Yamuna Syndicate Ltd
Directors Reports
1.00 The Board hereby presents its Report for the year ended March 31, 2023.
2.00 FINANCIAL RESULTS AND HIGHLIGHTS:
2.01 The financial results of the Company are given below:
(Rs in Lakhs)
Particulars |
As at 31.03.2023 |
As at 31.03.2022 |
| I. ASSETS: |
|
|
| Fixed Assets |
31.56 |
28.95 |
| Other Non-current Assets |
4076.06 |
4071.40 |
| Current Assets |
3678.25 |
3446.73 |
| Total |
7785.87 |
7547.08 |
| II. EQUITY AND LIABILITIES: |
|
|
| Equity |
7658.92 |
7387.15 |
| Non-current Liabilities |
17.37 |
16.14 |
| Current Liabilities |
109.58 |
143.79 |
| Total |
7785.87 |
7547.08 |
|
For the year ended 31.03.2023 |
For the year ended 31.03.2022 |
| III. Revenue from Operations |
6837.45 |
6259.80 |
| Other Income |
794.49 |
454.07 |
Total Revenue |
7631.94 |
6713.87 |
| IV. Total Expenses |
6666.05 |
6057.94 |
V. Profit before Tax (III-IV) |
965.89 |
655.93 |
| VI. Tax Expenses including deferred tax |
77.91 |
50.99 |
| VII. Profit/(Loss) after Tax (V-VI) |
887.98 |
604.94 |
| VIII. Other Comprehensive Income/ (Expense) |
(1.48) |
1.01 |
| IX. Total Comprehensive Income for the year |
886.50 |
605.95 |
(VII+VIII) |
|
|
| X. Dividend paid during the year |
614.73 |
122.95 |
| XI. Balance carried to Profit & Loss Account |
271.77 |
483.00 |
| XII. Basic/Diluted earning per Share of Rs. 100/- each |
288.90 |
196.81 |
| (Figures in Rupees) |
|
|
3.00 WEBLINK OF THE ANNUAL RETURN:
3.01 The Annual Return for the year ended March 31, 2023, when filed, shall be placed
on the website of the Company at https://www.yamunasyndicate.com/AnnualReturn.html
4.00 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
4.01 Four Board Meetings were held during the year ended March 31, 2023.
5.00 DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 134(3)(c) OF THE COMPANIES ACT,
2013:
5.01 Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013
(‘the Act') and based on the representation received from the operating management,
your Directors hereby confirm that:
(a) In the preparation of the Annual Accounts for the financial year ended March 31,
2023, the applicable Accounting Standards have been followed and there are no material
departures;
(b) The Directors have selected such accounting policies with the concurrence of the
Statutory Auditors and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company for the
financial year;
(c) The Directors have taken proper and sufficient care, to the best of their knowledge
and ability, for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013. They confirm that there are adequate systems and
controls for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
(d) The Directors have 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 these financial controls are adequate and are operating effectively; and
(f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
6.00 DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE
COMPANIES ACT, 2013:
6.01 The Auditors have not reported any frauds under sub-section (12) of the section
143 Companies Act, 2013 and rules made there under to the Audit Committee or to the Board
of Directors.
7.00 STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF
THE COMPANIES ACT, 2013:
7.01 All the Independent Directors have furnished declarations that each of them meets
the criteria of Independence as provided in Sub-section (6) of Section 149 of the
Companies Act, 2013 and Rule 6(1) and (2) of the Companies (Appointment &
Qualification of Directors) fifth Amendment Rules, 2019.
8.00 POLICY ON DIRECTORS' APPOINTMENT/ REMUNERATION OF DIRECTORS/ KEY MANAGERIAL
PERSONNEL/ OTHER EMPLOYEES:
8.01 The Nomination and Remuneration Committee formulated the criteria for determining
qualifications, positive attributes and independence of a director and recommended to the
Board, a policy relating to the remuneration for the directors, key managerial personnel
and other employees. While formulating the policy, the Committee has taken into account:
i) that the level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate directors of the quality required to run the company
successfully;
ii) that relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
iii) that remuneration to directors, key managerial personnel and senior management
involves a balance between fixed and incentive pay reflecting short and long term
performance objectives appropriate to the working of the company and its goals.
