ons with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.
-
xvi. The Company is not required to be registered under Sec�on 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.
For Price Waterhouse Chartered Accountants LLP Firm Registra�on No.: 012754N/N500016
Pankaj Khandelia Partner Place: Mumbai Membership No.: 102022 Date: May 15, 2021 UDIN: 21102022AAAABG3811
Emerging Stronger Together | Resurgence through resilience and responsibility
02718
BALANCE SHEET
as at March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
| Par�culars Note No. |
Par�culars Note No. |
As at March 31, 2021 | As at March 31, 2020 43,599.16 711.56 396.20 46.17 36.38 73.51 3,589.55 616.12 49,068.65 12,889.63 11,396.79 173.21 2,090.77 50.15 58.32 5,754.49 32,413.36 81,482.01 4,997.51 29,350.73 34,348.24 16,407.34 248.51 736.11 11.29 17,403.25 6,120.19 1,132.59 17,583.09 3,833.88 311.02 333.21 416.54 29,730.52 47,133.77 81,482.01 |
|---|---|---|---|
| ASSETS | |||
| Non-Current Assets | |||
| (a) Property,plant and equipment |
3a | 41,318.14 | 43,599.16 |
| (b)Capital work-in-progress | 3a | 1,722.22 | 711.56 |
| (c) Right-of-use assets |
3b | 519.15 | 396.20 |
| (d)Intangible assets | 4 | 39.99 | 46.17 |
| (e) Financial assets |
|||
| Other fnancial assets | 5 | 99.09 | 36.38 |
| (f)Income tax assets(net) | 6 | 43.43 | 73.51 |
| (g) Deferred tax assets(net) |
7 | 3,674.34 | 3,589.55 |
| (h)Other non-current assets | 8 | 553.43 | 616.12 |
| Total Non-Current Assets | 47,969.79 | 49,068.65 | |
| Current Assets | |||
| (a)Inventories | 9 | 15,817.65 | 12,889.63 |
| (b)Financial assets | |||
| i. Trade receivables |
11 | 10,001.53 | 11,396.79 |
| ii. Cash and cash equivalents |
12 | 702.39 | 173.21 |
| iii. Bank balances other than cash and cash equivalents above | 13 | 2,379.05 | 2,090.77 |
| iv. Loans | 14 | 40.22 | 50.15 |
| v. Other fnancial assets |
15 | 51.39 | 58.32 |
| (c) Other Current Assets |
16 | 6,533.85 | 5,754.49 |
| Total Current Assets | 35,526.08 | 32,413.36 | |
| Total Asset | 83,495.87 | 81,482.01 | |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| (a)Equityshare capital | 17(a) | 5,003.53 | 4,997.51 |
| (b)Other equity | |||
| Reserves and Surplus | 17(b) | 30,762.47 | 29,350.73 |
| Total Equity | 35,766.00 | 34,348.24 | |
| Liabili�es | |||
| Non-Current Liabili�es | |||
| (a) Financial liabili�es |
|||
| i. Borrowings | 18 | 15,541.11 | 16,407.34 |
| ii. Lease Liabili�es | 3(b) | 249.70 | 248.51 |
| (b)Employee beneft obliga�ons | 19 | 853.14 | 736.11 |
| (c) Other non current liabili�es | 20 | 5.87 | 11.29 |
| Total non-current liabili�es | 16,649.82 | 17,403.25 | |
| Current liabili�es | |||
| (a) Financial liabili�es | |||
| i. Borrowings |
21 | 2,573.11 | 6,120.19 |
| ii. Trade payables | 22 | ||
| Dues to micro, small and medium enterprises | 1,185.50 | 1,132.59 | |
| Dues to creditors other than micro, small and medium enterprises | 20,427.16 | 17,583.09 | |
| iii. Other fnancial liabili�es | 23 | 5,287.18 | 3,833.88 |
| iv. Lease Liabili�es | 3(b) | 341.93 | 311.02 |
| (b) Employee beneft obliga�ons | 24 | 757.07 | 333.21 |
| (c) Other Current Liabili�es | 25 | 508.10 | 416.54 |
| Total Current Liabili�es | 31,080.05 | 29,730.52 | |
| Total Liabili�es | 47,729.87 | 47,133.77 | |
| Total Equity and Liabili�es | 83,495.87 | 81,482.01 | |
Notes forming part of the financial statements
The above Balance Sheet should be read in conjunc�on with the accompanying notes. This is the Balance Sheet referred to in our report of the even date.
For Price Waterhouse Chartered Accountants LLP
For and on behalf of the Board of Directors
Firm Registra�on No: 012754N/ N500016
Pankaj Khandelia
Partner
Membership No. 102022
Place: Mumbai Date: May 15, 2021
Rajesh Mandawewala
Chairman
DIN 00007179
Himanshu Dhaddha
Abhishek Mandawewala CEO and Managing Director DIN 00737785
Ashitosh Sheth Company Secretary
Financial Statements
Financial Reports
STATEMENT OF PROFIT AND LOSS
for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
| Par�culars Note No. |
Par�culars Note No. |
Year ended Year ended March 31, 2021 March 31, 2020 |
Year ended Year ended March 31, 2021 March 31, 2020 |
|---|---|---|---|
| INCOME | |||
| Revenue from opera�ons | 26 | 94,741.03 | 102,797.63 |
| Other income | 27 | 280.72 | 336.92 |
| Total income | 95,021.75 | 103,134.55 | |
| EXPENSES | |||
| Cost of materials consumed | 28 | 51,473.45 | 57,228.39 |
| Changes in inventories of fnished goods and goods-in-process | 29 | (1,691.78) | (707.18) |
| Employee beneft expense | 30 | 6,242.05 | 6,171.72 |
| Deprecia�on and amor�za�on expense | 31 | 4,269.74 | 4,477.66 |
| Other expenses | 32 | 29,580.67 | 30,676.87 |
| Finance costs | 33 | 3,409.13 | 3,824.32 |
| Total expenses | 93,283.26 | 101,671.78 | |
| Proft Before Excep�onal Items and Tax | 1,738.49 | 1,462.77 | |
| Excep�onal Items | 33A | - | 444.88 |
| Proft Before Tax | 1,738.49 | 1,017.89 | |
| Income Tax Expense | 34 | ||
| Current tax | 398.06 | 175.08 | |
| Deferred tax | (69.05) | (897.75) | |
| Total Tax Expense | 329.01 | (722.67) | |
| Proft for the year | 1,409.48 | 1,740.56 | |
| Other comprehensiveincome | |||
| Items that will not be reclassifed to proft or loss | |||
| Remeasurements of post employment beneft obliga�ons | 30 | (45.08) | (16.75) |
| Income tax efect on above | 34 | 15.75 | 5.85 |
| Other comprehensive income for the year, net of tax | (29.33) | (10.90) | |
| Total Comprehensive Income for the Year | 1,380.15 | 1,729.66 | |
| Earnings per share | 40 | ||
Basic(**) (Face value of**10/- each) |
2.82 | 3.61 | |
Diluted(**) (Face value of**10/- each) |
2.81 | 3.61 |
Notes forming part of the financial statements
The above statement of Profit and Loss should be read in conjunc�on with the accompanying notes This is the statement of Profit and Loss referred to in our report of the even date.
For Price Waterhouse Chartered Accountants LLP Firm Registra�on No: 012754N/ N500016
Pankaj Khandelia Partner Membership No. 102022 Place: Mumbai Date: May 15, 2021
For and on behalf of the Board of Directors
Rajesh Mandawewala Chairman DIN 00007179
Abhishek Mandawewala CEO and Managing Director DIN 00737785
Himanshu Dhaddha
Ashitosh Sheth Company Secretary
Emerging Stronger Together | Resurgence through resilience and responsibility
02738
STATEMENT OF CHANGES IN EQUITY
Statement of Changes in Equity for the year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
A EQUITY SHARE CAPITAL
| Par�culars Notes |
Amount |
|---|---|
| Balance as at April 1, 2019 Changes in equity share capital during the year 17(a) Balance as at March 31, 2020 Changes in equity share capital during the year 17(a) Balance as at March 31, 2021 |
4,558.95 438.56 4,997.51 6.02 5,003.53 |
B OTHER EQUITY
| B OTHER EQUITY |
|
|---|---|
| Par�culars Notes |
Reserves and Surplus Money Total Capital Securi�es Debenture General Share Capital Retained received Other reserve premium redemp- Reserve op�ons Redemp- earnings against Equity reserve �on outstanding �on share reserve account Reserve warrants |
| Balance as at 1 April 2019 (as originally presented) Change in accoun�ng policy Restated balance as at April 1,2019 Proft for the year Other comprehensive income Total comprehensive income for the year Transac�ons with owners in their capacity as owners Preferen�al issue of equity shares net of transac�on 17(b) Share op�ons outstanding account 17(b) Employee stock op�ons exercised 17(b) Share warrants exercised by owners 17(c) Balance as at 31 March 2020 |
2,664.93 4,168.05 - 107.06 57.76 293.36 17,604.40 809.37 25,704.93 - - - - - - (139.42) - (139.42) |
| 2,664.93 4,168.05 - 107.06 57.76 293.36 17,464.98 809.37 25,565.51 |
|
| - - - - - - 1,740.56 - 1,740.56 - - - - - - (10.90) - (10.90) |
|
| - - - - - - 1,729.66 - 1,729.66 |
|
| - 2,805.83 - - - - - -2,805.383 - 22.47 - - 59.10 - - - 81.57 - - - - (22.47) - - - (22.47) - - - - - - - (809.37) (809.37) |
|
| 2,664.93 6,996.35 - 107.06 94.39 293.36 19,194.64 - 29,350.73 |
|
| Balance as at 1 April 2020 Proft for the year Other comprehensive income Total comprehensive income for the year Transac�ons with owners in their capacity as owners Share op�ons outstanding account 17(b) Employee stock op�ons exercised 17(b) Balance as at 31 March 2021 |
2,664.93 6,996.35 - 107.06 94.39 293.36 19,194.64 - 29,350.73 - - - - - - 1,409.48 - 1,409.48 - - - - - - (29.33) - (29.33) - - - - - - 1,380.15 - 1,380.15 - 20.04 - - 31.59 - - - 51.63 - - - - (20.04) - - - (20.04) |
| 2,664.93 7,016.39 - 107.06 105.94 293.36 20,574.79 - 30,762.47 |
Notes forming part of the financial statements
The above Statement of Changes in Equity should be read in conjunc�on with the accompanying notes. This is the Statement of Changes in Equity referred to in our report of the even date.
For Price Waterhouse Chartered Accountants LLP
For and on behalf of the Board of Directors
Firm Registra�on No: 012754N/ N500016
Pankaj Khandelia Partner Membership No. 102022 Place: Mumbai Date: May 15, 2021
Rajesh Mandawewala Abhishek Mandawewala Chairman CEO and Managing Director DIN 00007179 DIN 00737785
Himanshu Dhaddha
Ashitosh Sheth Company Secretary
Financial Statements
Financial Reports
CASH FLOW STATEMENT
Statement of Changes in Equity for the year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
| Par�culars Year ended Year ended March 31, 2021 March 31, 2020 |
Par�culars Year ended Year ended March 31, 2021 March 31, 2020 |
Par�culars Year ended Year ended March 31, 2021 March 31, 2020 |
|---|---|---|
| A. CASH FLOW FROM OPERATING ACTIVITIES |
||
| Proft before tax | 1,738.49 | 1,017.89 |
| Adjustments for: | ||
| Deprecia�on and amor�sa�on expense | 4,269.74 | 4,477.66 |
| Finance costs | 3,409.13 | 3,824.32 |
| Net unrealised foreign exchange(gain)/loss(Net) | 60.74 | (84.21) |
| Lease concessions | (73.57) | - |
| Share based expense | 31.59 | 59.10 |
| Loss/ (Gain)on sale of investments(Net) | (3.25) | (7.12) |
| Loss on sale/discard ofproperty, plant and equipment(Net) | 247.19 | 65.79 |
| Interest income | (151.28) | (173.11) |
| Opera�ng proft before changes in opera�ngassets and liabili�es | 9,528.78 | 9,180.32 |
| Adjustments for changes in opera�ngassets and liabili�es: | ||
| (Increase) /decrease in inventories | (2,928.02) | (2,210.60) |
| (Increase) /decrease in trade receivables | 1,239.96 | (783.55) |
| Increase/ (decrease)in tradepayables | 2,994.18 | 1,953.24 |
| Increase/ (decrease)in other current fnancial liabili�es | 21.44 | 16.27 |
| Increase/ (decrease)in employee beneft obliga�ons | 495.81 | 80.40 |
| Increase/ (decrease)in other current liabili�es | 91.56 | 37.05 |
| Increase/ (decrease)in other non-current liabili�es | (5.42) | (5.43) |
| (Increase) /decrease in other current fnancial assets | 9.93 | 106.15 |
| (Increase) /decrease in other non-current fnancial assets | (62.71) | (16.56) |
| (Increase) /decrease in other non-current assets | 108.45 | 340.13 |
| (Increase) /decrease in other current assets | (1,120.16) | (658.22) |
| Cash Generated from Opera�ons | 10,373.80 | 8,039.20 |
| Income taxpaid | (367.98) | (122.05) |
| Net cashgenerated from opera�ng ac�vi�es | 10,005.82 | 7,917.15 |
| B. CASH FLOW FROM INVESTING ACTIVITIES |
||
| Payment forproperty, plant,equipment and intangible assets | (2,420.41) | (2,369.87) |
| Proceeds from sale ofproperty, plant and equipment | 361.64 | 17.95 |
| Realisa�on/ (investment)in fxed deposit and margin money (Net) | (288.28) | (148.65) |
| Sale/ (Purchase)of Investment(Net) | 3.25 | 1,509.11 |
| Interest received | 158.21 | 144.82 |
| Net cash used in inves�ng ac�vi�es | (2,185.59) | (846.64) |
| C. CASH FLOW FROM FINANCING ACTIVITIES |
||
| Proceeds from issue of equityshares | 6.02 | 6.89 |
| Proceeds/ (Repayments)of longterm borrowings | (829.12) | (3,181.45) |
| Proceeds/ (Repayments)of short term borrowings | (3,547.08) | (55.48) |
| Principal elements of leasepayments | (320.50) | (281.56) |
| Proceeds from Intercorporate deposit | - | 28.12 |
| Interestpaid | (2,600.37) | (3,743.75) |
| Net cash used in fnancing ac�vi�es | (7,291.05) | (7,227.23) |
| Net(decrease) / increase in Cash and Cash Equivalents | 529.18 | (156.72) |
| Cash and cash equivalents at the beginningof theyear | 173.21 | 329.93 |
| Cash and cash equivalents at the end of theyear | 702.39 | 173.21 |
| Non-cash inves�ng/ fnancing ac�vi�es | ||
| - Acquisi�on of right-of-use assets | 394.80 | 607.98 |
| - Conversion of Intercorporate deposit to Equityshares on exercise of share | ||
| warrants(Refer Note 17(a) (iv) | - | 2,428.12 |
| Reconcilia�on of cash and cash equivalents asper the cash fow statement | ||
| Cash and cash equivalents comprise of: | ||
| Cash on Hand(Refer Note 12) | 22.52 | 38.34 |
| Balance with banks in current accounts(Refer Note 12) | 679.87 | 134.87 |
| Cash and bank balances at the end of theyear | 702.39 | 173.21 |
Cash flow statement has been prepared under the indirect method as set out in the Indian Accoun�ng Standard (Ind AS) 3 "Statement of CashFlows". Previous year figures are regrouped/reconsidered wherever necessary.
This is the Cash Flow Statement referred to in our report of the even date.
For Price Waterhouse Chartered Accountants LLP
For and on behalf of the Board of Directors
Firm Registra�on No: 012754N/ N500016
Pankaj Khandelia
Partner Membership No. 102022
Place: Mumbai Date: May 15, 2021
Rajesh Mandawewala
Rajesh Mandawewala Abhishek Mandawewala Chairman CEO and Managing Director DIN 00007179 DIN 00737785
Chairman
Himanshu Dhaddha Ashitosh Sheth Chief Financial Officer Company Secretary
Emerging Stronger Together | Resurgence through resilience and responsibility
02758
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
GENERAL INFORMATION
AYM Syntex Limited (herein referred to as “AYM” or “the Company”) is public limited Company incorporated and domiciled in India. The address of its registered office is Survey No. 374/1/1, Saily, Silvassa - 396230 (U.T. of Dadra & Nagar Haveli), India. The Company is listed on the Bombay Stock Exchange (BSE) and the Na�onal Stock Exchange (NSE). Since its incep�on, it has grown manifold and today is amongst the largest manufacturers and exporters of Polyester Filament Yarn, Nylon Filament Yarn and Bulk Con�nuous Filament Yarn from India.
The financial statements were authorized for issue by the board of directors on May 15, 2021.
Note 1: Significant Accoun�ng Policies
This Note provides a list of the significant accoun�ng policies adopted in the prepara�on of these financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.
1.1 Basis of Prepara�on of Financial Statements
(i) Compliance with Ind AS
The financial statements have been prepared in accordance with the accoun�ng principles generally accepted in India and comply in all material aspects with Indian Accoun�ng Standards (IND AS) no�fied under Sec�on 133 of the Companies Act, 2013 (the Act) read with rule 3 of the Companies (Indian Accoun�ng Standards) Rules, 2015, presenta�on requirement of Division II of Schedule III of the Companies Act, 2013 and other relevant provisions of the Act.
(ii) Historical cost conven�on
The financial statements have been prepared on an accrual and going concern basis. The financial statements have been prepared on a historical cost basis, except as stated in subsequent policies for the following items:
-
Assets held for sale – Lower of cost or fair value less cost of sale
-
Share based payments – Fair value
(iii) New and amended standards adopted by the group
The Company has applied the following amendments to Ind AS for the first �me for their annual repor�ng period commencing 1 April 2020:
-
Defini�on of Material – amendments to Ind AS 1 and Ind AS 8
-
COVID-19 related concessions - amendments to Ind AS 116
The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.
1.2 Foreign currency transla�on
a) Func�onal and presenta�on currency
Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (‘the func�onal currency’). The financial statements are presented in Indian rupees (INR), which is Company’s func�onal and presenta�on currency.
b) Transac�ons and balances
Foreign currency transac�ons are translated and recorded into the func�onal currency using the exchange rates prevailing on the date of the transac�on. Foreign exchange gains and losses resul�ng from the se�lement of such transac�ons and from the transla�on of monetary assets and liabili�es denominated in foreign currencies at year end exchange rates are generally recognized in profit or loss.
