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Directors Report of Synoptics Technologies Ltd.
Mar 31, 2025
Your Directorâs have pleasure in presenting the 17th Annual Report of the Synoptics Technologies
Limited (âThe Company) for the financial year ended on March 31, 2025.
1. FINANCIAL HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:
The Companyâs performance during the financial year ended 31st March, 2025 are summarized in
the following table:
|
PARTICULARS |
Standalone |
Consolidated |
||
|
2025 |
2024 |
2025 |
2024 |
|
|
Revenue from operations |
4322.37 |
4324.32 |
4327.17 |
4324.32 |
|
Other income |
11.07 |
17.89 |
11.48 |
17.34 |
|
Total Income |
4333.44 |
4342.21 |
4342.21 |
4341.66 |
|
EBITDA |
1133.08 |
1384.18 |
1133.65 |
1386.42 |
|
Tax Expenses: Current Tax |
158.10 |
189.44 |
158.10 |
189.70 |
|
Deferred Tax |
- |
- |
- |
- |
|
Profit / (Loss) for the Year |
403.76 |
600.37 |
404.23 |
600.68 |
|
Earning per Equity Share |
||||
|
Basic |
4.76 |
7.08 |
4.77 |
7.08 |
|
Diluted |
4.76 |
7.08 |
4.77 |
7.08 |
2. COMPANYâS PERFORMANCE REVIEW:
Consolidated Performance
⢠Total revenue (including other income) at T 4342.21 Lakhs, for the year 2025 as compared to
T 4341.66 Lakh in financial year 2024.
⢠Profit After Tax at T 404.23 Lakhs in financial year 2025 as against T 600.68 Lakhs in financial
year 2024.
⢠EBITDA stood at T 1133.65 Lakhs in financial year 2025 as against T 1386.42 Lakhs in
financial year 2024.
Standalone Performance
⢠Total revenue (including other income) at T 4333.44 Lakhs, for the year 2025 as compared to
T 4342.21 Lakh in financial year 2024.
⢠Profit After Tax at T 403.76 Lakhs in financial year 2025 as against T 600.37 Lakhs in financial
year 2024.
⢠EBITDA stood at T 1133.08 Lakhs in financial year 2025 as against T 1384.18 Lakhs in
financial year 2024.
Your Directorâs express their satisfaction on the overall financial performance and the progress
made by the Company during the year under review.
3. OPERATIONS AND CHANGE IN NATURE OF BUSINESS, IF ANY:
The Company continues to be engaged in the business of trading in IT products and of providing
information & Telecom Technology (IT) networking solutions by way of
LAN/WAN/Wireless/RF/OFC/VPN & Managed Services and installation services along with providing
end to end business support service solutions and data integration, business process workflows,
business applications, messaging, networking, communication development services, business
process outsourcing services, IT enabled services to its customers across the globe and hence,
there was no change in the nature of business or operations of the Company which impacted the
financial position of the Company during the financial year under review.
4. SHARE CAPITAL:
During the financial year under review, there has been no change in the Authorized, Issued,
Subscribed, and Paid-up Share Capital of the Company.
As of March 31, 2025, the Authorized Share Capital of the Company is INR 10,00,00,000/- divided
into 1,00,00,000/- equity shares of INR 10/- each.
Further, the Issued, Subscribed, and Paid-up Share Capital of the Company as of March 31,2025, is
INR 84,80,000/- divided into 8,48,000/- equity shares of INR 10/- each.
5. DIVIDEND, UNPAID DIVIDEND AND IEPF:
The Board does not recommend any dividend for the financial year ended March 31,2025. Neither
the Company was liable to, nor the Company has transferred any amount or shares to the Investor
Education & Protection Fund (IEPF).
6. TRANSFER TO RESERVES
No amount has been transferred to reserves and the profit for the year has been retained in the profit
and loss account.
7. SUBSIDIARY COMPANY / ASSOCIATE COMPANY / JOINT VENTURE
The Company has a wholly owned subsidiary company namely Synoptics Communications Private
Limited.
Synoptics Communications Private Limited (CIN: U64100MH2019PTC323656), is a Private Limited
Company incorporated on April 03, 2019. The authorized Share Capital of the Company is INR
1,00,000/- divided into 10,000 equity shares of INR 10/- each and the Issued, Subscribed, and Paid-
up Share Capital of the Company is INR 1,00,000/- divided into 10,000 equity shares of INR 10/- each.
The Company has a 100% equity stake in Synoptics Communications Private Limited and Synoptics
Communications Private Limited has thus become a wholly owned subsidiary of the Company under
Section 2(86) of the Companies Act, 2013.
The Board of Directors (âthe Boardâ) reviewed the affairs of the subsidiaries. In accordance with
Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial
statements of the Company and its subsidiaries, which form part of the Annual Report. Further, a
statement containing the salient features of the financial statement of our subsidiaries in the
prescribed format AOC-1 is appended as Annexure-I to the Boardâs report.