8.02 The Nomination and Remuneration policy is available on the website at
www.yamunasyndicate.com/downloads/Nomination_and_Remuneration_Committee_Policy.pdf
9.00 EXPLANATION OR COMMENTS ON QUALIFICATION ETC., BY AUDITORS AND COMPANY SECRETARY
IN PRACTICE:
9.01 There is no qualification, reservation or adverse remark or disclaimer made by the
Statutory Auditors in the Auditors' Report or by the Company Secretary in Practice in
Secretarial Audit Report needing explanation or comments by the Board.
10.00 PARTICULARS OF LOANS/GUARANTEES/INVESTMENTS:
10.01 Particulars of Investment made, Loans given and/or Guarantee/Security provided
under Section 186 of the Companies Act, 2013 as at March 31, 2023, are as under:-
Sr.
No |
Particulars |
Face Value per share |
No. of Shares |
|
Value (Rs in Lakhs) |
| 1. |
Investment in Equity Shares : Isgec Heavy Engineering Ltd. |
Re 1/- |
As at 01.04.2022 |
33084798 |
4057.97 |
|
|
|
Investment during the year As at 31.03.2023 |
Nil 33084798 |
Nil 4057.97 |
2. |
Loan/Guarantee/ Security |
|
|
Nil |
Nil |
11.00 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
11.01 The Company has formulated a Policy on Materiality of Related Party transactions
and also on dealing with Related Party transactions as required under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Policy on Related Party
transactions has been disclosed on the website of the Company at:
http://www.yamunasyndicate.com/downloads/Policy_on_Materiality_of_Related_Party_Transactions_and_
on_Dealing_with_Related_Party_Transactions.pdf
11.02 All contracts, arrangements and transactions entered by the Company during the
financial year with related parties were in its ordinary course of business and were on
arm's length basis.
11.03 The particulars of contracts or arrangements with related parties referred to in
Section 188(1) of the Companies Act, 2013, are given in the prescribed Form AOC-2, annexed
as Annexure-1. .
12.00 STATE OF COMPANY AFFAIRS AND OPERATIONS INCLUDING MANAGEMENT DISCUSSION &
ANALYSIS:
12.01 Fiscal-2023 marked the first full year after the end of Covid pandemic. Business
activities remained smooth throughout the year, even though some trading sectors&
manufacturing units showed suppressed demand as well as poor capacity utilization.
12.02 Overall business performance of the Company during the year has been good.
Revenue from trading operations has been around 9% higher than the previous year. However,
the net profit (excluding dividend income) has remained stagnant owing to stiff
competition in the after-market, and pressure on margins for most of our traded products.
12.03 During the year, we successfully entered a new trading line in the form of
distribution of auto spare parts (V-belts, Seals, Antivibration Mountings, Coolant,
Radiator Hoses, Filters etc), manufactured by a reputed Company of the JK Group, called JK
Fenner. Our area of operation includes Yamunanagar & Kurukshetra Districts. In
addition, we are also making efforts to distribute these products in parts of Himachal
through our Branch there.
12.04 Our trading operations relating to automotive & industrial lubricants,
electricals, auto spare parts, and, to some extent, batteries are characterized by severe
competition as well as chaotic & unorganized after-market. As a result, margins
remained under pressure, and timely realization of outstandings a constant challenge.
12.05 The Retail Outlet (diesel/petrol pump) continued to remain an important business
segment during the year. In particular, demand for diesel was good during the cane
crushing season as well as owing to sizable procurement by Isgec Heavy Engineering Ltd.
The latter has now tapered off, as a result of which turnover during the financial year
ending March 31, 2024 is expected to be somewhat less than during the previous year.