Foreign exchange differences regarded as an adjustment to borrowing costs are presented in the statement of profit and loss, within finance costs. All other foreign exchange gains and losses are presented in the statement of profit and loss on a net basis within other income or other expenses, as applicable.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of ini�al transac�on.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Transla�on differences on assets and liabili�es carried at fair value are reported as part of the fair value gain or loss.
The Company has applied the exemp�on from the transi�on date i. e. April 1, 2016 in respect of accoun�ng policy followed for long term foreign currency monetary items. Accordingly foreign exchange differences, in respect of the long term foreign currency items �ll the year ended March 31, 2017, on account of depreciable assets are adjusted in the cost of depreciable assets and depreciated over the balance life of the assets.
1.3 Revenue recogni�on
- The Company derives revenues primarily from sale of manufactured goods and related services.
The Company has assessed revenue contracts and revenue is recognized upon sa�sfying specific performance obliga�ons in accordance with provisions of contract with the customer.
It recognizes revenue when control over the promised goods or services are transferred to the customer at an amount that reflects the considera�on to which the Company expects to be en�tled in exchange of those goods or services. This is generally determined when documents of �tle/goods are delivered/shipped to the customer in accordance with the agreed terms, following which the customer has full discre�on over responsibility, manner of distribu�on and price to sell the goods and bears the risks of obsolescence and loss in rela�on to the goods and there is no unfulfilled obliga�on that would affect customer’s acceptance of the product.
Financial Statements
Financial Reports
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
All the foregoing occurs at a point in �me upon shipment or delivery of the documents of �tle/product or goods.
The Company considers terms of the contract in determining the transac�on price. The price is based on the amount that reflects the considera�on the Company expects to be en�tled to in exchange for transfer of promised products or services to the customer. The Company considers freight, insurance and handling ac�vi�es as costs to fulfil the promise to transfer the related products and the customer payments for such ac�vi�es are recorded as a component of revenue.
In certain customer contracts where freight is arranged by the Company and recovered from the customers, the same is treated as a dis�nct separate performance obliga�on and revenue is recognized when such freight services are rendered. The related shipping and handling costs incurred are included in freight expenses when the Company is ac�ng as principal in the shipping and handling arrangement.
For volume discounts and pricing incen�ves/concessions offered to the customers, the Company makes es�mates and provide for based on customer performance and sales volume, which is recorded as deduc�ons from Revenue.
Revenue from sale of by-products are included in revenue. Revenue from services is recognized when the services are completed.
Revenue excludes any taxes and du�es collected on behalf of the government.
When there is uncertainty as to measurement or ul�mate collectability, revenue recogni�on is postponed un�l such uncertainty is resolved.
The Company does not have any contracts where in the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transac�on prices for the �me value of money.
A receivable is recognized when the goods are delivered and to the extent it has an uncondi�onal right to considera�on (i.e. only the passage of �me is required before the payment of considera�on is due).
Considera�on received before the Company transfer goods or services to the customer are recognized as contract liabili�es. Contract liabili�es are recognized as revenue when the Company completes its performance obliga�on under the contract.
Export Incen�ves
Export incen�ves and subsidies are recognized when there is reasonable assurance that the Company will comply with the condi�ons and the incen�ve will be received. Export benefits arising from duty drawback scheme and merchandise export incen�ve scheme are recognised on shipment for export and is included in other opera�ng income
1.4 Government grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Company will comply with all a�ached condi�ons.
Grants related to assets are government grants whose primary condi�on is that an en�ty qualifying for them should purchase, construct or otherwise acquire long-term assets. Grants related to income are government grants other than those related to assets.
Government grants rela�ng to income are deferred and recognised in the profit or loss over the period necessary to match them with the costs that they are intended to compensate on a systema�c basis and presented either under “other opera�ng income” or are deducted in repor�ng the related expense. Government grants that are receivable as compensa�on for expenses or losses already incurred are recognised in the statement of profit and loss in the period in which they become receivable. The presenta�on approach is applied consistently to all similar grants.
Government grants rela�ng to the purchase of property, plant and equipment are included in liabili�es as deferred income and are credited to profit or loss over the periods and in propor�ons in which deprecia�on expense on those assets is recognized.
1.5 Income Tax
The income tax expense or credit for the year is the tax payable on the current year’s taxable income based on the applicable income tax rate adjusted by changes in deferred income tax assets and liabili�es a�ributable to temporary differences and to unused tax losses.
a) Current income tax
Current income tax charge is based on taxable profit for the year. The tax rates and tax laws used to compute the amount are those that are enacted or substan�vely enacted, at the repor�ng date where the Company operates and generates taxable income. Management periodically evaluates posi�ons taken in tax returns with respect to situa�ons in which applicable tax regula�on is subject to interpreta�on and considers whether it is probable that a taxa�on authority will accept an uncertain tax treatment. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authori�es.
Current tax assets and liabili�es are offset when there is a legally enforceable right to set off current tax assets against current tax liabili�es and Company intends either to se�le on a net basis, or to realize the asset and se�le the liability simultaneously.
b) Deferred income tax
Deferred income tax is provided in full using the liability method on temporary differences between the tax bases of assets and liabili�es and their carrying amounts for financial repor�ng purposes at the repor�ng date. Deferred income tax assets are recognized to the extent that it is probable that future taxable income will be available against which the deduc�ble temporary differences, unused tax losses, deprecia�on carryforwards and unused tax credits could be u�lized.
Emerging Stronger Together | Resurgence through resilience and responsibility
02778
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
Deferred income tax is not accounted for if it arises from ini�al recogni�on of an asset or liability in a transac�on other than a business combina�on that at the �me of the transac�on affects neither accoun�ng profit nor taxable profit (tax loss).
Deferred tax assets and liabili�es are determined using tax rates and laws that have been enacted or substan�ally enacted by the end of the repor�ng period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is se�led.
The carrying amount of deferred income tax assets is reviewed at each repor�ng date and adjusted to reflect changes in probability that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets are recognised for all deduc�ble temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to u�lize those temporary differences and losses.
Deferred tax assets and liabili�es are off-set when there is a legally enforceable right to offset current tax assets and liabili�es and when the deferred tax balances relate to the same taxa�on authority and the Company intends to se�le its current tax assets and liabili�es on net basis.
Current and Deferred Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case the tax is also recognised in other comprehensive income or directly in equity respec�vely.
Minimum Alternate Tax (‘MAT’) credit en�tlement is recognized as a deferred tax asset by credi�ng the Statement of profit and loss only when and to the extent there is convincing evidence that MAT credit will reverse in the foreseeable future and the Company will be able to u�lize the said credit against normal tax payable during the specified period.
Dividend distribu�on tax paid on the dividends is recognised consistently with the presenta�on of the transac�on that creates the income tax consequence. Dividend distribu�on tax is charged to Statement of Profit and Loss if the dividend itself is charged to statement of profit and loss. If the dividend is recognised in equity, the presenta�on of dividend distribu�on tax is recognised in equity.
1.6 Leases
With effec�ve from April 01, 2019:
Leases are recognised as a right-of-use (ROU) asset and a corresponding liability at the date at which the leased asset is available for use by the Company for all leases except shortterm leases. Contracts may contain both lease and non-lease components. The Company allocates the considera�on in the contract to the lease and non-lease components based on their rela�ve stand-alone prices. However, for leases of real estate for which the Company is a lessee, it has elected not to separate lease and non-lease components and instead accounts for these as a single lease component.
Assets and liabili�es arising from a lease are ini�ally measured on a present value basis.
Lease liabili�es are recognized based on the net present value of the following lease payments:
-
fixed payments (including in-substance fixed payments), less any lease incen�ves receivable
-
variable lease payment that are based on an index or a rate, ini�ally measured using the index or rate as at the commencement date
-
amounts expected to be payable by the Company under residual value guarantees
-
the exercise price of a purchase op�on if the Company is reasonably certain to exercise that op�on, and
-
payments of penal�es for termina�ng the lease, if the lease term reflects the Company exercising that op�on.
-
Lease payments to be made under reasonably certain extension op�ons are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Company, the lessee’s incremental borrowing rate at the date of ini�al applica�on is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and condi�ons.
To determine the incremental borrowing rate, the Company:
-
where possible, uses recent third-party financing received by the individual lessee as a star�ng point, adjusted to reflect changes in financing condi�ons since third party financing was received
-
uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by Company, which does not have recent third party financing, and
-
makes adjustments specific to the lease, e.g. term, country, currency and security.
-
If a readily observable amor�sing loan rate is available to the individual lessee (through recent financing or market data) which has a similar payment profile to the lease, then the Company use that rate as a star�ng point to determine the incremental borrowing rate.
-
The Company is exposed to poten�al future increases in variable lease payments based on an index or rate, which are not included in the lease liability un�l they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.
-
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
The ROU assets are measured at cost comprising the following:
-
ini�al amount of lease liability
-
any lease payments made at or before the commencement date less any lease incen�ves received
Financial Statements
Financial Reports
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
-
any ini�al direct costs, and
-
restora�on costs.
-
They are subsequently measured at cost less accumulated deprecia�on. ROU assets are depreciated from the commencement date over the shorter of the asset’s useful life and the lease term on a straight-line basis. If the company is reasonably certain to exercise a purchase op�on, the right-of-use asset is depreciated over the underlying asset’s useful life.
Lease liability and ROU assets have been separately disclosed in the Balance Sheet and lease payments have been classified as financing cash flows.
Payments associated with short-term leases are recognised as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
1.7 Property, plant and equipment
Freehold land is carried at historical cost. All other items of property, plant and equipment are stated at historical cost less deprecia�on and impairment losses, if any. Historical cost includes expenditure that is directly a�ributable on making the asset ready for its intended use and relevant borrowing cost for qualifying assets and any expected cost of decommissioning.
Subsequent costs of replacement and major maintenance or repair (Overhaul costs) are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits will flow to the Company and the cost can be measured reliably. The carrying amount of any assets or component of an asset replaced is derecognized when replaced. Overhaul costs associated with major maintenance are capitalized and depreciated over their useful lives. All other repairs and maintenance are charged to profit or loss during the repor�ng period in which they are incurred.
Capital work-in-progress comprises cost of property, plant and equipment and related expenses that are not yet ready for their intended use at the repor�ng date.
Deprecia�on methods, es�mated useful lives and residual value
Freehold land is not depreciated. Leasehold improvements are amor�zed over the shorter of es�mated useful life or the related lease term, unless the en�ty expects to use the assets beyond the lease term. Deprecia�on is calculated using the straight-line method to allocate their cost, net of their residual values, over their es�mated useful lives as follows:
| Assets | Useful life |
|---|---|
| Ofce Equipment Furniture and fxtures |
05 years 10 years |
| Computer | 03 years |
| Vehicles Plant and machinery* |
08 years 15 to 25 years |
| Electrical installa�on | 10 years |
| Factory Building | 30 years |
| Residen�al and other Buildings | 60years |
The useful lives have been determined based on Schedule II of the Companies Act, 2013. The residual values are not more than 5% of the original cost of the asset. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each repor�ng period. Each component of an item of property, plant and equipment with a cost that is significant in rela�on to the total cost of that item is depreciated separately, if its useful life differs from that of other components of the asset.
Es�mated useful lives, residual values and deprecia�on methods are reviewed annually, taking into account commercial and technological obsolescence as well as normal wear and tear and adjusted prospec�vely, if appropriate.
As asset’s carrying amount is wri�en down immediately to its recoverable amount upon disposal or when no future economic benefits are expected to arise from con�nued use of asset. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss within other expenses or other income, as applicable.
1.8 Intangible assets
-
a) Intangible assets with finite useful lives:
-
Intangible assets with finite useful lives acquired by the Company are measured at cost less accumulated amor�za�on and accumulated impairment losses. Amor�za�on is charged on a straight-line basis over the es�mated useful lives. The es�mated useful life and amor�za�on method are reviewed at the end of each annual repor�ng period, with the effect of any changes in the es�mate being accounted for on a prospec�ve basis.
-
b) Research and Development
Research expenditure and development expenditure that do not meet the criteria in Note 1.8(a) above are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in subsequent period.
- c) Amor�za�on methods and periods
Intangible assets comprise of computer so�ware and licenses which are amor�zed on a straight-line basis over the expected useful life over a period of five years.
1.9 Impairment of non-financial assets
Intangible assets that have an indefinite useful life are not subject to amor�za�on and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use.
*Extra shi� deprecia�on is provided.
Emerging Stronger Together | Resurgence through resilience and responsibility
02798
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately iden�fiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-genera�ng units). Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at the end of each repor�ng period.
An impairment loss or a reversal of an impairment loss is immediately recognized in the statement of profit and loss.
1.10 Non-current assets held for sale
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transac�on rather than through con�nuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell.
An impairment loss is recognised for any ini�al or subsequent write-down of the assets to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less cost to sell of an assets, but not in excess of any cumula�ve impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the noncurrent assets is recognised at the date of de-recogni�on.
Non-current assets are not depreciated or amor�zed while they are classified as held for sale.
1.11 Inventories
Raw materials and stores, goods-in-process and finished goods
Raw materials, stores, goods-in-process and finished goods are stated at the lower of cost and net realizable value. Cost of raw materials comprises cost of purchases. Cost of work-in progress and finished goods comprises direct materials, direct labor and an appropriate propor�on of variable and fixed overhead expenditure, the la�er being allocated based on normal opera�ng capacity. Cost of inventories also include all other costs incurred in bringing the inventories to their present loca�on and condi�on. Costs are assigned to individual items of inventory on moving weighted average basis. Costs of purchased inventory are determined a�er deduc�ng rebates and discounts. Net realizable value is the es�mated selling price in the ordinary course of business less the es�mated costs of comple�on and the es�mated costs necessary to make the sale.
-
Those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss), and
-
Those measured at amor�zed cost.
The classifica�on depends on the en�ty’s business model for managing the financial assets and the contractual
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income.
For investments in debt instruments, recogni�on will depend on the business model in which the investment is held.
For investments in equity instruments, recogni�on will depend on whether the Company has made an irrevocable elec�on at the �me of ini�al recogni�on to account for the equity investment at fair value through other comprehensive income.
The Company reclassifies debt investments when and only when its business model for managing those assets changes.
b) Recogni�on
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the company commits to purchase or sale the financial asset.
c) Measurement
At ini�al recogni�on, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transac�on costs that are directly a�ributable to the acquisi�on of the financial asset. Transac�on costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.
(i) Debt instruments:
Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset and the cash flow characteris�cs of the asset. There are three measurement categories into which the Company classifies its debt instruments:
• Amor�zed cost:
1.12 Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one en�ty and a financial liability or equity instrument of another en�ty.
Investments and Other Financial Assets
a) Classifica�on
The Company classifies its financial assets in the following measurement categories:
Assets that are held for collec�on of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amor�zed cost. Interest income from these financial assets is included in finance income using the effec�ve interest rate method. Any gain or loss arising on derecogni�on is recognised directly in profit or loss and presented in other gains/(losses). Impairment losses are presented as separate line item in the statement of profit and loss.
Financial Statements
Financial Reports
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
- Fair value through other comprehensive income (FVOCI):
Assets that are held for collec�on of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income (FVOCI).
Movements in the carrying amount are taken through OCI, except for the recogni�on of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in profit and loss. When the financial asset is derecognized, the cumula�ve gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in other expenses or other incomes, as applicable. Interest income from these financial assets is included in other income using the effec�ve interest rate method. Foreign Exchange gains and losses are presented in other gains and losses and impairment expenses in other expenses.
- Fair value through profit or loss:
Assets that do not meet the criteria for amor�zed cost or FVOCI are measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss and is not part of a hedging rela�onship is recognised in profit or loss and presented net in the statement of profit and loss within other expenses or other incomes, as applicable in the period in which it arises. Interest income from these financial assets is included in other income.
(ii) Equity instruments:
The Company measures all equity investments at fair value. Where the Company’s management has elected to present fair value gains and losses on equity investments in other comprehensive income, there will be no subsequent reclassifica�on of fair value gains and losses to profit or loss. Dividends from such investments are recognised in profit or loss as other income when the Company’s right to receive payments is established.
Changes in the fair value of financial assets at fair value through profit or loss are recognised in the statement of profit and loss. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.
d) Impairment of financial assets
impairment methodology applied depends on whether there has been a significant increase in credit risk. Note 37 details how the Company determines whether there has been a significant increase in credit risk.
For trade receivables only, the Company applies the simplified approach permi�ed by Ind AS 109 Financial Instruments, which requires expected life�me losses to be recognised from ini�al recogni�on of the receivables.
e) Derecogni�on of financial assets Revenue recogni�on
-
A financial asset is derecognized only when
-
The Company has transferred the rights to receive
-
Retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obliga�on to pay the cash flows to one or more recipients.
-
Where the en�ty has transferred an asset, the Company evaluates whether it has transferred substan�ally all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognized. Where the en�ty has not transferred substan�ally all risks and rewards of ownership of the financial asset, the financial asset is not derecognized.
Where the en�ty has neither transferred a financial asset nor retains substan�ally all risks and rewards of ownership of the financial asset, the financial asset is derecognized if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is con�nued to be recognised to the extent of con�nuing involvement in the financial asset.
f) Income recogni�on
(i) Interest income
Interest income from financial assets at fair value through profit or loss is disclosed as interest income within other income. Interest income on financial assets at amor�zed cost and financial assets at FVOCI is calculated using the effec�ve interest method is recognised in the statement of profit and loss as part of other income.
Interest income is calculated by applying the effec�ve interest rate to the gross carrying amount of a financial asset except for financial assets that subsequently become credit-impaired. For creditimpaired financial assets the effec�ve interest rate is applied to the net carrying amount of the financial asset (a�er deduc�on of the loss allowance).
The Company assesses on a forward-looking basis the expected credit loss associated with its assets carried at amor�zed cost and FVOCI debt instruments. The
Emerging Stronger Together | Resurgence through resilience and responsibility
02818
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
(ii) Dividends
Dividends are received from financial assets at fair value through profit or loss and at FVOCI. Dividends are recognised as other income in profit or loss when the right to receive payment is established. This applies even if they are paid out of pre-acquisi�on profits, unless the dividend clearly represents a recovery of part of the cost of the investment.
g) Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturi�es of three months or less that are readily conver�ble to known amounts of cash and which are subject to an insignificant risk of changes in value.
