The Board of Director's is pleased to present the 35th Annual Report of your company along with the Company's Audited Financial Statements for the financial year ended March 31, 2025.
1. FINANCIAL RESULTS:
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Particulars
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For Year ended March 31, 2025
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For Year ended March 31, 2024
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Revenue from Operations
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-
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74,62,316
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Other Income
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-
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39,178
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Total Revenue
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-
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75,01,494
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Gross Profit before Finance Cost, Depreciation and Tax
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(13,03,000)
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(1,04,64,991)
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Less: Finance Cost
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91,000
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5,40,369
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Less: Depreciation
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25,35,000
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41,35,766
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Profit before Prior Period Items and Tax
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(39,29,000)
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(1,51,41,127)
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Exceptional Items (Expense)
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18,04,54,000
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4,78,60,466
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Prior Period Items (Expense)
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-
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7,24,354
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Misc. Exp. Written Off
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-
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-
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Profit before Tax
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(18,43,83,000)
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(6,30,01,593)
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Tax Expense:
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(a) Current tax
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(b) Deferred Tax
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(2,27,000)
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(14,61,412)
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Profit for the Year
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(18,41,56,000)
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(6,22,64,534)
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2. COMPANY'S PERFORMANCE:
During the Finanical Year 2024-25 Company is not carrying any business and due to which Revenue From Opration & Income is Nil.
3. DIVIDEND:
The Company does not propose any Dividend for Financial Year 2024-2025.
4. TRANSFER TO RESERVES:
The Company does not propose to transfer any sum to the General Reserve of the
Company.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATIONANDPROTECTION FUND:
No amount has become due for transfer of Unclaimed Dividend to Investor Education and Protection Fund, in terms of the provisions of Section 125 of the Companies Act, 2013.
6. CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there was no change in the nature of the business of the Company.
7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
APPOINTMENT:
(a) Ambica Pal Sharma has been appointed as the Company Secretary and Compliance Officer of the Company with effect from 14th February, 2024.
(b) RETIRE BY ROTATION:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. PRAFUL RAMANLAL PANDYA (DIN No. 03381212) Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible offers him for reappointment. Your Board has recommended to re-appoint him as a Director of the Company.
8. PUBLIC DEPOSITS:
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public, was outstanding as on the date of the balance sheet.
9. SUBSIDIARY COMPANIES:
During the year under review, the Company does not have any subsidiary company.
10. COMPLIANCE WITH ALL THE APPLICABLE SECRETARIAL STANDARDS
During the year, the Company has complied with all the applicable Secretarial Standards.
11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Refer Sub-Clause (e) of Clause 23 "Management Discussion and Analysis"
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, your Company has not directly or indirectly -
a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials, if any;
b) given any guarantee or provided security in connection with a loan to any other body
corporate or person; and
c) Acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered during the financial year were on arm's length basis and in the ordinary course of Company's business. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Related party transactions under Accounting Standard - AS 18 are disclosed in the notes to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of sub¬ section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure - I to this report.
Pursuant to Regulation 23(9) of the SEBI (LODR) Regulations, 2015, the disclosure of Related Party Transactions, in the format specified in the accounting standards for the half year ended March 31, 2024 has been uploaded on the Exchange and the website of the company. During the Financial year under review, the Policy for related party transactions has not been changed and hosted on the website of the Company as per the requirement of the law. The web-link for the same is http://midasglitter.com/wp- content/uploads/2016/02/Policv-on-related-party-transactions.doc.pdf. The related party transactions, wherever necessary are carried out by company as per this policy. The policy has not been changed.
14. SHARE CAPITAL:
The paid up equity share capital of the company as on March 31, 2025 was Rs. 11,09,71,090. During the year under review, No changes occurred in the Share capital.
The company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the year.
15. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:
a. In the preparation of annual accounts for the year ended 31st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b. The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2025 and of the profit of the Company for the year under review;
The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
c. The Directors had prepared the annual accounts on a 'going concern' basis ;
d. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
e. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
16. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from all Independent Directors of the Company confirming that they meet the criteria of being Independence laid down in Section 149(6) of the Companies Act. Also, the Independent Directors have complied with the Code of Independent Directors prescribed in Schedule IV of the Act. There has been no change in the circumstances which may affect their status as Independent Director during the year.
17. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Nomination and Remuneration Committee has laid down the criteria for director's appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:
• the candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such other attributes which in the opinion of the Committee are in the interest of the Company;
• the candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act, 2013;
• the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and in SEBI (Listing Obligation and Disclosure Requirement) regulation, 2015, in case of appointment as an independent director; and
• The candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, corporate governance.
Pursuant to Section 134(3)(e) read with Section 178(3)& (4) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining
qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other employees is hosted on the website of the Company i.e. www.advancesyntex.in There has been no change in the policy since last financial year.
18. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and Individual Directors pursuant to the provisions of the Act.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, attendance, prior study of materials given, participation at the meetings, level and effectiveness of Committee meetings, etc.