12.06 Battery business was good during the year, and the Principals have been
appreciative. Prospects for the next year are bright, and the Principals have plans to
launch new products. This should help boost our revenues. Investment remained well under
control in the battery-related operations.
12.07 Trading of Gulf Oil automotive lubricants through our Himachal Pradesh Branch
during the year has been somewhat below our expectations. We need to reduce investment and
boost sales. Actions in this regard have been identified and we are working on these. We
expect improvement, diversification, as well as growth during the next year.
12.08 Regarding the future scenario, the overall economic situation during Fiscal-2024
appears somewhat uncertain owing to existing global geo-political situation and the
inherent possibilities of disruption of supply chains, and related business. Market
conditions are likely to remain difficult, and we expect growing competition in the
product segments currently handled by us. Owing to the stagnation in several sectors of
the economy, the demand situation will remain a cause for concern. Consequently, the
prices are unlikely to look up significantly.
12.09 Industrial relations continued to remain cordial and peaceful. With a view to
have good human resources, we continued to provide classroom and on the job training to
staff members. Our internal control systems were found to be adequate. We continue to
frequently review our systems and processes with a view to improve efficiency of working
and reduce costs & timelines.
12.10 As in previous years, we will continue to retain our focus on safety, quality and
customer service. We shall also endeavor to identify new product lines for the enhancement
of our trading operations. In addition, efforts would continue for cost control, and
efficient utilization of all our resources.
12.11 In compliance with SEBI (Listing Obligations & Disclosure Requirements)
(Amendment) Regulations, 2018, details of significant changes in key financial Ratio are
given in Annexure-2.
13.00 REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF ISGEC HEAVY
ENGINEERING LIMITED (ASSOCIATE COMPANY):
13.01 It was a good year for the Associate Company. There was over 17 % growth in the
revenue during the year mainly in the manufacturing business.
13.02 Profitability was much better due to higher margins in the Project business as
share of orders booked in the last year with higher margins was higher. Higher sales in
the Manufacturing business, which has typically better margin than EPC business also
contributed to higher profitability.
13.03 The order backlog as of April 1, 2023 is healthy for all lines of business of
Associate Company.
13.04 The Associate Company expects good opportunities for continued business due to:
The government's strong push towards infrastructure development with an allocation of
10 lakh crores in the Union Budget 2023-24 will create lucrative opportunities for the
heavy engineering industry. Increased focus on the infrastructure sector, affordable
housing, road networks, railway station and airport projects, will contribute to growth of
the Cement and Steel sectors. This will help business for Air Pollution Control Equipment,
Castings, Contract Manufacturing, Boilers, Boiler Manufacturing & Piping, and Civil
Construction;
Under the Ethanol Blending Programme (EBP), being promoted by the Government, Sugar and
Distillery projects are likely to come up in a big way and this will help strengthen the
Boilers and Sugar Plants & Distilleries businesses;
Investment in new petrochemical projects is expected to continue, which will benefit
Process Equipment, Boilers, and Air Pollution Control Equipment businesses.
The emission control equipment segment is poised to grow due to stringent emission
regulations in Power, Oil &Gas, Chemical and Fertilizer industries.
13.05 The Associate Company's wholly owned subsidiary company, Saraswati Sugar Mills
Limited, which commissioned its 100 KLPD Ethanol plant in Fiscal-2022, completed the first
full year of operation for the Ethanol Distillery unit.
14.00 CONSOLIDATED FINANCIAL STATEMENTS:
14.01 As required under Section 129(3) of the Companies Act, 2013, the Company has
prepared consolidated financial statements in respect to the Company and its Associate
Company-Isgec Heavy Engineering Limited.
14.02 Further, as required under Rule 5 of the Companies (Accounts) Rules 2014, a
statement in Form AOC-1 containing salient features of the financial statement of
Associate Company is annexed to the consolidated financial statements.