For the purpose of statement of cash flows, cash and cash equivalents includes outstanding bank overdra�, if any, shown within borrowings in statement of financial posi�on and which are considered as integral part of Company’s cash management policy.
h) Trade receivable
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. Trade receivables are recognised ini�ally at the amount of considera�on that is uncondi�onal unless they contain significant financing components or pricing adjustment embedded in the contract, when they are recognised at fair value.
Financial liabili�es
a) Measurement:
Financial liabili�es are ini�ally recognised at fair value, reduced by transac�on costs (in case of financial liability not at fair value through profit or loss), that are directly a�ributable to the issue of financial liability. A�er ini�al recogni�on, financial liabili�es are measured at amor�zed cost using effec�ve interest method. The effec�ve interest rate is the rate that exactly discounts es�mated future cash ou�low (including all fees paid, transac�on cost, and other premiums or discounts) through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on ini�al recogni�on. At the �me of ini�al recogni�on, there is no financial liability irrevocably designated as measured at fair value through profit or loss. Liabili�es from finance lease agreements are measured at the lower of fair value of the leased asset or present value of minimum lease payments.
b) Derecogni�on:
A financial liability is derecognized when the obliga�on under the liability is discharged or cancelled or expires. When an exis�ng financial liability is replaced by another from the same lender on substan�ally different terms, or
the terms of an exis�ng liability are substan�ally modified, such an exchange or modifica�on is treated as the derecogni�on of the original liability and the recogni�on of a new liability. The difference in the respec�ve carrying amounts is recognised in the statement of profit or loss.
c) Borrowings:
Borrowings are ini�ally recognised at fair value, net of transac�on costs incurred. Borrowings are subsequently measured at amor�zed cost. Any difference between the proceeds (net of transac�on costs) and the redemp�on amount is recognised in profit or loss over the period of the borrowings using the effec�ve interest method. Fees paid on the establishment of loan facili�es are recognised as transac�on costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred un�l the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity services and amor�zed over the period of the facility to which it relates.
Borrowings are removed from the balance sheet when the obliga�on specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been ex�nguished or transferred to another party and the considera�on paid, including any non-cash assets transferred or liabili�es assumed, is recognised in Statement of profit and loss.
Where the terms of a financial liability are renego�ated and the en�ty issues equity instruments to a creditor to ex�nguish all or part of the liability (debt for equity swap), a gain or loss is recognised in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued.
Borrowings are classified as current liabili�es unless the Company has uncondi�onal right to defer se�lement of the liability for at least 12 months a�er the repor�ng period. Where there is a breach of a material provision of a long-term arrangement on or before the end of the repor�ng period with the effect that the liability becomes payable on demand on the repor�ng date, the en�ty does not classify the liability as current, if the lender agreed, a�er the repor�ng period and before the approval of the financial statements for issue, not to demand payment as consequence of the breach.
d) Trade and other payables:
These amounts represent liabili�es for goods and services provided to the group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days recogni�on. Trade and other payables are presented as current liabili�es unless payment is not due within 12 months a�er the repor�ng
Financial Statements
Financial Reports
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
period. They are recognised ini�ally at their fair value and subsequently measured at amor�zed cost using the
e) Deriva�ves and hedging ac�vi�es
In order to hedge its exposure to foreign exchange, interest rate, and commodity price risks, the Company enters into forward, op�on, swap contracts and other deriva�ve financial instruments. The Company does not hold deriva�ve financial instruments for specula�ve purposes.
Deriva�ves are ini�ally recognised at fair value on the date a deriva�ve contract is entered into and are subsequently re-measured to their fair value at the end of each repor�ng period.
f) Deriva�ves that are not designated as hedges
The Company enters into deriva�ve contracts to hedge risks which are not designated as hedges. Such contracts are accounted for at fair value through profit or loss.
g) Embedded Deriva�ves
Deriva�ves embedded in a host contract that is an asset within the scope of Ind AS 109 are not separated. Financial assets with embedded deriva�ves are considered in their en�rety when determining whether their cash flows are solely payment of principal and interest.
Deriva�ves embedded in all other host contract are separated only if the economic characteris�cs and risks of the embedded deriva�ve are not closely related to the economic characteris�cs and risks of the host and are measured at fair value through profit or loss. Embedded deriva�ves closely related to the host contracts are not separated.
h) Embedded foreign currency deriva�ves:
Embedded foreign currency deriva�ves are not separated from the host contract if they are closely related. Such embedded deriva�ves are closely related to the host contract, if the host contract is not leveraged, does not contain any op�on feature and requires payments in one of the following currencies:
-
The func�onal currency of any substan�al party to that contract,
-
The currency in which the price of the related good or service that is acquired or delivered is rou�nely denominated in commercial transac�ons around the world, or
-
A currency that is commonly used in contracts to purchase or sell non-financial items in the economic environment in which the transac�on takes place (i.e. rela�vely liquid and stable currency)
Foreign currency embedded deriva�ves which do not meet the above criteria are separated and the deriva�ve is accounted for at fair value through profit and loss. The Company currently does not have any such deriva�ves which are not closely related.
i) Offse�ng financial instruments
Financial assets and liabili�es are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognised amounts and there is an inten�on to se�le on a net basis or realize the asset and se�le the liability simultaneously. The legally enforceable right must not be con�ngent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.
1.13 Borrowing costs
General and specific borrowing costs that are directly a�ributable to the acquisi�on, construc�on or produc�on of a qualifying asset are capitalized during the period that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substan�al period of �me to get ready for their intended use or sale.
Borrowing cost includes exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the finance cost.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitaliza�on.
Other borrowing costs are expensed in the period in which they are incurred.
1.14 Employee benefits
Short-term obliga�ons
Liabili�es for wages and salaries, including non-monetary benefits that are expected to be se�led wholly within 12 months a�er the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the repor�ng period and are rendered at the undiscounted amount of benefits expected to be paid when the liabili�es are se�led. The liabili�es are presented as current employee benefit obliga�ons in the balance sheet.
Long-term employee benefit obliga�ons
The liabili�es for earned leave are not expected to be se�led wholly within 12 months a�er the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the repor�ng period using the projected unit credit method. The benefits are discounted using the market yields at the end of the repor�ng period that have terms approxima�ng to the terms of the related obliga�on.
Emerging Stronger Together | Resurgence through resilience and responsibility
02838
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
Remeasurements as a result of experience adjustments and changes in actuarial assump�ons are recognised in other comprehensive income.
The obliga�ons are presented as current liabili�es in the balance sheet if the en�ty does not have an uncondi�onal right to defer se�lement for at least twelve months a�er the repor�ng period, regardless of when the actual se�lement is expected to occur.
Post-employment obliga�ons
The Company operates the following post-employment schemes:
-
Defined benefit plans such as gratuity, and
-
Defined contribu�on plans such as provident fund and superannua�on fund.
a) Defined Benefit Plans
(i) Gratuity obliga�ons
The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obliga�on at the end of the annual repor�ng period less the fair value of plan assets. The defined benefit cost is calculated annually by actuaries using the projected unit credit method.
The present value of the defined benefit obliga�on denominated in INR is determined by discoun�ng the es�mated future cash ou�lows by reference to market yields at the end of the repor�ng period on government bonds that have terms approxima�ng to the terms of the related obliga�on. The benefits which are denominated in currency other than INR, the cash flows are discounted using market yields determined by reference to highquality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms approxima�ng to the terms of the related obliga�on. The service cost include current service cost, past service cost, gains and losses on curtailments and se�lements. Changes in the present value of the defined benefit obliga�on resul�ng from plan amendments or curtailments are recognised immediately in profit or loss as past service cost.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obliga�on and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assump�ons are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.
Remeasurements are not reclassified to profit and loss in the subsequent periods.
b) Defined contribu�on plans
- (i) Provident Fund, Employee State Insurance Corpora�on (ESIC) and Labour Welfare Fund (LWF).
The Contribu�on towards provident fund, ESIC, LWF for certain employees is made to the regulatory authori�es where the Company has no further obliga�ons. Such benefits are classified as Defined Contribu�on Schemes as the Company does not carry any further obliga�ons apart from the contribu�ons made on a monthly basis.
(ii) Superannua�on Fund
Contribu�on towards superannua�on fund for certain employees is made to defined contribu�on scheme administered by insurance Company where the Company has no further obliga�ons.
Such benefits are classified as Defined Contribu�on Schemes as the Company does not carry any further obliga�ons, apart from contribu�on made on monthly basis.
Payment to defined contribu�on re�rement benefit plans are recognized as an expense when employees have rendered service en�tling them to the contribu�ons.
c) Shared based payments
Employee op�ons
The fair value of op�ons under the AYM Syntex Limited Employee Op�on scheme is recognised as an employee benefits expense at the grant date with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the op�ons granted:
-
including any market performance condi�ons (e.g., the en�ty’s share price)
-
excluding the impact of any service and nonmarket performance ves�ng condi�ons (e.g. profitability, sales growth targets and remaining an employee of the en�ty over a specified �me period), and
Financial Statements
Financial Reports
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
- including the impact of any non-ves�ng condi�ons (e.g. the requirement for employees to save or holdings shares for a specific period).
The total expense is recognised over the ves�ng period, which is the period over which all the specified ves�ng condi�ons are to be sa�sfied. At the end of each period, the en�ty reviews its es�mates of the number of op�ons that are expected to vest based on the non-market ves�ng and service condi�ons. It recognizes the impact of the revision to original es�mates, if any, in profit or loss such that the cumula�ve expense reflects the revised es�mate with a corresponding adjustment to equity-se�led employee benefits reserve.
Bonus Plan
The Company recognizes a liability and an expense for bonus where contractually obliged or where there is a past prac�ce that has created a construc�ve obliga�on.
1.15 Provisions and con�ngent liabili�es
a) Provisions
Provisions for legal claims, quality claims and volume discounts are recognised when the Company has a present legal or construc�ve obliga�on as a result of past events, it is probable that an ou�low of resources will be required to se�le the obliga�on and the amount can be reliably es�mated. Provisions are not recognised for future opera�ng losses.
Provisions for restructuring are recognised by the Company when it has developed a detailed formal plan for restructuring and has raised a valid expecta�on in those affected that the Company will carry out the restructuring by star�ng to implement the plan or announcing its main features to those affected by it. The measurement of provision for restructuring includes only direct expenditures arising from the restructuring, which are both necessarily entailed by the restructuring and not associated with the ongoing ac�vi�es of the Company.
Where there are a number of similar obliga�ons, the likelihood that an ou�low will be required in se�lement is determined by considering the class of obliga�ons as a whole. A provision is recognised even if the likelihood of an ou�low with respect to any one item included in the same class of obliga�ons may be small.
Provisions are measured at the nominal or present value of management’s best es�mate of the expenditure required, taking into account the risks and uncertain�es surrounding the obliga�on, to se�le the present obliga�on at the end of the repor�ng period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the �me value of money and the risks specific to the liability. The increase in the provision due to the passage of �me is recognised as interest expense.
b) Con�ngent liabili�es
Con�ngent liabili�es are disclosed when there is a possible obliga�on arising from past events the existence of which will be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the Company or a present obliga�on that arises from past events where it is either not probable that an ou�low of resources will be required to se�le or a reliable es�mate of the amount cannot be made.
c) Con�ngent Assets
Con�ngent Assets are disclosed, where an inflow of economic benefits is probable. An en�ty shall not recognised a con�ngent asset unless the recovery is virtually certain.
1.16 Contributed Equity
Equity shares are classified as equity. Incremental costs directly a�ributable to the issue of new shares or op�ons are shown in equity as a deduc�on, net of tax, from the proceeds.
1.17 Dividends
Provision is made for any dividend declared, being appropriately authorized and no longer at the discre�on of the en�ty, on or before the end of the repor�ng period but not distributed at the end of the repor�ng period.
1.18 Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit a�ributable to owners of the Company by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares. (Note 40)
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determina�on of basic earnings per share to take into account the a�er income tax effect of interest and other financing costs associated with dilu�ve poten�al equity shares, and the weighted average number of addi�onal equity shares that would have been outstanding assuming the conversion of all dilu�ve poten�al equity shares.
1.19 Segment Repor�ng
Opera�ng segments are reported in a manner consistent with the internal repor�ng provided to the chief opera�ng decision maker.
The managing director, who has been iden�fied as the chief opera�ng decision maker, assesses the financial performance and posi�on of the Company and makes strategic decisions. Refer Note 46 for the segment informa�on presented.
Emerging Stronger Together | Resurgence through resilience and responsibility
02858
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
1.20 Excep�onal items
Excep�onal items are items of income or expense recorded in the year in which they have been determined by management as being material by their size or incidence in rela�on to the financial statements and are presented separately within the results of the Company. The determina�on of which items are disclosed as excep�onal items affect the presenta�on of profit for the year and requires a degree of judgment. Details rela�ng to excep�onal items reported are set out in Note 33A.
1.21 Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs with two decimal as per the requirement of Schedule III, unless otherwise stated.
Note 2: Significant accoun�ng assump�ons, es�mates and judgements
The prepara�on of financial statements requires the use of accoun�ng es�mates which, by defini�on, will seldom equal the actual results. Management also needs to exercise assump�ons, es�mates and judgements in applying the Company’s accoun�ng policies. This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to es�mates and assump�ons turning out to be different than those originally assessed. Detailed informa�on about each of these es�mates and judgements is included in relevant notes together with informa�on about the basis of calcula�on for each affected line item in the financial statements. Accoun�ng es�mates could change from period to period.
a) Es�ma�on of current tax expense and deferred income tax
The calcula�on of the Company’s tax charge necessarily involves a degree of es�ma�on and judgement in respect of certain items whose tax treatment cannot be finally determined un�l resolu�on has been reached with the relevant tax authority or, as appropriate, through a formal legal process. The final resolu�on of some of these items may give rise to material profits/losses and/or cash flows. Significant judgments are involved in determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax posi�ons. (Refer Note 34).
The recogni�on of deferred income tax assets (including MAT Credit)/ liabili�es is based upon management’s assessment of future taxable profits for recoverability of the deferred benefit. Expected recoverability may result from sufficient and suitable taxable profits in the future, planned transac�ons and planned tax op�mizing measures. To determine the future taxable profits, reference is made to the latest available profit forecasts.
b) Es�ma�on of Provisions and Con�ngent Liabili�es.
The Company exercises judgement in measuring and recognizing provisions and the exposures to con�ngent liabili�es which is related to pending li�ga�on or other outstanding claims. Judgement is necessary in assessing the likelihood that a pending claim will succeed, or a liability will arise, and to quan�fy the possible range of the financial se�lement. Because of the inherent uncertainty in this evalua�on process, actual liability may be different from the originally es�mated as provision. (Refer Note 38).
c) Es�mated useful life of Property, Plant and Equipment
Property, Plant and Equipment represent a significant propor�on of the asset base of the Company. The charge in respect of periodic deprecia�on is derived a�er determining an es�mate of an asset’s expected useful life and the expected residual value at the end of its life. The useful lives and residual values of Company’s assets are determined by management at the �me the asset is acquired and reviewed periodically, including at each financial year end. Internal and external factors such as changes in the expected level of usage, technological developments, product life cycle, rela�ve efficiencies and opera�ng costs may impact their life and the residual value of these assets. This reassessment may result in change in deprecia�on and amor�za�on expense and have an impact on profit in future years. For the rela�ve size of the Company’s property, plant and equipment and intangible assets (Refer Note 3 and 4).
d) Provision for inventories
The Company writes down inventories to net realisable value based on an es�mate of the realisability of inventories. Write downs on inventories are recorded where events or changes in circumstances indicate that the carrying balances may not realised. The iden�fica�on of write-downs requires the use of es�mates of net selling prices, age and quality/condi�on of downgraded materials/inventories. Where the expecta�on is different from the original es�mate, such difference will impact the carrying value of inventories and write-downs of inventories in the periods in which such es�mate has been changed.
Write-downs of inventories to net realisable value amounted to 425.43 lakhs (March 31, 2020: 210.53 lakhs). These were recognised as an expense during the year and included in ‘changes in the inventories of workin-progress and finished goods’ in statement of Profit and Loss.
Financial Statements
Financial Reports
e) Es�ma�on of impairment of non-current assets
Ind AS 36 requires that the Company assesses whether there is any indica�on of impairment to a cash genera�ng unit assets. Based on the indica�ons/condi�ons which can be external or internal, impairment tes�ng requires an es�mate of value in use of the assets. The company applies the discounted cash flow method based on the con�nued use of the assets in the present condi�on for calcula�on of value in use. In considering the value in use, the management requires the use of es�mates of, among other uncertain variables, capacity u�liza�on, sales, cost of materials, opera�ng margins, rate of growth, currency rate movements and discount rates of the underlying business/opera�ons. Any consequent changes to the cash flows due to changes in any of the above factors could impact the carrying value of the assets.
f) Es�ma�on of Defined Benefit Obliga�on
The present value of the defined benefit obliga�ons depends on a number of factors that are determined on an actuarial basis using a number of assump�ons. Significant judgements are required when se�ng these assump�ons which include es�ma�on of appropriate discount rate, infla�on, salary growth, a�ri�on rates and mortality rates. Any changes in these assump�ons will impact the carrying amount of such obliga�ons. All assump�ons are reviewed at each repor�ng date.
The Company determines the appropriate discount rate at the end of each year. This is the interest rate that is used to determine the present value of es�mated future cash ou�lows expected to be required to se�le the defined benefit obliga�ons. In determining the appropriate discount rate, the Company considers the interest rates of government bonds of maturity approxima�ng the terms of the related plan liability. Refer Note 30 for the details of the assump�ons used in es�ma�ng the defined benefit obliga�on.