The statement also provides the details of performance and financial positions of each of the
subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial
Statements, including the consolidated financial statements and related information of the
Company and audited accounts of each of its subsidiaries are available on our website
www.synoptics.co.in
8. DEPOSITS
The Company has not accepted or renewed any amount falling within the purview of provisions of
Section 73 of the Companies Act 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit)
Rules, 2014 during the year under review.
Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act
or the details of deposits that are not in compliance with Chapter V of the Act is not applicable.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the related party transactions/contracts/arrangements that were entered into by the Company
during the year under review were on an armâs length basis and were in compliance with the
applicable provisions of the Act and the Listing Regulations.
There are no materially significant related party transactions entered into by the Company with its
Promoters, Directors, KMPâs, or Senior Management Personnel that may have a potential conflict
with the interest of the Company at large.
All related party transactions are reported in the notes to the financial statement of the Company.
All related party transactions were placed before the Audit Committee for its approval and noting on
a quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions
which are foreseen and of a repetitive nature.
The Company has also adopted a related party transaction policy.
10. CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS OUTGO:
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013
read along with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy,
technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:
A) Conservation of energy:
|
Steps taken or impact on |
The operations of the Company do not involve |
|
conservation of energy |
high energy consumption. However, the |
|
and has taken several measures including |
|
|
Steps taken by the company for |
None |
|
Capital investment on energy |
Nil |
B) Technology absorption:
|
Efforts made towards technology |
None |
|
Benefits derived like product |
|
|
In case of imported technology (imported during the last three years reckoned |
|
|
Details of technology imported |
None |
|
Year of import |
Not Applicable |
|
Whether the technology has been fully |
Not Applicable |
|
If not fully absorbed, areas where |
Not Applicable |
|
Expenditure incurred on Research and |
Nil |
C) Foreign exchange earnings and Outgo:
(Amount in Lakhs)
|
2024-25 |
2023-24 |
|
|
Actual Foreign Exchange earnings |
- |
- |
|
Actual Foreign Exchange outgo |
- |
- |
11. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, the
Annual Return as on March 31, 2025, is available on Companyâs website at
https://synoptics.co.in/investors-relation/
12. PARTICULARS OF LOANS GRANTED, GUARANTEES GIVEN, OR INVESTMENTS MADE, OR
SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
Details of Loans granted, Guarantees given, and Investments made during the year under review,
covered under the provisions of Section 186 of the Act, are given in Notes to the standalone financial
statements in the Annual Report.
13. DISCLOSURE UNDER SECTION 134(3)(I) OF THE COMPANIES ACT, 2013:
There are no material changes or commitments affecting the financial position of the Company,
subsequent to the close of the Financial Year 2024-2025 till the date of this Report
14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has its internal financial control systems commensurate with the size and complexity
of its operations, to ensure proper recording of financials and monitoring of operational
effectiveness and compliance of various regulatory and statutory requirements. The management
regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records including timely preparation of reliable
financial information.
The internal auditor consults and reviews the effectiveness and efficiency of the internal financial
control systems and procedure to ensure that all the assets are protected against loss and that the
financial and operational information is accurate and complete in all respects.
Significant audit observations, if any, and the corrective actions taken thereon are presented to the
Audit Committee of the Company.
15. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) Appointments
There are no appointments of Directors or KMPs during the Financial Year ended March 31,
2025.
(b) Resignation
There are no Resignation of Directors or KMPs during the Financial Year ended March 31,
2025.
(c) Retirement by Rotation
In accordance with the provisions of the Act, none of the Independent Directors are liable to
retire by rotation.
A proposal for re-appointment of Mr. Jagmohan Manilal Shah, retiring director, as Executive
Director of the Company shall be placed before the shareholders of the Company at the
ensuing Annual General Meeting as per the provisions of Section 152(6) of the Companies
Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules,
2014.
Your directors recommend their approval.
(d) Declaration by Independent Directors
The Company has duly complied with the definition of âIndependenceâ according to the
provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e.,
Code of Independent Directors.
All the Independent Director/s have submitted a declaration that he/she meets the criteria
of independence and submits the declaration regarding the status of holding other
directorship and membership as provided under law.
The Independent Directors affirmed that none of them were aware of any circumstance or
situation which could impair their ability to discharge their duties in an independent manner.
All the Independent Directors are duly registered with the Indian Institute of Corporate Affairs
(IICA).
(e) Evaluation by Independent Director
In accordance with the provisions of the Companies Act, 2013 and the Code for Independent
Directors under Schedule IV, a separate meeting of the Independent Directors of the
Company was held on March 27, 2025, without the presence of Non-Independent Directors
and members of management.
At this meeting, the Independent Directors reviewed the performance of the Board as a
whole, the Chairperson of the Company, and the quality, quantity, and timeliness of flow of
information between the Companyâs management and the Board.
The evaluation was conducted through structured discussions and feedback mechanisms,
focusing on strategic guidance, governance effectiveness, and the facilitation of
independent judgment. The Independent Directors expressed satisfaction with the overall
functioning of the Board and its Committees, and provided suggestions for further
strengthening Board processes and stakeholder engagement.