15.00 AMOUNTS TRANSFERRED TO RESERVES, IF ANY :
15.01 No amount was transferred to the Reserves during the year ended March 31, 2023.
16.00 DIVIDEND:
16.01 Your Directors are pleased to recommend a final dividend of Rs. 325/- per equity
share of 100/- each for the financial year ended March 31, 2023. The final dividend, if
approved and declared in the forthcoming Annual General Meeting, will result outflow of
Rs. 998.94 lakhs.
17.00 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
AFTER THE CLOSE OF THE YEAR:
17.01 There have been no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year and the
date of the report.
18.00 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS &
OUTGO:
18.01 The particulars, as required under the provisions of Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect
of conservation of energy and technology absorption, are annexed as Annexure- 3.
19.00 RISK MANAGEMENT POLICY:
19.01 The Board has developed and implemented a Risk Management Policy for the Company
for identifying elements of risk, which in the opinion of the Board may threaten the
existence of the Company. All efforts are taken to mitigate risks.
19.02 The Risk Management Policy is available on the website of the Company at
hhttps://www.yamunasyndicate.com/downloads/Risk_Management_Policy.pdf
20.00 CORPORATE SOCIAL RESPONSIBILITY:
20.01 Provisions of Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility) Rules, 2014 as amended from time to time, are not
applicable to the Company. Therefore the Company has not constituted Corporate Social
Responsibility Committee of the Board of Directors.
21.00 DETAILS OF FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND OF INDIVIDUAL DIRECTORS:
21.01 On the recommendation of the Nomination and Remuneration Committee, the Board has
finalized a policy specifying manner for effective evaluation of performance of the entire
Board, Committees, Independent Directors and Individual Directors. Such Policy is
available on the website of the Company.
21.02 The method of evaluation, as per the Evaluation Process, is to be done by
internal assessment through a detailed questionnaire to be completed by individual
Directors.
21.03 In accordance with the Companies Act and the Listing Requirements, the evaluation
is done once in a year, after close of the year and before the Annual General Meeting.
22.00 CHANGES IN NATURE OF BUSINESS, IF ANY:
22.01 There is no change in the nature of business of the Company during the year.
23.00 DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE
YEAR:
23.01 Mrs. Reva Khanna (DIN: 00413270) was re-appointed as an Independent Director
during the year in the 68th Annual General Meeting dated August 25, 2022 by way
of Special Resolution, for her second term of five years, until the conclusion of 73rd
Annual General Meeting to be held in year 2027.
23.02 Mr. Kishore Chatnani (DIN: 07805465) retired by rotation and was re-appointed as
a Non-Executive Director in the 68th Annual General Meeting dated August 25,
2022 .
24.00 STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR:
24.01 Mrs. Reva Khanna (DIN : 00413270), who was re-appointed during the year as
Non-Executive Independent Director, is a practicing qualified Chartered Accountant. She is
having experience for over five decades in Accountancy and Financial Management Skills.
24.02 Her name is included in the Independent Directors data bank of Indian Institute
of Corporate Affairs in compliance with the Rule 6(1) and 6(2) of Companies (Appointment
and Qualification of Directors), Rules, 2014 and she is exempted to clear proficiency
self-assessment test.
24.03 In the Performance Evaluation conducted during the year 2022-23, the performance
of Mrs. Reva Khanna was evaluated as satisfactory. She is effective and efficient in
discharging her responsibilities as an Independent Director of the Company. Accordingly,
in the Board's opinion, she is a person of integrity and possesses relevant expertise and
experience and that her association would be of immense benefit to the Company in future.
25.00 NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT
VENTURES, AND ASSOCIATES:
25.01 No new company has become or ceased to be a subsidiary, joint venture and
associate company during the year.
26.00 DEPOSITS :
26.01 The Company has not accepted any deposits from the public and as such, no amount
on account of principal or interest on deposits was outstanding as on the date of close of
the financial year.
27.00 DETAILS OF SIGNIFICANT & MATERIAL ORDERS:
27.01 There is no significant and material order passed by the regulators, courts or
tribunals impacting the going concern status and Company's operations in future.