Emerging Stronger Together | Resurgence through resilience and responsibility
02878
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
NOTE 3A: PROPERTY, PLANT AND EQUIPMENT
| Par�culars | Freehold | Freehold | Leasehold | Building | Plant | Vehicles | Furniture | Equipments | Computers | Total | Capital |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Land | Improve- | & Mac- | and | work in | |||||||
| ments | hinery | Fixtures | progress | ||||||||
| Year ended March 31, 2020 | |||||||||||
| Gross carrying amount | |||||||||||
| Opening gross carrying amount | 1,446.43 | 17.31 | 7,989.72 | 44,378.05 | 147.18 | 183.80 | 193.53 | 464.04 | 54,820.06 | 2,229.87 |
|
| Addi�ons | 146.21 | - | - | 173.02 | - | 19.02 | 4.50 | 4.55 | 347.30 | 1,143.11 | |
| Disposals |
(2.22) | - | (0.68) | (37.65) | - | - | (11.73) | - | (52.28) | - | |
| Transfers from CWIP | - | - | 158.74 | 2,489.57 | - | 4.68 | 1.03 | 7.40 | 2,661.42 | (2,661.42) |
|
| Closing gross carrying amount | 1,590.42 | 17.31 | 8,147.78 | 47,002.99 | 147.18 | 207.50 | 187.33 | 475.99 | 57,776.50 | 711.56 | |
| Accumulated deprecia�on | |||||||||||
| Opening accumulated deprecia�on | - | 11.96 | 571.88 | 8,924.32 | 64.20 | 47.49 | 79.64 | 268.79 | 9,968.28 | - | |
| Deprecia�on charge during the year | - |
3.99 | 312.38 | 3,735.49 | 18.53 | 20.03 | 36.14 | 99.33 | 4,225.89 | - | |
| Disposals | - | - | (0.14) | (5.72) | - | - | (10.97) | - | (16.83) | - | |
| Closing accumulated deprecia�on | - | 15.95 | 884.12 | 12,654.09 | 82.73 | 67.52 | 104.81 | 368.12 | 14,177.34 | - | |
| Net carrying amount as | |||||||||||
| at March 31, 2020 | 1,590.42 | 1.36 | 7,263.66 | 34,348.90 | 64.45 | 139.98 | 82.52 | 107.87 | 43,599.16 | 711.56 | |
| Year ended March 31, 2021 | |||||||||||
| Gross carrying amount | |||||||||||
| Opening gross carrying amount | 1,590.42 | 17.31 | 8,147.78 | 47,002.99 | 147.18 | 207.50 | 187.33 | 475.99 | 57,776.50 | 711.56 |
|
| Addi�ons | 17.00 | - | - | 53.37 | 76.11 | 28.45 | 6.95 | 2.42 | 184.30 | 2,793.87 | |
| Disposals | - | - | - | (856.03) | (39.87) | - | (9.59) | - | (905.49) | - | |
| Transfers from CWIP | - | - | 7.13 | 1,756.22 | - | 6.22 | 1.67 | 11.97 | 1,783.21 | (1,783.21) | |
| Closing gross carrying amount | 1,607.42 | 17.31 | 8,154.91 | 47,956.55 | 183.42 | 242.17 | 186.36 | 490.38 | 58,838.52 | 1,722.22 | |
| Accumulated deprecia�on | |||||||||||
| Opening accumulated deprecia�on | - | 15.95 | 884.12 | 12,654.09 | 82.73 | 67.52 | 104.81 | 368.12 | 14,177.34 | - | |
| Deprecia�on charge during the year | - |
0.32 | 311.74 | 3,554.38 | 18.85 | 22.79 | 27.87 | 43.16 | 3,979.11 | - |
|
| Disposals | - | - | - | (593.98) | (33.33) | - | (8.76) | - | (636.07) | - | |
| Closing accumulated deprecia�on | - | 16.27 | 1,195.86 | 15,614.49 | 68.25 | 90.31 | 123.92 | 411.28 | 17,520.38 | - | |
| Net carrying amount as | |||||||||||
| at March 31, 2021 | 1,607.42 | 1.04 | 6,959.05 | 32,342.06 | 115.17 | 151.86 | 62.44 | 79.10 | 41,318.14 | 1,722.22 |
Notes:
(i) Refer to Note 18 for informa�on on property, plant and equipment pledged as security by the Company.
(ii) Contractual obliga�ons : Refer to Note 39 for disclosure of contractual commitments for acquisi�on of property, plant and equipment.
- (iii) Borrowing costs allocated to fixed assets / capital work in progress is
Nil (March 31, 2020 :23.05 lakhs).
(iv) Net block of freehold land includes 1.38 Lakhs (March 31, 2020: 1.38 lakhs) and development expenses of 3.25 lakhs (March 31, 2020: 3.25 lakhs) incurred on such land for which the �tle is yet to be transferred in the name of the Company.
(v) Building include certain residen�al flats aggrega�ng to 9.48 lakhs (March 31, 2020: 9.71 lakhs) for which document of �tle deeds are not available with the Company.
(vi) Capital work-in-progress - Capital work-in-progress mainly comprises of new plant and machinery for spinning and texturising process, being installed/constructed in india.
(vii) In accordance with para D13AA of Ind AS 101 First �me adop�on of Indian Accoun�ng Standards and the op�on available in the Companies (Accoun�ng Standards) (Second Amendment) Rules, 2011, vide no�fica�on dated December 29, 2011 issued by the Ministry of Corporate Affairs, the Company has adjusted the exchange rate difference arising on long term foreign currency monetary items, in so far as they relate to the acquisi�on of a depreciable capital asset, to the cost of the asset.
Accordingly, the Company has adjusted exchange gain of 45.28 lakhs (March 31, 2020: 135.11 lakhs) to the cost of property, plant and equipment as the long term monetary items relate to depreciable capital asset.
Financial Statements
Financial Reports
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
NOTE 3(B): LEASES
This note provides informa�on for leases where the Company is a lessee.
The Company leases various offices, warehouses and Vehicles etc. Rental contracts are typically made for fixed periods of 6 months to 3.5 years, but may have extension op�ons as described in (ii) below.
(i) Amounts recognised in Balance Sheet
The balance sheet shows the following amounts rela�ng to leases:
| Par�culars | As at March 31, 2021 | As at April 1, 2020 |
|---|---|---|
| Right-of-use assets | ||
| Buildings | 505.98 | 361.85 |
| Vehicles | 13.17 | 34.35 |
| Total | 519.15 | 396.20 |
| Par�culars | As at March 31, 2021 | As at April 1, 2020 |
| Lease Liabili�es | ||
| Current | 341.93 | 311.02 |
| Non-current | 249.70 | 248.51 |
| Total | 591.63 | 559.53 |
Addi�ons to the right-of-use assets during the current financial year were 394.79 lakhs (March 31, 2020: 19.21 lakhs)
(ii) Amounts recognised in the statement of profit and loss
The statement of profit or loss shows the following amounts rela�ng to leases:
| Par�culars | Note No | As at March 31, 2021 | As at March 31, 2020 |
|---|---|---|---|
| Deprecia�on charge of right-of-use assets | |||
| Buildings | 31 | 250.51 | 209.90 |
| Vehicles | 31 | 21.18 | 20.86 |
| Total | 271.69 | 230.76 | |
| Par�culars | Note No | As at March 31, 2021 | As at March 31, 2020 |
| Interest expense (included in fnance costs) | 33 | 50.65 | 69.88 |
| Expense rela�ng to short-term leases (included in other expenses) | 32 | 18.18 | 18.46 |
| Total | 68.83 | 88.34 |
*The total cash ou�low for leases for the year ended 31 March 2020 was 320.5 lakhs.(March 31, 2020: 370.07 lakhs)
*During the year the Company has received Covid 19 related rent concessions for ` 73.57 lakhs and the same has been recognised as gain in the Statement of
‘*The majority of extension and termina�on op�ons held are exercisable only by the Company and not by the respec�ve lessor.
Emerging Stronger Together | Resurgence through resilience and responsibility
02898
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
NOTE 4: INTANGIBLE ASSETS
| Par�culars | Computer So�ware |
|---|---|
| Year ended March 31, 2020 | |
| Gross carrying amount | |
| Opening gross carrying amount |
116.81 |
| Addi�ons |
50.67 |
| Disposals |
(50.67) |
| Closing gross carrying amount |
116.81 |
| Accumulated amor�sa�on | |
| Opening accumulated amor�sa�on |
52.00 |
| Amor�sa�on charge during the year |
21.01 |
| Amor�sa�on on disposals |
(2.37) |
| Closing accumulated amor�sa�on |
70.64 |
| Net carrying amount as at March 31, 2020 |
46.17 |
| Year ended March 31, 2021 | |
| Gross carrying amount | |
| Opening gross carrying amount |
116.81 |
| Addi�ons |
13.85 |
| Disposals |
(7.00) |
| Closing gross carrying amount |
123.66 |
| Accumulated amor�sa�on | |
| Opening accumulated amor�sa�on |
70.64 |
| Amor�sa�on charge during the year |
18.94 |
| Amor�sa�on on disposals | (5.91) |
| Closing accumulated amor�sa�on |
83.67 |
| Net carrying amount as at March 31, 2021 |
39.99 |
NOTE 5: NON-CURRENT FINANCIAL ASSETS - OTHER FINANCIAL ASSETS - UNSECURED, CONSIDERED GOODS
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
|---|---|---|
| Security deposits | 80.22 | 15.53 |
| Deposits with banks with maturity period of more than 12 months | 7.76 | 0.25 |
| Loans and advances to employees | 11.11 | 20.60 |
| Total | 99.09 | 36.38 |
| NOTE 6: INCOME TAX ASSETS (NET) | ||
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
Income tax assets (Net of provision for tax2,869.51 lakhs, March 31, 2020 :2,474.11 lakhs) |
43.43 | 73.51 |
| 43.43 | 73.51 |
Financial Statements
Financial Reports
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
NOTE 7: DEFERRED TAX ASSETS (NET)
| NOTE 7: DEFERRED TAX ASSETS (NET) | ||
|---|---|---|
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
| Deferred Tax Assets | ||
| Unabsorbed tax losses - deprecia�on | 1,834.51 | 3,075.17 |
| Defned beneft obliga�on | 436.15 | 271.50 |
| Provision for doub�ul debts/Advances | 56.44 | 18.50 |
| MAT credit en�tlement* | 5,473.83 | 5,075.77 |
| Lease liabili�es | 206.74 | 195.60 |
| Others includingexpenses allowable onpayment basis | 442.32 | - |
| 8,449.99 | 8,636.54 | |
| Deferred Tax Liabili�es | ||
| Deprecia�on | 4,594.24 | 4,908.54 |
| Right-of-use assets | 181.41 | 138.45 |
| 4,775.65 | 5,046.99 | |
| Net defered tax assets /(liabili�es) | 3,674.34 | 3,589.55 |
Note:
Unrecognised deferred tax asset on temporary differences rela�ng to unused tax losses (capital loss) : 742.39 lakhs (March 31, 2020 : 742.39 lakhs). This will expire by next financial year 2021-22.
*In assessing the realizability of deferred tax on MAT credit en�tlement, the Company considers the extent to which it is probable that the credit will be realized. En�tlement of MAT credit is recognised to the extent there is convincing evidence that the Company will be able to u�lise the said credit against normal tax payable during the period of fi�een years succeeding the year of filing of return of Income tax.The Company considers the expected projected future taxable income and tax planning strategies in making this assessment. Based on this, the Company believes that it is probable that the Company will realize the benefits of this MAT credit en�tlement
Movement in deferred tax assets and deferred tax liabili�es
| Deferred Tax Assets Deferred Tax Liabili�es |
|
|---|---|
| Unabsorbed MAT Defned Provision Lease Deprecia�on Right of Net tax losses Credit beneft Liabili�es use Deferred deprecia�on en�lement obliga�on Assets tax Assets |
|
| At 31 March 2019 (Charged)/credited: - to proft or loss - to other comprehensive income Pertaining to earlier tax periods At 31 March 2020 (Charged)/credited: - to proft or loss - to other comprehensive income Pertaining to earlier tax periods At 31 March 2021 |
2,859.45 4,895.74 302.22 - 287.26 5,450.93 212.45 2,681.29 215.72 175.37 (36.57) 18.50 (91.66) (542.39) (74.00) 897.75 - - 5.85 - - - - 5.85 - 4.66 - - - - - 4.66 3,075.17 5,075.77 271.50 18.50 195.60 4,908.54 138.45 3,589.55 (1,240.66) 398.06 148.90 480.26 11.14 (314.30) 42.96 69.04 - - 15.75 - - - - 15.75 - - - - - - - - 1,834.51 5,473.83 436.15 498.76 206.74 4,594.24 181.41 3,674.34 |
NOTE 8: OTHER NON-CURRENT ASSETS
| NOTE 8: OTHER NON-CURRENT ASSETS | ||
|---|---|---|
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
| Capital advances | 429.70 | 383.94 |
| Prepaid expenses | 4.99 | 8.35 |
| Balances with Government authori�es | 118.74 | 223.83 |
| Total | 553.43 | 616.12 |
Emerging Stronger Together | Resurgence through resilience and responsibility
02918
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
NOTE 9: INVENTORIES
| NOTE 9: INVENTORIES | ||
|---|---|---|
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
| Raw Materials | ||
| -In stock | 3,848.66 | 2,911.45 |
| -In transit | 3,009.07 | 1,741.44 |
| Goods-in-process | 1,542.43 | 1,352.34 |
| Finished goods | ||
| -In stock | 2,942.87 | 4,195.98 |
| -In transit | 2,760.97 | 6.17 |
| Consumables, stores, spares and packing material | 1,713.65 | 2,682.25 |
| Total | 15,817.65 | 12,889.63 |
Refer Note 1.11 and Note 2 (d) for basis of valua�on and provision.
NOTE 11: TRADE RECEIVABLES - UNSECURED, CONSIDERED GOOD
| NOTE 11: TRADE RECEIVABLES - UNSECURED, CONSIDERED GOOD | ||
|---|---|---|
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
| Trade receivables from related par�es (Refer Note 46) | 830.77 | 620.62 |
| Others | 9,332.15 | 10,829.04 |
| Less: allowance | (161.39) | (52.87) |
| Total | 10,001.53 | 11,396.79 |
NOTE 12: CASH AND CASH EQUIVALENTS
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
|---|---|---|
| Balance with banks in current accounts | 679.87 | 134.87 |
| Cash on hand | 22.52 | 38.34 |
| Total | 702.39 | 173.21 |
Note:
There are restricted bank balances on account of unpaid dividend - 0.36 lakhs (March 31, 2020 : 0.36 lakhs).
NOTE 13: BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS ABOVE
| NOTE 13: BANK BALANCES OTHER THAN CASH AND CASH EQUIVALENTS ABOVE | ||
|---|---|---|
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
| Balance with banks in: | ||
| - In escrow accounts [Refer Note (a) below] | 666.83 | 270.15 |
| - In fxed deposits with banks havingmaturity period upto twelve months[Refer Note(b)below] | 1,712.22 | 1,820.62 |
| Total | 2,379.05 | 2,090.77 |
Notes:
(a) Balances in escrow accounts are restricted bank balances against maturi�es and interest payments of borrowings.
(b) Fixed money deposits with banks having maturity period more than 12 months are disclosed under “Non-current financial assets - Other financial assets” (Refer Note 5).
Financial Statements
Financial Reports
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
NOTE 14: CURRENT FINANCIAL ASSETS - UNSECURED, CONSIDERED GOOD
| NOTE 14: CURRENT FINANCIAL ASSETS - UNSECURED, CONSIDERED GOOD | ||
|---|---|---|
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
| Loans and advances to employees | 40.22 | 50.15 |
| Total | 40.22 | 50.15 |
| NOTE 15: CURRENT FINANCIAL ASSETS - OTHERS - UNSECURED, CONSIDERED GOOD | ||
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
| Security deposits | 70.76 | 70.76 |
| Less: provision for doub�ul deposits | (70.76) | (70.76) |
| Interest accrued on fxed deposits | 51.39 | 58.32 |
| Total | 51.39 | 58.32 |
| NOTE 16: OTHER CURRENT ASSETS | ||
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
| Assets held for disposal | 5.37 | 346.17 |
| Advances to vendors (recoverable in cash or kind) | 1,057.78 | 450.34 |
| Prepaid expenses | 252.94 | 229.39 |
| Balances with government authori�es | 4,927.93 | 4,131.77 |
| Export benefts receivable | 289.83 | 155.23 |
| Other receivables | 391.31 | 441.59 |
| Less : Provision for doub�ul balances | (391.31) | - |
| Total | 6,533.85 | 5,754.49 |
| NOTE 17 (a): EQUITY SHARE CAPITAL | ||
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
| Authorized Equity Share Capital | ||
| 9,20,00,000 (March 31, 2020: 9,20,00,000) Equity Shares of`10/- each | 9,200.00 | 9,200.00 |
| 2,80,00,000 (March 31, 2020: 2,80,00,000) Op�onally Conver�ble Cumula�ve | ||
| Preference Shares of`10/- each | 2,800.00 | 2,800.00 |
| 12,000.00 | 12,000.00 | |
| Issued, subscribed and fully paid up Equity Share Capital | ||
| 5,00,35,304 (March 31, 2020: 4,99,75,114) Equity Shares of`10/- each fully paid up | 5,003.53 | 4,997.51 |
| Total | 5,003.53 | 4,997.51 |
| i ) MOVEMENT IN EQUITY SHARE CAPITAL | ||
| Par�culars | No. of Equity Shares | Amount |
| As at April 1, 2019 | 45,589,568 | 4,558.96 |
| Add: Preferen�al allotment of equity shares on conversion of share warrants to | ||
| holding Company (Refer Note 17(a)(iv) below) | 4,316,666 | 431.67 |
| Add: Exercise of op�ons - proceeds received | 68,880 | 6.89 |
| As at March 31, 2020 | 49,975,114 | 4,997.51 |
| Add : Exercise of op�ons - proceeds received | 60,190 | 6.02 |
| As at March 31, 2021 | 50,035,304 | 5,003.53 |
ii) Terms/ rights a�ached to equity shares
The Company has only one class of equity shares having a par value of ` 10 per share. All issued shares rank pari-passu and have same vo�ng rights per share. The Company declares and pays dividend in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Mee�ng.
iii) In the event of liquida�on of the Company, the holders of the equity shares will be en�tled to receive remaining assets of the Company, a�er distribu�on of preferen�al amounts. The distribu�on will be in propor�on to the number of equity shares held by the shareholders.
iv) Shares issued under warrants
43,16,666 warrants of ` 75 per warrant which were allo�ed to Mandawewala Enterprises Limited on March 8, 2018 have been exercised and converted to equity shares on August 31, 2019. 25% of the face value was received at the �me of allotment and balance 75% was received by way of conversion of corporate loan into equity shares.