19. ANNUAL RETURN:
As per the requirement of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return for the year 2024-25 has been placed on the website of the Company. The weblink of the same is www.advancesyntex.in
20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:
There were no material changes and commitments that have affected the financial position of the Company which have occurred between the financial year ended on March 31, 2025 and the report dated 30th August, 2025.
21. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report under regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 is not applicable to Company for the year under review ended 31st March, 2025. Therefore, there is no requirement to submit a separate report by the company.
22. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provision relating to Corporate Social Responsibility as provided under Section 135 of the Companies Act, 2013 is not applicable to the Company.
23. CORPORATE GOVERNANCE:
The Equity share of the Company was listed on the main platform of BSE w.e.f. July 01, 2019.
Thus in terms of Regulation 15(2) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the corporate governance provisions are applicable to the Company for Financial year 2024-2025. The Company has furnished the same as an Annexure-III.
24. SAFETY, ENVIRONMENT AND HEALTH:
The Company's commitment to excellence in Health and Safety is embedded in the Company's core values. The Company has a stringent policy which drives all employees to continuously break new ground in safety management for the benefit of people, property, environment and the communities where we operate on sites.
The Company respects human rights, values its employees and their communities. The Company considers safety, environment and health as the management responsibility. Regular employee training programs are in place throughout the Company on Safety, Environment and Health and has well identified and widely covered safety management system in place for ensuring , not only the safety of employees but surrounding population of the project sites as well.
25. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has constituted an Internal Committee headed by the Woman Director with other women employees, is also set up to redress complaints received which are monitored by women supervisors who are fully aware of the Policy and redressal mechanism. All employees of the Company, those of contractors as well as trainees are covered under this Policy. No complaint was received from any employee during the financial year 2023-2024 and hence no complaint is outstanding as on 31.03.2025 for redressal.
26. VIGIL MECHANISM POLICY:
There is a Vigil Mechanism Policy in the Company and that no personnel have been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The same has been updated on the website of the company and the web link is https://advancesyntex.in/wp- content/uploads/2023/06/VIGIL-MECHANISM.pdf
27. RISK MANAGEMENT:
Refer Sub-clause (D) in Clause 26 "Management Discussion and Analysis".
28. PERFORMANCE OF SUBSIDIARY / JOINT VENTURE / ASSOCIATES COMPANIES:
The Company does not have any Subsidiary, Joint Venture or Associates Company.
29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There is no order passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
30. PARTICULARS OF EMPLOYEES:
Pursuant to the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, no employee was drawing remuneration in excess of the limits set out in the said rules and hence no information is provided in this regard.
31. AUDITORS:
(i) STATUTORY AUDITORS:
M/s V. J. Amin & Co., Chartered Accountants, Vadodara the Statutory Auditors, resigned on 30.08.2024 and the Board and Audit committee has accepted the same.
Accordingly, being eligible, appointment of M/s. VRAJM & Associates, Chartered Accountants, Vadodara (FRN: 121458W), as Statutory Auditor of the Company is proposed, for a term of Five year to hold office from the conclusion of the 34th AGM to be held in the year 2024 until the conclusion of 39th AGM to be held in the year 2029, subject to the approval of the Members at the AGM to be held in the year 2024.
The Company has placed the matter of their appointment as Statutory Auditors of the Company for the approval of the members at this Annual General Meeting.
The Auditors' Report for the financial year ended March 31, 2024 does not contain any qualification, reservation, adverse remark or disclaimer.
(ii) SECRETARIAL AUDITOR:
In terms of Section 204 of the Companies Act 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 framed thereunder,
Mr. Devesh R Desai, Practicing Company Secretaries, Vadodara, was appointed as Secretarial Auditors of the company for the financial year 2024-2025. The Secretarial Audit Report as Submitted by them in the prescribed form MR-3 is attached as Annexure - "II" and forming part of this Report.
32. PREVENTION OF INSIDER TRADING AND CODE OF CONDUCT FOR FAIR DISCLOSURE:
The Company has adopted a code of conduct for Regulating, Monitoring and Reporting trading by Insiders in securities of the company. The code requires pre-clearance for dealing in the company's securities and prohibits the purchase or sale of securities of the
company by the directors and the Directors while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The company has also adopted a Code of Practices and Procedures for Fair Disclosure and Conduct of Unpublished price Sensitive information to formulate a stated framework and policy for prompt and fair disclosure of events and occurrences that could impact price discovery in the market for securities of the company. The policy is available on website i.e. www.midasglitter.com of the Company.
33. ACKNOWLEDGEMENT:
The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and Bankers, Government Authorities, employees at all levels and stakeholders, in furthering the interest of the Company.
For and on behalf of the Board
Mr. Bhavan Vora Mrs. Darshana Vora Director
Managing Director Whole Time Director
DIN: 01613974 DIN: 06718711
Date : 30.08.2025 Place: Vadodara
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