28.00 INTERNAL FINANCIAL CONTROLS:
28.01 The Company has adequate internal financial controls with reference to financial
statements and these are working effectively.
29.00 MAINTENANCE OF COST RECORDS:
29.01 Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014 as amended from time to time, the provision of maintenance
of cost records is not applicable to the Company.
30.00 PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
30.01 The Company has in place a Policy on Prevention of Sexual Harassment in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. An Internal Complaint Committee has been set up to redress
complaints received regarding sexual harassment.
30.02 The Company has not received any compliant during the year under report and none
is pending. .
31.00 SECRETARIAL AUDIT REPORT:
31.01 The Board of Directors of the Company has appointed M/s. Pramod Kothari &
Company, Company Secretaries, to conduct the Secretarial Audit.
31.02 Pursuant to Section 204 of the Companies Act, 2013, a Secretarial Audit Report
given by Mr. Pramod Kothari of M/s. Pramod Kothari & Company, is annexed as
Annexure-4.
32.00 VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
32.01 The Board has framed Vigil Mechanism/ Whistle Blower Policy for Directors,
Stakeholders, Individual Employees and their Representative Bodies in accordance with
Sub-section (9) and (10) of Section 177 of the Companies Act, 2013 read with Rules made
there under, Regulation 4(2)(d) and Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015 and Regulation 9A(6) of the SEBI (Prohibition of
Insider Trading) Regulations, 2015, as amended from time to time. Details of Vigil
Mechanism/ Whistle Blower Policy are given in the Corporate Governance Report.
32.02 The Vigil Mechanism/Whistle Blower Policy has been disclosed on the website of
the Company at
https://www.yamunasyndicate.com/downloads/Vigil_Mechanism_Whistle_Blower_Policy.pdf
33.00 COMPOSITION OF AUDIT COMMITTEE:
33.01 The composition of Audit Committee is as below:-
S.No. |
Name of Committee Member |
Position |
| 1. |
Mrs. Reva Khanna (DIN: 00413270) |
Chairperson |
| 2. |
Mr. Kapil Bhalla (DIN: 00758498) |
Member |
| 3. |
Mr. Aditya Puri (DIN : 00052534) |
Member |
| 4. |
Mrs. Vandana Gupta (DIN : 08772740) |
Member |
33.02 There is no recommendation by the Audit Committee which has not been accepted by
the Board.
34.00 DISCLOSURE REGARDING REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE
COMPANIES ACT, 2013:
34.01 Disclosures regarding remuneration as required under Section 197(12) of the
Companies Act, 2013 are annexed as Annexure- 5.
34.02 Detail about the employees in receipt of remuneration of not less than one crore
and two lakh rupees or above throughout the financial year or eight lakh and fifty
thousand rupees per month during any part of the year as required under Rule 5(2) of the
Companies (Appointment & Remuneration of Managerial Personnel)Rules, 2014, is not
given in the Boards' Report, as there is no such employees.
35.00 REPORT ON CORPORATE GOVERNANCE:
35.01 Report on Corporate Governance for the year under review, as stipulated under the
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is annexed as
Annexure-6.
36.00 INDUSTRIAL RELATIONS:
36.01 Industrial relations remained peaceful.
37.00 SECRETARIAL STANDARDS:
37.01 The Company complies with all applicable Secretarial Standards.
38.00 PERSONNEL:
38.01 The Board wishes to express its appreciation to all the employees of the Company
for their contribution to the operations of the Company during the year.
39.00 ACKNOWLEDGEMENTS:
39.01 Your Directors take this opportunity to thank the Banks, Government Authorities,
Regulatory Authorities, and the Shareholders for their continued co-operation and support
to the Company.
40.00 With these remarks, we present the Accounts for the year ended March 31,
2023.
By Order of the Board
| Place : New Delhi |
(Kishore Chatnani) |
(Reva Khanna) |
| Dated : May 30, 2023 |
Director |
Director |
|
DIN :07805465 |
DIN: 00413270 |
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