Emerging Stronger Together | Resurgence through resilience and responsibility
02938
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
v) Equity shares held by holding Company
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
|---|---|---|
| Mandawewala Enterprises Limited | 36,230,298 | 36,230,298 |
6,350,000 equity shares of 10 at a premium of 65 per share have been issued and allo�ed to Mandawewala Enterprises Limited, during the year. Out of this, 6,000,000 equity shares have been issued and allo�ed by conver�ng corporate loan of ` 4,500 lakhs given by Mandawewala Enterprises Limited.
vi) Details of shareholders holding more than 5% equity shares
| vi) Details of shareholders holding more than 5% equity shares | |
|---|---|
| Par�culars | As at March 31, 2021 As at March 31, 2020 |
| Mandawewala Enterprises Limited Number of equity shares Mandawewala Enterprises Limited Percentage of holding |
36,230,298 36,230,298 72.41% 72.50% |
| NOTE 17(b): OTHER EQUITY - RESERVES AND SURPLUS | |
| Par�culars | As at March 31, 2021 As at March 31, 2020 |
| Capital reserve Capital redemp�on reserve Securi�es premium General reserve Share op�ons outstanding account Retained earnings |
2,664.93 2,664.93 293.36 293.36 7,016.39 6,996.35 107.06 107.06 105.94 94.39 20,574.79 19,194.64 |
| Total | 30,762.47 29,350.73 |
| Par�culars | As at March 31, 2021 As at March 31, 2020 |
| Movement: Capital reserve As per last balance sheet Add/(less): Changes during the year Capital redemp�on reserve As per last balance sheet Add/(less): Changes during the year Securi�es premium As per last balance sheet Add: Preferen�al allotment of equity shares on conversion of share warrants by holding Company Add: Exercise of op�ons - proceeds received General reserve As per last balance sheet Add/ (Less): Changes during the year Share op�ons outstanding account As per last balance sheet Add: Employee share based payment expense Less: Employee stock op�ons exercised Retained earnings Opening balance (as originally presented) Change in accoun�ng policy (see note 48) Restated balance Add/(Less): Net proft for the year Item of other comprehensive income recognized directly in retained earnings - Remeasurement of post-employment beneft obliga�on, net of tax |
2,664.93 2,664.93 - - |
| 2,664.93 2,664.93 |
|
| 293.36 293.36 - - |
|
| 293.36 293.36 |
|
| 6,996.35 4,168.05 - 2,805.83 20.04 22.47 |
|
| 7,016.39 6,996.35 |
|
| 107.06 107.06 - - |
|
| 107.06 107.06 |
|
| 94.39 57.76 31.59 59.10 20.04 22.47 |
|
| 105.94 94.39 |
|
| 19,194.64 17,604.40 - (139.42) |
|
| 19,194.64 17,464.98 |
|
| 1,409.48 1,740.56 (29.33) (10.90) |
|
| 20,574.79 19,194.64 |
Financial Statements
Financial Reports
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
NOTE 17 (c): OTHER EQUITY - MONEY RECEIVED AGAINST SHARE WARRANTS
| Par�culars | Par�culars | As at March 31, 2021 | As at March 31, 2020 |
|---|---|---|---|
| As | per last balance sheet | - | 809.37 |
| Add: Share warrants exercised by Mandawewala Enterprises Limited [Refer Note 17(a)(iv)] | - | (809.37) | |
| Total | - | 0.00 | |
| Nature and purpose of reserves | |||
| i) | Capital reserve | ||
| Capital reserve represents capital surplus and is not available for distribu�on as dividend. | |||
| ii) | Securi�es premium reserve | ||
| Securi�es premium is used to record the premium received on issue of shares. The reserve is u�lized in accordance with the provisions of the Companies Act, | |||
| 2013. |
iii) Capital redemp�on reserve (CRR)
CRR is created on redemp�on of Preference Shares in accordance with the provisions of the Act.
| iii) | Capital redemp�on reserve (CRR) CRR is created on redemp�on of Preference Shares in accordance with the provisions of the Act. |
|---|---|
| iv) | Debenture redemp�on reserve (DRR) |
| General Reserve represents appropria�on of profts by the Company. DRR was created on issue of Debentures in the earlier years. This has been transferred | |
| to General Reserve as the Debentures have been redeemed. | |
| v) | General Reserve |
| General Reserve represents appropria�on of profts by the Company. | |
| vi) | Share op�ons outstanding account |
| The share op�ons outstanding account is used to recognise the grant date fair value of op�ons issued to employees under AYM Syntex Limited employee | |
| stock op�on plan. |
vii) Retained earnings
Retained earnings represent the accumulated undistributed earnings.
NOTE 18: NON-CURRENT BORROWINGS
| NOTE 18: NON-CURRENT BORROWINGS | ||
|---|---|---|
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
| Secured | ||
| Term loans from banks | ||
| - Rupee loans | 17,694.89 | 16,767.63 |
| - Foreign currency loans | 558.91 | 1,413.42 |
| Unsecured, considered good | ||
| Inter-corporate deposits from related par�es | 1,200.00 | 1,200.00 |
| Amount disclosed under the head “Current maturi�es of long-term borrowings”(Refer note 23) | (3,912.69) | (2,973.71) |
| Total | 15,541.11 | 16,407.34 |
| Note: |
The rate of interest on the rupee borrowings are in range of 7.6% to 11% (March 31, 2020 : 9% to 11% ) and foreign currency loans are in the range 3.37% to 5.2% (March 31, 2020 : 4.5% to 5.2%). The rupee term loans from banks are eligible for Central and State Government interest subsidies/ rebates.
NET DEBT RECONCILIATION
This sec�on sets out an analysis of net debt and the movements in net debt for each of the periods presented.
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
|---|---|---|
| Cash and cash equivalents | 702.39 | 173.21 |
| Lease liabili�es | (591.63) | (559.53) |
| Non-current borrowings | (19,453.80) | (19,381.05) |
| Current borrowings(includingoverdra�) | (2,573.11) | (6,120.19) |
| Net debt | (21,916.15) | (25,887.56) |
Emerging Stronger Together | Resurgence through resilience and responsibility
02958
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
| Par�culars | Other assets Liabili�es from fnancing ac�vi�es Total |
|---|---|
| Cash and cash Lease Non-current Current equivalents liabili�es borrowings borrowings* |
|
| Net debt as at April 1, 2019 Recognised on adop�on ofInd AS 116 Cash fows (net) Conversion of Intercorporate deposit in to equity shares on exercise of warrants New leases Interest expense Interest paid |
329.93 - (24,962.50) (6,175.66) (30,808.23) - (822.05) - - (822.05) (156.72) 351.61 3,181.45 55.47 3,431.81 - - 2,400.00 - 2,400.00 - (19.21) - - (19.21) - (69.88) 1,935.31 441.81 2,307.24 - (1,935.31) (441.81) (2,377.12) |
| Net debt as at March 31,2020 | 173.21 (559.53) (19,381.05) (6,120.19) (25,887.56) |
| Cash fows (net) Interest Funded New leases Interest expense Interest paid Other non-cash movements - Fair value adjustments |
529.18 320.50 829.12 3,547.08 5,225.88 - - (901.87) - (901.87) - (377.63) - - (377.63) - (48.54) 1,826.03 424.53 2,202.02 - - (1,826.03) (424.53) (2,250.56) - - 73.57 - - 73.57 |
| Net debt as at March 31, 2021 | 702.39 (591.63) (19,453.80) (2,573.11) (21,916.15) |
- Includes current maturi�es of long-term borrowings
Financial Statements
Financial Reports
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
| Par�culars | Last installment | Terms of Repayment | As at | As at | |
|---|---|---|---|---|---|
| due | March 31, 2021 | March 31, | 2020 | ||
| Rupee term loan is secured by 1st pari passu charge over the | July- 2021 | Repayable in 28 quarterly | 407.46 | 836.95 | |
| present and future fxed assets, all movable and immovable | installments commencing | ||||
| proper�es and 2nd pari passu charged | from April 2014 | ||||
| over current assets of the Company | |||||
| External Commerical Borrowings is secured by 1st pari passu | September | Repayable in 28 quarterly | 558.91 | 1,413.42 | |
| charge over the present and future fxed assets, all movable | -2021 | installments commencing | |||
| and immovable proper�es and 2nd pari passu charged over | from June 2014 | ||||
| current assets of the Company | |||||
| Rupee term loan is secured by 1st pari passu charge over the | September | Repayable in 24 quarterly | 151.57 | 338.30 | |
| present and future fxed assets, all movable and immovable | -2021 | installments commencing | |||
| proper�es and 2nd pari passu charged over current assets | from July 2015 | ||||
| of the Company | |||||
| Rupee term loan is secured by 1st pari passu charge over the | April-2024 | Repayable in 28 quarterly | 746.66 | 794.99 | |
| present and future fxed assets, all movable and immovable | installments commencing | ||||
| proper�es and 2nd pari passu charged over current | from Jan 2017 | ||||
| assets of the Company | |||||
| Rupee term loan is secured by 1st pari passu charge over the | April-2024 | Repayable in 28 quarterly | 1,165.02 | 1,246.12 | |
| present and future fxed assets, all movable and immovable | installments commencing | ||||
| proper�es and 2nd pari passu charged over current assets | from Jan 2017 | ||||
| of the Company | |||||
| Rupee term loan is secured by 1st pari passu charge over the | September | Repayable in 27 quarterly | 937.99 | 1,050.00 | |
| present and future fxed assets, all movable and immovable | 2024 | installments commencing | |||
| proper�es and 2nd pari passu charged over current | from July 2017 | ||||
| assets of the Company | |||||
| Rupee term loan is secured by 1st pari passu charge over the | January | Repayable in 30 quarterly | 1,292.94 | 1,349.31 | |
| present and future fxed assets, all movable and immovable | 2025 | installments commencing | |||
| proper�es and 2nd pari passu charged over current | from July 2017 | ||||
| assets of the Company | |||||
| Rupee term loan is secured by 1st pari passu charge over the | April-2025 | Repayable in 28 quarterly | 1,551.67 | 1,591.85 | |
| present and future fxed assets, all movable and immovable | installments commencing | ||||
| proper�es and 2nd pari passu charged over current | from June 2018 | ||||
| assets of the Company | |||||
| Rupee term loan is secured by 1st pari passu charge over the | April-2025 | Repayable in 28 quarterly | 916.23 | 925.08 | |
| present and future fxed assets, all movable and immovable | installments commencing | ||||
| proper�es and 2nd pari passu charged over current | from October 2018 | ||||
| assets of the Company | |||||
| Rupee term loan is secured by 1st pari passu charge over the | July-2026 | Repayable in 28 quarterly | 2,210.67 | 2,242.26 | |
| present and future fxed assets, all movable and immovable | installments commencing | ||||
| proper�es and 2nd pari passu charged over current | from October 2018 | ||||
| assets of the Company | |||||
| Rupee term loan is secured by 1st pari passu charge over the | March-2026 | Repayable in 29 quarterly | 6,121.35 | 6,392.77 | |
| present and future fxed assets, all movable and immovable | installments commencing | ||||
| proper�es and 2nd pari passu charged over current | from December 2019 | ||||
| assets of the Company | |||||
| Rupee term loan is secured by 1st pari passu charge over | June-2022 | Repayable in 18 Monthly | |||
| the present and future fxed assets, all movable and | installments commencing | ||||
| immovable proper�es and 2nd pari passu charged over | from January 2021. | 277.33 | - | ||
| current assets of the Company | |||||
| Rupee working capital term loan is secured by 2nd pari | February-2026 | Repayable in 48 Monthly | |||
| passu charge over the present and future fxed assets, all | installments commencing | ||||
| movable and immovable proper�es and 2nd pari passu | from March 2022. | 930.00 | - | ||
| charged over current assets of the Company | |||||
| Rupee working capital term loan is secured by 2nd pari | March- 2026 | Repayable in 48 Monthly | |||
| passu charge over the present and future fxed assets, all | installments commencing | ||||
| movable and immovable proper�es and 2nd pari passu | from April 2022. | 686.00 | - | ||
| charged over current assets of the Company | |||||
| Rupee working capital term loan is secured by 2nd pari | March- 2026 | Repayable in 48 Monthly | |||
| passu charge over the present and future fxed assets, all | installments commencing | ||||
| movable and immovable proper�es and 2nd pari passu | from April 2022. | 300.00 | - | ||
| charged over current assets of the Company | |||||
| Total | 18,253.80 | 18,181.05 |
Note:
Pursuant to the Covid 19 pandemic, the Reserve Bank of India, vide its no�fica�ons reference RBI/2019-20/186 dated March 27, 2020 and RBI/2019-20/244 dated May 23, 2020, announced a “Covid 19 Regulatory Package” to mi�gate the adverse impact of the pandemic and ensure con�nuity of businesses. As per this package, banks were, inter alia, permi�ed to grant a moratorium of six months on payment of all instalments (principal and interest) on Term loans falling due between March 1, 2020 and August 31, 2020. The Company opted to avail the package rela�ng to term loans and the same was approved by the lenders in line with RBI’s no�fica�on. Accordingly, the financial statements have been prepared giving effect to the above.
Emerging Stronger Together | Resurgence through resilience and responsibility
02978
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
NOTE 19: NON-CURRENT EMPLOYEE BENEFIT OBLIGATIONS
| NOTE 19: NON-CURRENT EMPLOYEE BENEFIT OBLIGATIONS | ||
|---|---|---|
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
| Provision for gratuity (Refer Note 30) | 853.14 | 736.11 |
| Total | 853.14 | 736.11 |
| NOTE 20: OTHER NON CURRENT LIABILITIES | ||
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
| Deferred capital subsidy | 5.87 | 11.29 |
| Total | 5.87 | 11.29 |
| NOTE 21: CURRENT FINANCIAL LIABILITIES - BORROWINGS | ||
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
| Secured | ||
| Working capital loan from banks | ||
| - Rupee loans | - | 4,445.10 |
| Unsecured | ||
| Buyers’ credit from banks | 2,573.11 | 1,675.09 |
| Total | 2,573.11 | 6,120.19 |
| Note: |
The working capital loans, which includes cash credit and packing credit from banks, are secured by hypotheca�on of raw material, stock-in-process, finished goods, semi finished goods, stores, spares and book debts and other current assets of the Company and second charge on en�re fixed assets of the Company.
NOTE 22: TRADE PAYABLES
| NOTE 22: TRADE PAYABLES | ||
|---|---|---|
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
| Acceptances | 13,146.66 | 10,714.04 |
| Dues to micro, small and medium enterprises (Refer Note 41) | 1,185.50 | 1,132.59 |
| Dues to creditors other than micro,small and medium enterprises | 7,280.50 | 6,869.05 |
| Total | 21,612.66 | 18,715.68 |
| NOTE 23: OTHER CURRENT FINANCIAL LIABILITIES | ||
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
| Current maturi�es of long-term borrowings (Refer Note 18) | 3,912.69 | 2,973.71 |
| Interest accrued but not due on borrowings | 83.04 | 224.69 |
| Unclaimed dividend (Refer Note (a) below) | 0.36 | 0.36 |
| Creditors for capital purchases | 1,166.56 | 532.03 |
| Security deposits | 124.53 | 103.09 |
| Total | 5,287.18 | 3,833.88 |
Note:
(a) There are no amounts due for payments to the investor Educa�on and Protec�on Fund under Sec�on 125 of the Companies Act, 2013 as at the year end.
NOTE 24: CURRENT EMPLOYEE BENEFIT OBLIGATIONS
| NOTE 24: CURRENT EMPLOYEE BENEFIT OBLIGATIONS | ||
|---|---|---|
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
| Provision for gratuity | 25.51 | 42.39 |
| Provision for compensated absences (Refer Note 30) | 369.48 | 190.94 |
| Employee beneftpayables | 362.08 | 99.88 |
| Total | 757.07 | 333.21 |
| Note: |
The en�re amount of the provision of 369.48 lakhs (31 March 2020 – 190.94 lakhs) is presented as current, since the company does not have an uncondi�onal right to defer se�lement for any of these obliga�ons. However, based on past experience, the company does not expect all employees to avail the full balance of accrued leave or require payment for such leave within the next 12 months.
NOTE 25: OTHER CURRENT LIABILITIES
| NOTE 25: OTHER CURRENT LIABILITIES | ||
|---|---|---|
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
| Contract Liabili�es | 380.54 | 278.77 |
| Statutory dues | 122.13 | 132.34 |
| Deferred capital subsidy | 5.43 | 5.43 |
| Total | 508.10 | 416.54 |
Financial Statements
Financial Reports
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
NOTE 26: REVENUE FROM OPERATIONS
| Par�culars | Year ended March 31, 2021 | Year ended March 31, 2020 |
|---|---|---|
| Sale of products | 92,733.46 | 101,188.54 |
| Sales of Services | 424.13 | 383.44 |
| Sale of scrap | 289.43 | 267.97 |
| Export incen�ves (Refer note below) | 1,294.01 | 957.68 |
| Total | 94,741.03 | 102,797.63 |
Note:
Export incen�ves includes duty drawback and merchandise export incen�ve scheme. Also, Refer Note 1.3.
NOTE 27: OTHER INCOME
| NOTE 27: OTHER INCOME | ||
|---|---|---|
| Par�culars | Year ended March 31, 2021 | Year ended March 31, 2020 |
| Exchange diference (Net) | - | 15.49 |
| Interest income on: | ||
| - Fixed deposits | 100.30 | 113.33 |
| - Others | 50.98 | 59.78 |
| Proft on sale of current investments/investments | 3.25 | 7.12 |
| Insurance claims | - | 4.41 |
| Miscellaneous income | 126.19 | 136.79 |
| Total | 280.72 | 336.92 |
NOTE 28: COST OF MATERIALS CONSUMED
| Par�culars | Year ended March 31, 2021 Year ended March 31, 2020 |
|---|---|
| Raw material consumed Inventory at the beginning of the year Add: Purchases Less: Inventory at the end of the year |
4,652.89 3,509.94 53,678.29 58,371.34 |
| 58,331.18 61,881.28 6,857.73 4,652.89 |
|
| Total | 51,473.45 57,228.39 |
NOTE 29: CHANGES IN INVENTORIES OF FINISHED GOODS AND GOODS-IN-PROCESS
| Par�culars | Year ended March 31, 2021 Year ended March 31, 2020 |
|---|---|
| Inventory at the end of the year Goods-in-process Finished goods Less: Inventory at the beginning of the year Goods-in-process Finished goods |
1,542.43 1,352.34 5,703.84 4,202.15 |
| 7,246.27 5,554.49 |
|
| 1,352.34 1,167.21 4,202.15 3,680.10 |
|
| 5,554.49 4,847.31 |
|
| Total changes in inventories of fnished goods and goods-in-process | (1,691.78) (707.18) |
NOTE 30: EMPLOYEE BENEFIT EXPENSES
| Par�culars | Year ended March 31, 2021 | Year ended March 31, 2020 |
|---|---|---|
| Salaries, wages and allowances | 5,455.15 | 5,343.09 |
| Employee share based payment expense (Refer note 47) | 31.59 | 59.10 |
| Managerial remunera�on | 123.98 | 93.41 |
| Contribu�on to provident and other funds | 300.57 | 306.96 |
| Gratuity | 155.82 | 142.98 |
| Workmen and staf welfare expenses | 174.94 | 226.18 |
| Total | 6,242.05 | 6,171.72 |
Emerging Stronger Together | Resurgence through resilience and responsibility
02998
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
| Par�culars | Year ended March 31, 2021 | Year ended March 31, 2020 |
|---|---|---|
| During the year, the Company has recognized the following | ||
| amounts in the statement of Proft and Loss: | ||
| Employers’ Contribu�on to Provident Fund* | 276.25 | 275.55 |
| Employers’ Contribu�on to Employees’ State Insurance * | 23.99 | 30.98 |
| Employers’ Contribu�on to Labour welfare fund* | 0.33 | 0.43 |
| Total | 300.57 | 306.96 |
-
Included in Contribu�on to Provident and Other Funds
-
II
Contribu�on to Gratuity
The Company provides for every employee who is en�tled to a benefit equivalent to fi�een days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972. The same is payable at the �me of separa�on from the Company or re�rement, whichever is earlier.
Risk exposure
These defined benefit plans expose the Company to actuarial risk such as longi�vity risks, interest rate risks, market (investment) risks.
a. Major Assump�ons
| a. Major Assump�ons | ||||
|---|---|---|---|---|
| Par�culars | Year ended March | 31, 2021 | Year ended March | 31, 2020 |
| %p.a. | %p.a. | |||
| Discount Rate | 6.91 | 6.82 | ||
| Salary Escala�on Rate * | 8.00 | 6.50 | ||
| Rate of Employee Turnover: | ||||
| -Upto 30 years | 3.00 | 3.00 | ||
| -From 31 to 44 years | 3.00 | 3.00 | ||
| -Above 44 years | 2.00 | 2.00 | ||
| Mortality Rate During Employment | 100% of IALM (2012-2014) | 100% of IALM (2012-2014) |
- The es�mates for future salary increases considered takes into account the infla�on, seniority, promo�on and other relevant factors.
b. Change in the Present Value of Obliga�on
| Par�culars | Year ended March 31, 2021 | Year ended March 31, 2020 |
|---|---|---|
| Opening Present Value of Obliga�on | 778.50 | 679.56 |
| Current Service Cost | 102.73 | 90.86 |
| Interest Cost | 53.09 | 52.12 |
| Total amount recognized in proft or loss | 155.82 | 142.98 |
| Remeasurement | ||
| (Gain)/Loss from change in demographic assump�ons and experience adjustments | (80.67) | (36.33) |
| (Gain)/Loss from change in fnancial assump�ons | 125.75 | 53.07 |
| Total amount recognized in other comprehensive income | 45.08 | 16.74 |
| Beneft/Exgra�apaid | 100.75 | 60.79 |
| Closing Present Value of Obliga�on | 878.65 | 778.49 |
| c. Amount recognized in the Balance sheet | ||
| Par�culars | Year ended March 31, 2021 | Year ended March 31, 2020 |
| Present value of Obliga�on | 878.65 | 778.49 |
| Fair Value of Plan Assets | - | - |
| Funded Status [(Surplus/ (Defcit)] | (878.65) | (778.49) |
| Expense recognized in Statement of Proft and Loss | 155.82 | 142.98 |
| Expense recognized in Other comprehensive income | 45.08 | 16.74 |
| Net (liability)/ Asset Recognized in the Balance Sheet | (878.65) | (778.49) |
| d. Expenses Recognized in Proft and Loss | ||
| Par�culars | Year ended March 31, 2021 | Year ended March 31, 2020 |
| Current Service Cost | 102.73 | 90.86 |
| Interest Cost | 53.09 | 52.12 |
| Total Expenses recognized in theproft or loss* | 155.82 | 142.98 |
- Included in Employee Benefits Expense
Financial Statements
Financial Reports
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
e. Expenses recognized in Other Comprehensive Income
| Par�culars | Year ended March 31, 2021 | Year ended March 31, 2020 | |
|---|---|---|---|
| Re-measurement (Refer Note b above) | |||
| Actuarial (Gains)/Losses on Obliga�on For theyear | 45.08 | 16.74 | |
| Net(Income)/Expenses for the Period Recognized in OCI | 45.08 | 16.74 |
|
| f. | Sensi�vity Analysis | ||
| Par�culars | Year ended March 31, 2021 | Year ended March 31, 2020 | |
| Projected Beneft Obliga�on on Current Assump�ons | 878.65 | 778.49 |
|
| Delta Efect of +0.5% Change in Rate of Discoun�ng | (46.34) | (38.96) |
|
| Delta Efect of -0.5% Change in Rate of Discoun�ng | 52.89 | 45.33 |
|
| Delta Efect of +0.5% Change in Rate of Salary | 52.08 | 45.25 |
|
| Delta Efect of -0.5% Change in Rate of Salary | (48.07) | (39.25) |
|
| Delta Efect of +0.5% Change in Rate of Employee Turnover* | 3.78 | 2.49 |
|
| Delta Efect of -0.5% Change in Rate of Employee Turnover* | (5.13) | 0.18 |
- Amounts less than ` 1000 are denoted by “- “
The above sensi�vity analyses are based on a change in an assump�on while holding all other assump�ons constant. In prac�ce, this is unlikely to occur, and changes in some of the assump�ons may be correlated. When calcula�ng the sensi�vity of the defined benefit obliga�on to significant actuarial assump�ons the same method (present value of the defined benefit obliga�on calculated with the projected unit credit method at the end of the repor�ng period) has been applied as when calcula�ng the defined benefit liability recognized in the balance sheet.
The methods and types of assump�ons used in preparing the sensi�vity analysis did not change compared to the prior period.
- g. Defined benefit liability and employer contribu�ons The Company considers that the contribu�on rates set at the last valua�on date are sufficient to eliminate the deficit over the agreed period and that regular contribu�ons, which are based on service costs, will not increase significantly.
Expected contribu�on to post-employment benefit plans for the year ending March 31, 2022 is ` 175.84 Lakhs.
The weighted average dura�on of the defined benefit obliga�on is 14.71 years (2020- 14.75 years). The expected maturity analysis of undiscounted gratuity is as follows:
| Less than a year More than one year |
|
|---|---|
| As at March 31, 2021 Defned beneft obliga�on(gratuity) |
|
| 25.51 853.14 |
|
| As at March 31, 2020 Defned beneft obliga�on(gratuity) |
|
| 42.39 736.10 |
III Other Employee Benefit
The liability for compensated absences as at year end is 369.48 Lakhs (March 31, 2020: 190.94 Lakhs)
NOTE 31: DEPRECIATION AND AMORTISATION COSTS
| Par�culars | Year ended March 31, 2021 | Year ended March 31, 2020 |
|---|---|---|
| Deprecia�on on property, plant and equipment (Refer Note 3a) | 3,979.11 | 4,225.89 |
| Deprecia�on of right-of-use assets (Refer Note 3b) | 271.69 | 230.76 |
| Amor�za�on of intangible assets(Refer Note 4) | 18.94 | 21.01 |
| Total | 4,269.74 | 4,477.66 |
Emerging Stronger Together | Resurgence through resilience and responsibility
101028
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
NOTE 32: OTHER EXPENSES
| Par�culars | Year ended March 31, 2021 | Year ended March 31, 2020 |
|---|---|---|
| Consump�on of stores and spares | 2,961.84 | 3,185.33 |
| Power, fuel and water | 7,366.79 | 7,905.97 |
| Packing materials | 3,392.40 | 3,217.23 |
| Dyes and chemicals | 3,395.05 | 4,394.34 |
| Contract labour charges | 3,409.97 | 3,137.56 |
| Repairs and maintenance: | ||
| -Buildings | 135.08 | 225.41 |
| -Property, plant and equipment | 271.16 | 415.30 |
| -Others | 276.15 | 427.58 |
| Rent | 18.18 | 18.46 |
| Rates and taxes | 35.20 | 86.68 |
| Insurance | 242.87 | 300.55 |
| Directors si�ng fees | 15.24 | 12.35 |
| Prin�ng and sta�onery | 21.04 | 35.00 |
| Travelling and conveyance expenses | 152.31 | 535.27 |
| Legal and professional charges | 428.79 | 473.48 |
| Payment to auditors [Refer Note (a) below] | 26.36 | 28.42 |
| Communica�on charges | 37.21 | 50.38 |
| Vehicle expenses | 28.99 | 34.09 |
| Loss on sale/discarding of property, plant and equipment (net) | 247.19 | 65.79 |
| Freight and forwarding expenses | 4,645.96 | 3,816.55 |
| Exchange diference (net) | 142.28 | - |
| Brokerage and commission | 1,228.79 | 1,478.77 |
| Dona�ons | 8.34 | 12.45 |
| Corporate social responsibility expenditure [Refer Note 48] | 17.29 | 52.76 |
| Miscellaneous expenses | 1,076.19 | 767.15 |
| Total | 29,580.67 | 30,676.87 |
| Note (a) Payment to auditors for: | ||
| As auditor: | ||
| -Audit fees | 21.75 | 22.00 |
| -Tax audit | 1.75 | 1.75 |
| In other capaci�es: | ||
| -Cer�fca�ons | 2.70 | 3.70 |
| -Reimbursement of expenses | 0.16 | 0.97 |
| Total | 26.36 | 28.42 |
| NOTE 33: FINANCE COST |
| Par�culars | Year ended March 31, 2021 | Year ended March 31, 2020 |
|---|---|---|
| Interest and fnance charges on lease liabili�es and fnancial liabili�es | ||
| (net of interest subsidy for year ended March 31, 2021: | ||
Nil lakhs, March 31, 2020:180.28 lakhs) |
||
| - Long term borrowings | 1,826.03 | 1,935.31 |
| - Short term borrowings | 424.53 | 441.81 |
| - Others | 179.89 | 253.37 |
| Bank and other fnancial charges | 978.68 | 1,193.83 |
| Total | 3,409.13 | 3,824.32 |
Financial Statements
Financial Reports
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
NOTE 33A : EXCEPTIONAL ITEMS
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
|---|---|---|
| Se�lement of indirect tax cases opted under Sabka Vishwas | ||
| (LegacyDispute Resolu�on Scheme), 2019 | - | 444.88 |
| Total | - | 444.88 |
Excep�onal item during the year ended March 31, 2020 represents amounts paid/ adjusted towards se�lement of indirect tax cases opted under Sabka Vishwas (Legacy Dispute Resolu�on Scheme), 2019 (‘SVLDRS’). The Company has obtained discharge cer�ficates for full and final se�lement amoun�ng to ` 444.88 lakhs under SVLDRS.
NOTE 34: INCOME TAX EXPENSE
- a) This note provides an analysis of the Company’s income tax expense, show amounts that are recognised directly in equity and how the tax expense is affected by non-assessable and non-deduc�ble items. It also explains significant es�mates made in rela�on to the Company’s tax posi�ons. i ) Income tax related to items recognised directly in profit or loss of the Statement of Profit and Loss
| Par�culars | As at March 31, 2021 As at March 31, 2020 |
|---|---|
| Current Tax Current tax on profts for the year Current Tax (A) Deferred Tax Decrease/(increase) in deferred tax assets# (Decrease)/increase in deferred tax liabili�es Deferred Tax (B) |
398.06 175.08 |
| 398.06 175.08 |
|
| 202.29 (281.36) (271.34) (616.39) |
|
| (69.05) (897.75) |
|
| Income Tax Credit to Proft or Loss(C) =(A) +(B) | 329.01 (722.67) |
Deferred tax includes minimum alternate tax credit availed: ₹ 398.06 lakhs (March 31, 2020: ₹ 175.08 lakhs).
ii) Deferred tax related to items recognized in other comprehensive income (OCI)
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
|---|---|---|
| Deferred tax on remeasurementgains/(losses)on defned beneftplan | 15.75 | 5.85 |
| Deferred tax credited to other comprehensive income | 15.75 | 5.85 |
b) The reconcilia�on of es�mated income tax expense at the Indian statutory income tax rate to the income tax expenses reported in statement of profit and loss is as follows:
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
|---|---|---|
| Proft before income tax | 1738.49 | 1,017.89 |
| Tax at the Indian tax rate of 34.94% (March 31, 2020: 34.94%) | ||
| Expected tax expense at the enacted tax rate in India | 607.50 | 355.69 |
| Tax efect of adjustments to reconcile expected income tax expense to | ||
| reported income tax expense: | ||
| 1) Non-deduc�ble expenses | ||
| Dona�ons and CSR expenditure | 8.96 | 18.44 |
| Other items | 23.13 | 19.62 |
| 2) Tax beneft items | ||
| Research and development expenditure | - | (146.26) |
| Other items | (27.54) | 6.90 |
| 3) Adjustment deferred tax rela�ng to prior year | (18.36) | - |
| 4)Re-measurement of Deferred tax assets / Deferred tax liabili�es | (264.68) | (977.06) |
| Income tax expense charged to the statement ofproft and loss | 329.01 | (722.67) |
Emerging Stronger Together | Resurgence through resilience and responsibility
103028
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
NOTE 35: FAIR VALUE MEASUREMENTS
Financial instruments by category:
| Financial Assets | As at March 31, 2021 As at March 31, 2020 |
|---|---|
| Notes Amor�sed FVTPL Amor�sed FVTPL cost cost |
|
| Trade receivables Margin money deposits with banks Cash and cash equivalents Bank balances other than cash and cash equivalents above Security deposits Loans Interest accrued on fxed deposits |
11 10,001.53 - 11,396.79 - 13 1,712.22 - 1,820.62 - 12 702.39 - 173.21 - 5, 13 674.59 - 270.40 - 5, 15 80.22 - 15.53 - 14 51.33 - 70.75 - 15 51.39 - 58.32 - |
| Total Financial Assets | 13,273.67 - 13,805.62 - |
| Financial Liabili�es | As at March 31, 2021 As at March 31, 2020 |
|---|---|
| Notes Amor�sed FVTPL Amor�sed FVTPL cost cost |
|
| Borrowings Trade payables Payable for capital goods Interest accrued but not due on borrowings Security deposits received Lease liabili�es Unclaimed dividend |
18, 21, 23 22,026.91 - 25,501.24 - 22 21,612.66 - 18,715.68 - 23 1,166.56 - 532.03 - 23 83.04 - 224.69 - 23 124.53 - 103.09 - 3(b) 591.63 - 559.53 - 23 0.36 - 0.36 - |
| Total Financial Liabili�es | 45,605.69 - 45,636.62 - |
Fair value hierarchy
The fair values of the financial assets and liabili�es are included at the amount that would be received to sell an asset or paid to transfer a liability in an orderly transac�on between market par�cipants at the measurement date.
This sec�on explains the judgements and es�mates made in determining the fair values of the financial instruments that are
(a) recognised and measured at fair value and
(b) measured at amor�sed cost and for which fair values are disclosed in the financial statements. To provide an indica�on about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the Ind AS. An explana�on for each level is given below.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed Equity instruments, exchange traded funds and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the repor�ng period. The mutual funds are valued using the closing Net Assets Value (NAV), NAV represents the price at which, the issuer will issue further units and will redeem such units of mutual funds to and from the investors.
Level 2: The fair value of financial instruments that are not traded in an ac�ve market is determined using valua�on techniques which maximise the use of observable market data and rely as li�le as possible on en�ty-specific es�mates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. Instruments in the level 2 category for the Company include foreign exchange forward contracts. Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in this level.
There are no internal transfers of financial assets and financial liabili�es between Level 1, Level 2, Level 3 during the period. The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy level as at the end of the repor�ng period.
| Financial assets and liabili�es measure at fair value measurements |
As at March 31, 2021 As at March 31, 2020 |
|---|---|
| Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 |
|
| Financial Assets Investments |
- - - - - - |
Financial Statements
Financial Reports
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
| Financial assets Margin money deposits with banks Security deposits Loans Interest accrued on fxed deposits Financial liabili�es Borrowings Interest accrued but not due on borrowings Security Deposits received Financial assets and liabili�es measure at amor�sed cost for which fair values are disclosed |
As at March 31, 2021 As at March 31, 2020 |
|---|---|
| Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 |
|
| - - 1,712.22 - - 1,820.62 - - 80.22 - - 15.53 - - 51.33 - - 70.75 - - 51.39 - - 58.32 - - 22,026.91 - - 25,501.24 - - 83.04 - - 224.69 - - 124.53 - - 103.09 |
|
| Financial assets and liabili�es measured at amor�sed c | ost As at March 31, 2021 As at March 31, 2020 |
| Carrying Amount Fair Value Carrying Amount Fair Value |
|
| Financial Assets Security Deposits |
80.22 97.38 15.53 15.53 |
The carrying amounts of trade receivables, cash and cash equivalents, fixed deposit having maturity period upto 12 months and its interest accrued, export benefits receivable, current loans, current borrowings, trade payables and other financial liabili�es are considered to be approximately same as their value, due to the short- term maturi�es of these financial assets/liabili�es.
During the periods men�oned above, there have been no transfers amongst the levels of hierarchy.
Valua�on techniques used to determine fair value:
Specific valua�on techniques used to value financial instruments include:
-
the use of quoted market prices or dealer quotes for similar instruments.
-
the fair value of foreign exchange forward contracts is determined using forward exchange rates at the balance sheet date.
-
the fair value of the remaining financial instruments is determined using discounted cash flow analysis.
Note 36: CAPITAL MANAGEMENT
Risk management
The Company’s objec�ves when managing capital is to safeguard con�nuity, maintain a strong credit ra�ng and healthy capital ra�os in order to support its business and provide adequate return to shareholders through con�nuing growth. The Company’s overall strategy remains unchanged from previous year.
The Company determines the amount of capital required on the basis of annual business and long-term opera�ng plans which include capital and other strategic investments.
The funding requirements are met through a mixture of equity, internal fund genera�on and other long term borrowings. The Company’s policy is to use shortterm and long-term borrowings to meet an�cipated funding requirements.
For the purpose of the Company’s capital management, equity includes paid up capital, securi�es premium and other reserves. Net debt are long term and short term interest bearing debt as reduced by cash and cash equivalents, other bank balances (including earmarked balances) and current investments. The Company’s strategy is to maintain a gearing ra�o within 2:1.
The capital composi�on is as follows:
| The capital composi�on is as follows: | ||
|---|---|---|
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
| Gross debt (inclusive of long term and short term borrowing) | 22,026.91 | 25,501.24 |
| Less: - Cash and bank balances | 3,081.44 | 2,263.98 |
| Net debt | 18,945.47 | 23,237.26 |
| Total equity | 35,766.00 | 34,348.24 |
| Total capital | 54,711.47 | 57,585.50 |
| Net debt to equity ra�o | 0.53 | 0.68 |
Loan Covenants
Bank loans contain certain debt covenants rela�ng to limita�on on indebtedness, debt-equity ra�o, debt service coverage ra�o and fixed assets coverage ra�o. The Company has complied with these covenants during the repor�ng period.
Emerging Stronger Together | Resurgence through resilience and responsibility
105028
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
Note 37: FINANCIAL RISK MANAGEMENT
The Company’s ac�vi�es are exposed to market risk, liquidity risk and credit risk which may adversely impact the fair value of its financial instruments. In order to minimise any adverse effects on the financial performance of the Company, deriva�ve financial instruments, such as foreign exchange forward contracts are entered to hedge certain foreign currency risk exposures. Deriva�ves are used exclusively for hedging purpose and not as trading or specula�ve instruments.
| Risk | Exposure arising from | Measurement | Management |
|---|---|---|---|
| Credit risk | Cash and cash equivalents, trade | Ageing analysis | Diversifca�on of bank deposits, |
| receivables, deriva�ve fnancial | credit limits and le�ers of credit | ||
| instruments, fnancial assets | |||
| measured at amor�sed cost. | |||
| Liquidity risk | Borrowings and other liabili�es | Rolling cash fow forecasts | Availability of commi�ed credit lines |
| and borrowing facili�es | |||
| Market risk – foreign exchange | Future commercial transac�ons | Cash fow forecas�ng | Forward Foreign Exchange Contracts |
| Recognised fnancial assets and | Sensi�vity analysis | ||
| liabili�es not denominated in | |||
| Indian Rupee (`) | |||
| Market risk – interest rate | Long-term borrowings at | Sensi�vity analysis | Interest rate swaps |
| variable rates | |||
| Market risk – security prices | Investments in Bonds | Sensi�vity analysis | Por�olio diversifca�on |
The Company’s risk management is carried out by a central treasury department under policies approved by the Board of Directors. Company’s treasury team iden�fies, evaluates and hedges financial risks in close coopera�on with the Company’s respec�ve department heads. The Board provides wri�en principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of deriva�ve financial instruments and nonderiva�ve financial instruments, and investment of excess liquidity.
- A. Credit risk
Credit risk is the risk that counterparty will not meet its obliga�on under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its opera�ng ac�vi�es (primarly trade receivables) and from its financing ac�vi�es, including deposits with banks, investments in mutual funds, foreign exhange transac�ons and other financial instruments. The credit risk encompasses both the direct risk of default and the risk of deteriora�on of credit worthiness as well as concentra�on risks. To manage this, the Company periodically assesses the financial reliability of counter party, taking into account the financial condi�on, current economic trends, analysing the risk profile of the counter party and the analysis of historical bad debts and ageing of accounts receivable etc. Individual risk limits are set accordingly.
The Company determines default by considering the business environment in which the Company operates and other macro-economic factors. The Company considers the probability of default upon ini�al recogni�on of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each repor�ng period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the repor�ng date with the risk of default as at the date of ini�al recogni�on. It considers reasonable and suppor�ve forwarding-looking informa�on such as:
-
i) Actual or expected significant adverse changes in business;
-
ii) Actual or expected significant changes in the opera�ng results of the counterparty;
-
iii) Financial or economic condi�ons that are expected to cause a significant change to the counterparty’s ability to meet its obliga�ons;
-
iv) Significant increase in credit risk on other financial instruments of the same counterparty;
-
v) Significant changes in the value of the collateral suppor�ng the obliga�on or in the quality of the third-party guarantees.
- None of the financial instruments of the Company result in material concentra�on of credit risk. The carrying value of financial assets represent the maximum credit risk. Financial assets are wri�en off when there is no reasonable expecta�on of recovery, such as a debtor failing to engage in a repayment plan with the Company.
-
i) Trade receivables
The Company extends credit to customers in normal course of business. The Company considers factors such as credit track record in the market and past dealings for extension of credit to customers. Credit risk is managed through credit approvals, establishing credit limits, payment track record, monitoring financial posi�on of the customer and other relevant factors. Outstanding customer receivables are regularly monitored and reviewed.
The Company evaluates the concentra�on of risk with respect to trade receivables as limited, as its customers are located in several jurisdic�ons and industries and operate in largely independent markets. The exposure to customers is diversified and no substan�al concentra�on of risk as no single customer contributes more than 10% of revenue and of the outstanding receivables. Sales made in domes�c market predominantly are through agents appointed by the Company, the agents being del credere agents most of the credit risk emana�ng thereto is borne by agents and the Company’s exposure to risk is limited to sales made to customers directly. In case of direct sale, the Company has a policy of dealing only with credit worthy counter par�es. The credit risk related to such sales are mi�gated by taking advance, security deposit, le�er of credit, se�ng and monitoring internal limits on exposure to individual customers as and where considered necessary.
Financial Statements
Financial Reports
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
An impairment analysis which includes assessment for indicators of impairment is performed at each repor�ng date on an individual basis for all major customers and provision for impairment taken. The allowance reduces the net carrying amount.
ii) Financial Instruments and Cash Deposits
The Company maintains exposure in Cash and Cash equivalents, term deposits with banks and investments in mutual funds, the same is done a�er considering factors such as track record, size of the ins�tu�on, market reputa�on and service standards. Generally, the balances are maintained with the ins�tu�ons from whom the Company has also availed borrowings. Individual risk limits are set for each counter party based on financial posi�on, credit ra�ng and past experience. Credit risk and concentra�on of exposure are ac�vely monitored by the Company. None of the financial instruments of the Company result in material concentra�on of credit risk.
iii) The Ageing Analysis of the Trade Receivables (other than due from Related Par�es) has been considered from the date the Invoice falls due.
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
|---|---|---|
| Not Due | 6,616.48 | 6,491.81 |
| Up to 3 months | 2,456.50 | 3,890.93 |
| 3 to 6 months | 34.09 | 244.40 |
| More than 6 months | 225.08 | 201.90 |
| Total | 9,332.15 | 10,829.04 |
During the year and previous year, the Company made no write-offs of trade receivables. For the movement of provision for doub�ul debts Refer Note 11.
B. Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to se�le or meet its obliga�ons, by delivering cash or other financial assets, on �me or at a reasonable price. For the Company, liquidity risk arises from obliga�ons on account of financial liabili�es – borrowings, trade and other payables, deriva�ve
The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabili�es when due, under both normal and stressed condi�ons, without incurring unacceptable losses or risking damage to the Company’s reputa�on. The Company manages liquidity risk by maintaining adequate cash and drawable reserves, by con�nuously monitoring forecast and actual cash flows and matching the maturity profiles of the financial assets and liabili�es.The Company regularly monitors liquidity posi�on through rolling forecast based on es�mated free cash flow generated from business. The Company invests its surplus funds in bank fixed deposits and liquid schemes of mutual funds, which carry no/negligible mark to market risks.
i) Financing Arrangements
The Company had access to the following undrawn borrowing facili�es at the end of the repor�ng period:
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
|---|---|---|
| Floa�ng rate | ||
| - Expiring within one year (Packing credit, cash credit, post shipment credit and term loans) | 3,547.00 | 5,315.00 |
| - Expiringbeyond oneyear(Term Loans) |
2,358.00 | - |
| Total |
5,905.00 | 5,315.00 |
The working capital facili�es may be drawn at any �me and may be terminated by the bank without no�ce.
ii) Maturi�es of Financial Liabili�es
The tables below analyse the Company’s financial liabili�es into relevant maturity groupings based on their contractual maturi�es for:
-
all non deriva�ve financial liabili�es, and
-
net and gross se�led deriva�ve financial instruments for which the contractual maturi�es are essen�al for an understanding of the �ming of the cash flows.
| As at March 31, 2021 | Less than 1 year | Between 1 and 5 years | Beyond 5 Years | Total |
|---|---|---|---|---|
| Maturi�es of non – deriva�ve fnancial liabili�es | ||||
| Long term borrowings | 3,912.69 | 15,541.11 | - | 19,453.00 |
| Short term borrowings | 2,573.11 | - | - | 2,573.11 |
| Interest accrued and not due | 83.04 | - | - | 83.04 |
| Lease liabili�es | 341.93 | 249.70 | - | 591.63 |
| Trade payables | 21,612.66 | - | - | 21,612.66 |
| Other fnancial liabili�es | 1,291.45 | - | - | 1,291.45 |
| Total | 29,814.88 | 15,790.81 | - | 45,605.69 |
Emerging Stronger Together | Resurgence through resilience and responsibility
107028
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
| As at March 31, 2020 | Less than 1 year | Between 1 and 5 years | Beyond 5 Years | Total |
|---|---|---|---|---|
| Maturi�es of non – deriva�ve fnancial liabili�es | ||||
| Long term borrowings | 2,973.71 | 14,650.60 | 1,756.74 | 19,381.05 |
| Short term borrowings | 6,120.19 | - | - | 6,120.19 |
| Interest accrued and not due | 224.69 | - | - | 224.69 |
| Lease liability | 311.02 | 248.51 | - | 559.53 |
| Trade payables | 18,715.68 | - | - | 18,715.68 |
| Other fnancial liabili�es | 635.48 | - | - | 635.78 |
| Total | 28,980.77 | 14,899.11 | 1,756.74 | 45,636.62 |
C. Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity or commodity prices will affect the Company’s income/cash flows or the value of its holdings of financial instruments. The objec�ve of market risk management is to manage and control market risk exposures within acceptable parameters, while op�mising the return.
The sensi�vity analysis excludes the impact of movements in market variables on the carrying value of postemployment benefit obliga�ons provisions and on the non-financial assets and liabili�es. Financial instruments affected by market risk include receivables, loans and borrowings, advances, deposits, investments and deriva�ve financial instruments. The sensi�vity of the relevant profit and loss item is the effect of the assumed changes in respec�ve market risks.
The Company’s ac�vi�es expose it to risks on account of changes in foreign currency exchange rates and interest rates.
The Company uses deriva�ve financial instruments such as foreign exchange forward contracts of varying maturity depending upon the underlying contract as a risk management strategy to manage its exposures to foreign exchange fluctua�ons and interest rate.
i) Foreign currency risk
Currency risk is the risk that the fair value of a financial instrument or future cash flows fluctuate because of changes in market price of the func�onal currency. The Company is exposed to foreign exchange risk on their receivables, payables and foreign currency loans which are mainly held in the United State Dollar (“USD”), the Euro (“EUR”), Bri�sh Pound (‘GBP’), the Swiss Franc (“CHF”) and Japanese Yen (“JPY”). Consequently, the Company is exposed primarily to the risk that the exchange rate of the Indian Rupees (“`”) rela�ve to the USD, the EUR, the CHF, and the CNY may change in a manner that has a material effect on the reported values of the Company’s assets and liabili�es that are denominated in these foreign currencies.
The Company evaluates exchange rate exposure arising from foreign currency transac�ons and follows established risk management policy wherein exposure is iden�fied, a benchmark is set and monitored closely for suitable hedges, including minimising cross currency transac�ons, using natural hedge and the use of deriva�ves like foreign exchange forward contracts to hedge exposure to foreign currency risk.
The Company’s exposure to foreign currency risk at the end of the repor�ng period are as under -
| As at March 31, 2021 As at March 31, 2020 Foreign Currency exposure in Foreign Currency exposure in |
|
|---|---|
| USD EUR GBP JYP CHF USD EUR GBP JYP CHF |
|
| Financial assets - Trade receivables - Advance to Suppliers - Capital advances - Cash and Cash equivalents - Bank balances - Other fnancial assets |
4,789.40 531.99 469.79 - - 5,786.70 508.15 164.49 - - 713.33 60.33 5.84 7.88 - 78.25 36.50 8.26 - 11.52 87.16 211.02 6.12 3.12 8.03 12.33 - - - - 11.40 - - - - 7.82 - - - - 281.59 - - - - 324.12 - - - - 3.20 - - - - - - - - - |
| Net exposure to foreign currency risk (Assets) |
5,886.08 803.34 481.45 11.00 8.03 6,209.22 544.65 172.75 - 11.52 |
| As at March 31, 2021 As at March 31, 2020 Foreign Currency exposure in Foreign Currency exposure in |
|
| USD EUR GBP JYP CHF USD EUR GBP JYP CHF |
|
| Financial liabili�es - Term loans from banks - Working capital and buyers credit from banks - Trade payables - Creditors for Capital Purchases - Advance from Customers - Accrued interest on borrowings |
558.91 - - - - 1,413.42 - - - - 1,713.30 - - - - 1,636.70 - - - - 4,595.09 68.09 - - - 3,384.67 45.06 - - - 12.28 112.48 1.24 - 1.14 3.91 290.23 - - - 330.36 0.20 - - - 151.89 4.61 - - - 12.78 - - - - 17.15 - - - - |
| Net exposure to foreign currency risk (Liabili�es) |
7,222.72 180.77 1.24 - 1.14 6,607.74 339.90 - - - |
| Net open exposure | (1,336.64) 622.57 480.21 11.00 6.89 (398.52) 204.75 172.75 - 11.52 |
Financial Reports Financial Statements
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
Sensi�vity to foreign currency risk
The following table demonstrates the foreign exchange sensi�vity by assuming rates shi� in the USD, EUR, CHF, CNY and other currencies with all other variables held constant. The impact below on the Company’s profit/equity before considering tax impact is due to changes in the fair value of unhedged foreign currency monetary assets and liabili�es at balance sheet date:
Currencies / Sensi�vity |
As at March 31, 2021 As at March 31, 2020 |
|---|---|
| Increase by 4% Decrease by 4% Increase by 4% Decrease by 4% Gain/(Loss) Gain/(Loss) |
|
| USD EUR GBP JPY CHF |
(31.11) 31.11 40.60 (40.60) 24.90 (24.90) 8.19 (8.19) 19.21 (19.11) 6.91 (6.91) 0.44 (0.44) - - 0.28 (0.28) 0.46 (0.46) |
Based on the movements in the foreign exchange rates historically and the prevailing market condi�ons as at the repor�ng date, management has concluded that the above men�oned rates used for sensi�vity are reasonable benchmarks. Apprecia�on and deprecia�on of USD with respect to the func�onal currency would result in increase and decrease in carrying value of property, plant and equipment by approximately 22.36 lakhs as at March 31, 2021 (Previous year: 56.54 lakhs).
- II Interest rate risk
For the Company, the interest risk arises mainly from debt obliga�ons with floa�ng interest rates. To mi�gate interest rate risk, the Company closely monitors market interest and as appropriate makes use of hedged products and op�mise borrowing mix / composi�on.
Interest rate risk is measured by using the cash flow sensi�vity for changes in variable interest rate. The Company uses a mix of interest rate sensi�ve financial instruments to manage the liquidity and fund requirements for its day to day opera�ons like vendor bill discoun�ng, suppliers’ and buyers’ credit. The risk is managed by the Company by maintaining an appropriate mix between fixed and floa�ng rate borrowings. As the Company does not have exposure to any floa�ng interest bearing assets, its interest income and related cash flows are not affected by changes in the market interest rates.
| interest rates. | ||
|---|---|---|
| a) Interest rate risk exposure: |
||
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
| Variable rate borrowings | 18,253.80 | 18,181.05 |
| Fixed rate borrowings | 3,773.11 | 7,320.19 |
| **Total borrowings ** | 22,026.91 | 25,501.24 |
As at the end of the repor�ng period, the Company had the following variable rate borrowings and interest rate swap contracts outstanding:
| Par�culars |
As at March 31, 2021 As at March 31, 2020 |
|---|---|
| Weighted average Balance % of total loans Weighted average Balance % of total loans interest rate interest rate |
|
| Borrowings - Term Loan | 9.43% 18,253.80 83% 8.78% 18,181.05 71% |
| Net exposure to cash fow interest rate risk |
18,253.80 18,181.05 |
b) Interest rate Sensi�vity
The following table illustrates the sensi�vity of profit and equity before considering tax impact to a reasonably possible change in interest rate of 50 basis point increase or decrease. The calcula�ons are based on the risk exposures outstanding at the balance sheet date.
Par�culars |
Impact on Proft |
|---|---|
| As at March 31, 2021 As at March 31, 2020 |
|
| Interest rates - increase by 50 basis points Interest rates - decrease by 50 basis points |
(91.27) (90.91) 91.27 90.91 |
*Holding all other variables constant including change in interest subsidy
Emerging Stronger Together | Resurgence through resilience and responsibility
109028
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
IV Price risk
- (a) Exposure
The Company is mainly exposed to the price risk due to its investment in mutual funds. The price risk arises due to uncertain�es about the future market values of these investments. In order to manage its price risk arising from investments in mutual funds, the Company diversifies its por�olio in accordance with the limits set by the risk management policies.
- (b) Sensi�vity
The table below summarises the impact of increases/decreases of 0.75% increase in price of Mutual Fund / Bond.
| Par�culars |
Impact on Proft |
|---|---|
| As at March 31, 2021 As at March 31, 2020 | |
| Increase in price 0.75% (March 31, 2020 - 0.75% ) Decrease in price 0.75% (March 31, 2020 - 0.75% ) |
- - - - |
Note 38: CONTINGENT LIABILITY DISCLOSURE
| Note 38: CONTINGENT LIABILITY DISCLOSURE | ||
|---|---|---|
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
| Excise, Customs and Service Tax Ma�ers | 1,091.04 | 911.86 |
| Income Tax Ma�ers | 6.32 | 26.32 |
| Claims against Company not acknowledged as debts | 488.27 | 127.82 |
The Hon’ble Supreme Court of India, through a ruling in February 2019, provided interpreta�on on the components of Salary on which the Company and its employees are to contribute towards Provident Fund under the Employee’s Provident Fund Act. Based on the current evalua�on, the Company believes it is not probable that certain components of Salary paid by the Company will be subject to contribu�on towards Provident Fund due to the Supreme Court order. The Company will con�nue to monitor and evaluate its posi�on based on future events and developments.
Notes:
(a) It is not prac�cable for the Company to es�mate the �ming of cash ou�lows, if any, in respect of the above pending resolu�on of the respec�ve proceedings.
(b) The Company does not expect any reimbursements in respect of the above con�ngent liabili�es.
Descrip�on of con�ngent liabili�es:
Excise, Customs and Service Tax Ma�ers
The Company has ongoing disputes with tax authori�es mainly rela�ng to availment of input tax credit on certain items and classfica�on of finished goods.
Income Tax Ma�ers
The Company has ongoing disputes with Income tax authori�es rela�ng to tax treatment of certain items. These mainly includes disallowed expenses, claimed by the Company as deduc�ons.
Claims against Company not Acknowledged as Debts
Represents a claim disputed by the Company wherein the Company has filed an applica�on for dismissal of the ma�er.
Note 39: CAPITAL AND OTHER COMMITMENTS
| Par�culars | Par�culars | As at March 31, 2021 | As at March 31, 2020 |
|---|---|---|---|
| (a) | Capital Commitments | ||
| Es�mated value of Contracts in Capital Account remaining to be | |||
| executed (Net of Capital Advances) | 2,566.51 | 1,629.69 | |
| (b) | Other Commitments | ||
| Custom duty on pending export obliga�on for import under advance | |||
| License and EPCG | 612.33 | 789.11 |
Financial Statements
Financial Reports
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
Note 40: EARNINGS PER SHARE
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
|---|---|---|
| Proft a�er Tax (A) (₹ in lakhs) | 1,409.00 | 1,740.56 |
| Weighted average number of equity shares outstanding during the year (B) | 50,008,095 | 48,141,812 |
| Weighted average number of equity shares for basic earning per share | 50,008,095 | 48,141,812 |
| Adjustments for diluted earning per share - Op�ons | 214,943 | 54,170 |
| Weighted average number of equity shares for diuted earning per share ( C) | 50,223,038 | 48,195,982 |
| Basic earnings per share (A)/(B) | 2.82 | 3.61 |
| Diluted earnings per share (A)/(C) | 2.81 | 3.61 |
| Nominal value of an equity share (`) | 10.00 | 10.00 |
Note 41: DISCLOSURE FOR MICRO, MEDIUM AND SMALL ENTERPRISES
| Par�culars | As at March 31, 2021 | As at March 31, 2020 |
|---|---|---|
| Principal amount due to suppliers registered under the MSMED Act and | ||
| remaining unpaid as at year end | 1,073.50 | 1,057.66 |
| Interest due to suppliers registered under the MSMED Act and remaining | ||
| unpaid as at year end | 46.02 | 53.91 |
| Principal amounts paid to suppliers registered under the MSMED Act, beyond | ||
| the appointed day during the year | 4,234.31 | 3,298.83 |
| Interest paid, under Sec�on 16 of MSMED Act, to suppliers registered under the | ||
| MSMED Act, beyond the appointed day during the year |
8.95 | - |
| Interest paid, other than under Sec�on 16 of MSMED Act, to suppliers registered | ||
| under the MSMED Act, beyond the appointed day during the year |
- | - |
| Interest due and payable towards suppliers registered under MSMED Act, for | ||
| payments already made | 46.02 | 45.36 |
| Further interest remaining due and payable for earlier years. | 65.98 | 21.02 |
Note 42: DISCLOSURE PURSUANT TO THE REGULATION 34(3) READ WITH PARA A OF SCHEDULE V OF SEBI LISTING REGULATIONS, 2015
There are no loans and advances, in the nature of loans to firms/ companies in which directors are interested outstanding during the year ended March 31, 2021 and March 31, 2020.
Note 43: RESEARCH AND DEVELOPMENT EXPENDITURE
Details of Research and Development expenses incurred during the year, debited to the Statement of Profit and Loss account are 1,115.71 Lakhs (March 31, 2020 837.09 Lakhs), which includes materials cost, power cost, employee cost and other expenses.
Note 44: OFFSETTING FINANCIAL ASSETS AND FINANCIAL LIABILITIES
There are no financial assets or financial liabili�es which are subject to offse�ng as at March 31, 2021 and March 31, 2020, since the Company neither has enforceable right or an intent to se�le on net basis or to realise the asset and se�le the liability simultaneously. Further, the Company has no enforceable master ne�ng arrangements and other similar arrangements as at March 31, 2021 and March 31, 2020.
Emerging Stronger Together | Resurgence through resilience and responsibility
111028
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
Note 45: RELATED PARTY DISCLOSURES
| (i) Rela�onships | |
|---|---|
| Holding Company | Mandawewala Enterprises Limited |
| Key Management Personnel | Mr. Abhishek Mandawewala |
| Mrs. Khushboo Mandawewala (w.e.f July 29, 2019) | |
| Rela�ves | Mr. R.R. Mandawewala |
| Mrs. Pra�ma Mandawewala | |
| Mrs. Khushboo Mandawewala (upto July 28, 2019) | |
| Mr. Yash Mandawewala | |
| Other Related par�es | Mertz Estates Limited |
| Welspun Global Brands Limited | |
| Welspun Corp Limited | |
| Welspun Usa Inc | |
| Welspun Steel Limited | |
| AYM Syntex Limited Superannua�on Trust | |
| Welspun Flooring Limited | |
| Welspun India Limited |
Financial Statements
Financial Reports
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
| - All transac�ons were made on normal commercial terms and condi�ons and at market rates. - All outstanding balances are unsecured and repayable in cash. |
Holding Enterprises over which Key Management Personal Exercise signifcant infuence or Key Management Personal Rela�ves of Key Company control and with whom transac�ons have taken place during the year Management Personal Mandawewala Mertz Welspun Welspun Welspun Welsupn AYM Syntex Mr. Abhishek Mrs. Khushboo Mrs. Khushboo Enterprises Estates India Global USA Flooring Limited Mandawewala Mandawewala Mandawewala Limited Limited Limited Brands Inc Limited Superannu Limited a�on Trust |
Transac�ons during the year Intercorporate deposits received - - - - - - - - - - (28.12) - - - - - - - - - Issue of equity shares - - - - - - - - - - (2,428.12) - - - - - - - - - Cross charge 14.00 - - - - - - - - - (14.99) - - - - - - - - - Interest expense 108.00 - - - - - - - - - (198.60) - - - - - - - - - Salary - - - - - - - 98.29 25.68 - - - - - - - - (73.56) (19.85) (9.57) Purchase of goods/services/ expenses incurred 7.67 267.22 47.71 7,135.62 6.58 51.21 - - - - - (356.29) (147.10) (2,470.07) (11.92) (2.16) (2.72) - - - Sale of goods - - 5,002.32 - - 3,030.20 - - - - - - (11.58) - - (1,143.61) - - - - Closing balance Intercorporate deposits received 1,200.00 - - - - - - - - - (1,200.00) - - - - - - - - - Debtors - - 642.23 - - 188.55 - - - - - - (11.18) - - (609.44) - - - - Creditors - - - 259.05 26.22 50.80 - - - - (24.22) - (134.67) (834.31) (19.64) (2.16) - - - - |
|---|---|---|
Emerging Stronger Together | Resurgence through resilience and responsibility
113028
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
Note 46: SEGMENT INFORMATION
Informa�on about Primary Business Segment
Iden�fica�on of Segments :
The Company is engaged in the business of Synthe�c Yarn which in the context of Ind AS 108 on Segment Repor�ng are considered to cons�tute single primary business segment.
The chief opera�onal decision maker monitors the opera�ng results of its Business segment separately for the purpose of making decision about profit or loss in the financial statements, Opera�ng segment have been iden�fied on the basis of Geographical segment and other quan�ta�ve criteria specified in the Ind AS 108.
(i) Segment Revenue :
The segment revenue is measured in the same way as in the statement of profit or loss.
| Segment Revenue | 1 For theyear ended March 31, 202 For theyear ended March 31, 2020 |
|---|---|
| India Outside India Total India Outside India Total |
|
| Total segmental revenue* | 55,150.78 39,590.25 94,741.03 62,419.25 40,378.38 102,797.63 |
*excluding other income
The Company is domiciled in India. The amount of its revenue from external customers broken down by loca�on of the customers is shown in the table below.
| Revenue from outside India | For theyear ended March 31, 2021 | For theyear ended March 31, 2020 |
|---|---|---|
| Australia and New Zealand | 11,135.00 | 11,779.63 |
| European Union | 5,833.75 | 3,874.96 |
| U.S.A | 4,894.75 | 5,141.94 |
| U.K. | 2,373.05 | 2,417.18 |
| Others | 15,353.70 | 17,164.67 |
| Total | 39,590.25 | 40,378.38 |
- (ii) Segment Assets :
Segment assets are measured in the same way as in the financial statements. These assets are allocated based on the opera�ons of the segment and the physical loca�on of the asset.
| Segment Assets | As at March 31, 2021 As at March 31, 2020 |
|---|---|
| India Outside India Total India Outside India Total |
|
| Carrying amount of segment assets Addi�ons to non-current assets# |
66,509.35 9,757.58 76,266.93 69,175.75 6,705.94 75,881.69 2,992.02 - 2,992.02 1,541.06 - 1,541.06 |
| Total segment assets | 69,501.37 9,757.58 79,258.95 70,716.81 6,705.94 77,422.75 |
| Unallocated: Right-of-use assets Deferred tax assets (net) Income tax assets (net) Investments |
- - 519.15 - - 396.20 - - 3,674.34 - - 3,589.55 - - 43.43 - - 73.51 - - - - - |
| Balance Sheet Assets | - 83,495.87 - - 81,482.01 |
Addi�ons to non-current assets also includes expenditure incurred on capital work-in-progress.
- (iii) Segment Liabili�es :
Segment liabili�es are measured in the same way as in the financial statements. These liabili�es are allocated based on the opera�ons of the segment and the physical loca�on of the liability.
| Segment Liabili�es | As at March 31, 2021 As at March 31, 2020 |
|---|---|
| India Outside India Total India Outside India Total |
|
| Carrying amount of segment liabili�es Addi�ons to non-current liabili�es |
20,010.39 5,692.57 25,702.96 21,484.14 148.39 21,632.53 - - - - - - |
| Total segment liabili�es | 20,010.39 5,692.57 25,702.96 21,484.14 148.39 21,632.53 |
| Unallocated: Borrowings |
- - 22,026.91 - - 25,501.24 |
| Balance Sheet Liabili�es | - - 47,729.87 - - 47,133.77 |
Addi�ons to non-current liabili�es also includes external commercial borrowings (ECB).
Financial Statements
Financial Reports
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
Note 47: EMPLOYEE STOCK OPTION PLAN DISCLOSURE FOR IND AS
The establishment of the AYM Employee Stock Op�on (AYMSOP 2018) was approved by shareholders at Extra Ordinary general mee�ng in 2018.
The Employee Stock Op�on Plan is designed to provide incen�ves to employees as determined by NRC Commi�ee to improve performance of employees and deliver long-term return
The employees covered under this scheme are as follows
-
(a) a permanent employee of the Company working in India or out of India or
-
(b) a director of the Company, whether a whole �me director or not, or
And excludes
-
(i) an employee who is outside India and who is an employees of the subsidiary, holding or associate of the Company;
-
(ii) applicable for directors of the Company other than promoter director, independent director a director who either by himself or through his rela�ves or through any body corporate, directly or indirectly holds more than 10% of the outstanding Shares of the Company.
Under the plan, par�cipants are granted op�ons which vest upon in the following manner:-
The Grant date is August 13, 2018
| The Grant date is August 13, 2018 | |
|---|---|
| Ves�ng propor�on | Date of ves�ng |
| 10% of the op�ons granted | 13-Aug-19 |
| 10% of the op�ons granted | 13-Aug-20 |
| 20% of the op�ons granted | 13-Aug-21 |
| 20% of the op�ons granted | 13-Aug-22 |
| 40% of the op�ons granted | 13-Aug-23 |
The condi�on of the ves�ng are such that the NRC shall take into account the strength and competency of the employee viz a viz business challenges and past track record of the employee in terms of achievements of targets and milestones.
Once vested, the op�on remains excercisable for a period of one year
Op�ons are granted under the plan for no considera�on and carry no dividend or vo�ng rights.
When exercisable, each op�on is conver�ble into one equity share. The exercise price of the op�ons shall not be less than face value of equity share and shall not exceed market price of the equity share of the Company as on the date of grant of Op�on.
Set out below is a summary of op�ons granted under the plan
| As at March 31, 2021 As at March 31, 2020 | |
|---|---|
| Average exercise price Number of Average exercise price Number of Per share op�on( **)**<br>**Op�ons**<br>**Per share op�on(**)Op�ons |
|
| Opening balance Granted during the year Exercised during the year Cancelled during the year |
10 614,020 10 781,700 - - - - 10 60,190 10 68,880 - 80,550 - 98,800 |
| Closing balance | - 473,280 10 614,020 |
| Vested and exercisable |
- - - - |
The weighted average share price at the date of exercise of op�ons exercised during the year ended 31 March 2020 was ` 26.65 per share.
No op�on expired during the periods covered in the above tables.
Share op�on outstanding at the end of the year have the following expiry date and exercise price.
| Grant date | Expiry date | Exercise price | Share op�ons | Share op�ons |
|---|---|---|---|---|
| (INR) | March 31, 2021 | March 31, 2020 | ||
| 13-Aug-18 | 13-Aug-20 | 10 | - | 61,402 |
| 13-Aug-18 | 13-Aug-21 | 10 | - | 61,402 |
| 13-Aug-18 | 13-Aug-22 | 10 | 118,320 | 122,804 |
| 13-Aug-18 | 13-Aug-23 | 10 | 118,320 | 122,804 |
| 13-Aug-18 | 13-Aug-24 | 10 | 236,640 | 245,608 |
| Total | 473,280 | 614,020 |
Weighted Average remaining contractual life of op�ons outstanding at end of period
2.36 years 3.03 years
Emerging Stronger Together | Resurgence through resilience and responsibility
115028
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
The fair value at grant date of op�ons granted was ` 41.20
The fair value at grant date is determined using Black Scholes Model which takes into account the exercise price, the term of the op�on, the share price at grant date and expected price vola�lity of the underlying share, the expected dividend yield and the risk free interest rate for the term of the op�on.
The model input for the op�on granted during the year ended March 31, 2021 included:
a) Op�ons are granted for no considera�on and vest upon comple�on of service for a period of one year. Vested op�ons are exercisable for a period of one year a�er ves�ng.
| a�er ves�ng. | ||
|---|---|---|
| b) | Exercise Price: | `10 |
| c) | Grant Date: | August 13, 2018 |
| d) | Expiry Date: | August 13, 2024 |
| e) | Share Price at the Grant Date: | `41.2 |
| f) | Expected Price Vola�lity of the Company’s Shares: | 41.22% |
| g) | Expected Dividend Yeild: | 0.00% |
| h) | Risk Free Interest Rate: | 7.61% |
| The expected price vola�lity is based on historic vola�lity | (Based on the remaining life of the op�on), adjusted for any expected changes to future vola�lity | |
| due to publicly available informa�on. |
Expenses arising from share-based payment transac�ons
Total expenses arising from share based payment transac�ons recognised in profit or loss as part of employee benefit expenses were as follow:
| Par�culars | As at March 31, 2021 | As at March 31, 2020 | ||
|---|---|---|---|---|
| Employee-share based expense | 31.59 | 59.10 | ||
| Note 48: DISCLOSURES IN RELATION | TO CORPORATE SOCIAL RESPONSIBILITY EXPENDITURE | |||
| Par�culars | As at March 31, 2021 | As at March 31, 2020 | ||
| Corporate social responsibility expenditure: | ||||
| Implemen�ng and suppor�ng educa�on | program | 6.29 | 14.82 | |
| Provision of safe drinkingwater | 12.72 | 37.94 | ||
| 19.01 | 52.76 | |||
| Amount Unspent, of Earlier Years as per Sec�on 135 of the Act | - | 4.01 | ||
| Amount Required to be Spent During the Year, as per Sec�on 135 of the Act | 17.29 | 41.89 | ||
| Amount spent during the year on | ||||
| (i) Construc�on/acquisi�on of an asset | - | - | ||
| (ii) On purposes other than (i) above | 17.29 | 52.76 | ||
| (iii) Excess spent as at March 31, 2021 are carry forward for next year | 1.72 | - | ||
| 19.01 | 52.76 | |||
| DETAILS OF EXCESS CSR EXPENDITURE UNDER SECTION 135(5) OF THE ACT | ||||
| Balance excess spent as | Amount required to be spent | Amount spend during | Balance excess spent | |
| at 1 April 2021 | during the year | the year | as at March | 31, 2021 |
| - | 17.29 | 19.01 | (1.72) |
Financial Statements
Financial Reports
NOTES
to financial statements for the Year ended March 31, 2021
(All amounts in ` Lakhs, unless otherwise stated)
Note 49 : COVID 19 :
The opera�ons of the Company were impacted during the year on account of Covid 19 pandemic, however, the Company had taken adequate measures to curb the spread of COVID-19 to protect the health of its employees and ensure business con�nuity with minimal disrup�on including remote working, maintaining social distancing and sani�za�on of workspaces during the year at factory and office loca�ons. The Company has also evaluated the impact of this pandemic on its business opera�ons and the financial posi�on and made an assessment of its liquidity posi�on and the recoverability and carrying values of its assets as at the balance sheet date and has concluded that there are no adjustments required in the financial statements for the year ended March 31, 2021. Even though the Company is adequately prepared to tackle further disrup�ons in the business environment on account of Covid 19, the assessment of the extent and dura�on of the underlying impact on the business environment is a con�nuous process given the uncertainty associated with its nature and dura�on.
Note 50: Events occurring a�er the repor�ng date
No adjustments on account of events occuring a�er the repor�ng date have been iden�fied to the figures reported.
Notes forming part of the financial statements
The above Balance Sheet should be read in conjunc�on with the accompanying notes. This is the Balance Sheet referred to in our report of the even date.
For Price Waterhouse Chartered Accountants LLP For and on behalf of the Board of Directors Firm Registra�on No: 012754N/ N500016
Pankaj Khandelia Rajesh Mandawewala Abhishek Mandawewala Partner Chairman CEO and Managing Director Membership No. 102022 DIN 00007179 DIN 00737785 Place: Mumbai Himanshu Dhaddha Ashitosh Sheth Date: May 15, 2021 Chief Financial Officer Company Secretary
Emerging Stronger Together | Resurgence through resilience and responsibility
117028
NOTES
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Corporate Office
AYM Syntex Limited, 9 Floor, Trade World, B Wing, Kamala City, Senapati Bapat Road, Lower Parel (W), Mumbai - 400013, India +91-22-6163-7000 | +91-22-2493-7725 [email protected] | www.aymsyntex.com