Hence disclosure pursuant to provisions of Section 197(14) of the Companies Act, 2013 is
not applicable for financial year 2024-2025.
(f) Disqualification of Directors:
During the financial year 2024-2025 under review, the Company has received Form DIR-8
from all Directors as required under the provisions of Section 164(2) of the Companies Act,
2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.
(g) MD / WTD draws commission from co, and also draws remuneration or commission
drawn from holding / subsidiary company
Neither the Managing Director nor the Whole Time Directors of the Company have drawn any
remuneration/ commission from the subsidiary companies of the Company.
Hence disclosure pursuant to provisions of Section 197(14) of the Companies Act, 2013 is
not applicable for financial year 2024-2025.
16. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES
Board Meetings:
During the year under review the Board of Directors met four times at their meeting held on May 29,
2024, September 07, 2024, November 14, 2024, & March 27 2025.
Gap between two Board meetings during the year under review did not exceed one hundred and
twenty days. A requisite quorum was present for all the meetings.
The attendance of the Board members at the Board meetings held during the year is as follows:
|
Name of the Directors |
Designation |
No. of Meetings |
No. of Meetings |
|
Jatin Jagmohan Shah |
Managing Director |
4 |
4 |
|
Jagmohan Manilal Shah |
Director |
4 |
4 |
|
Amitabh Kundan |
Whole-time Director |
4 |
4 |
|
Nirbhaysingh Sohal |
Whole-time Director |
4 |
4 |
|
Bijal Ashish Sanghavi |
Independent Director |
4 |
4 |
As on March 31, 2025, the Board has constituted various committees in accordance with the
provisions of the Companies Act, 2013, the details of which are given as under:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholder Relationship Committee
i. Audit Committee:
Your Company has constituted an Audit Committee (âAudit Committeeâ) as per section 177 of the
Companies Act, 2013.
The composition of the Audit committee as folloxws -
|
Name of the Director/Member |
Designation |
Nature of Directorship |
|
Mr. Nirbhay Singh |
Chairman |
Independent & Non - Executive Director |
|
Mr. Amitabh Kanaiyalal Kundan |
Member |
Independent & Non - Executive Director |
|
Mr. Jagmohan Shah |
Member |
Director |
All members of the Audit Committee have the requisite qualification for appointment on the
committee and possess sound knowledge of finance, accounting practices and internal controls. All
the recommendations made by the Audit Committee were accepted by the Board. The Company
Secretary acts as a secretary to the Committee.
During the Financial Year 2024-25, the Audit Committee of the Board of Directors met Four (4) times
viz May 29, 2024, September 07, 2024, November 14, 2024, & March 27 2025.
The Role and powers of the committee are as under:
1) Overseeing the Companyâs financial reporting process and the disclosure of its financial
information to ensure that the financial statements are correct, sufficient and credible.
2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement
or removal of the statutory auditor and the fixation of audit fees.
3) Approval of payment to statutory auditors for any other services rendered by the statutory
auditors.
4) Reviewing, the annual financial statements before submission to the board for approval, with
particular reference to:
a) Matters required to be included in the Directors Responsibility Statement in the Boardâs
report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgment by
management.
d) Significant adjustments made in the financial statements arising out of audit findings.
e) Compliance with listing and other legal requirements relating to financial statements.
f) Disclosure of any related party transactions.
g) Modified opinion(s) in the draft audit report.
5) Reviewing, with the management, the half yearly and annual financial statements before
submission to the board for approval.
6) Reviewing, with the management, the statement of uses / application of funds raised through an
issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document/prospectus/notice and the report
submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights
issue, and making appropriate recommendations to the Board to take up steps in this matter.
7) Reviewing and monitoring the auditorâs independence and performance and effectiveness of
audit process.
8) Approval of any transactions of the Company with Related Parties, including any subsequent
modification thereof.
9) Scrutiny of inter-corporate loans and investments.
10) Valuation of undertakings or assets of the Company, wherever it is necessary.
11) Evaluation of internal financial controls and risk management systems.
12) Reviewing, with the management, performance of statutory and internal auditors, and adequacy
of the internal control systems.
13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit.
14) Discussion with internal auditors on any significant findings and follow up there on.
15) Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the board.
16) Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern.
17) To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors.
18) To review the functioning of the Whistle Blower mechanism, in case the same exists.
19) Approval of appointment of CFO or any other person heading the finance function or discharging
that function after assessing the qualifications, experience & background, etc. of the candidate.
20) To overview the Vigil Mechanism of the Company and take appropriate actions in case of repeated
frivolous complaints against any Director or Employee.
21) To implement Ind AS (Indian Accounting Standards), whenever required.
22) Monitoring the end use of funds raised through public offers and related matters.
The Audit Committee shall mandatorily review the following information:
a. Management Discussion and Analysis of financial condition and results of operations.
b. Statement of significant related party transactions (as defined by the Audit Committee),
submitted by management.
c. Management letters / letters of internal control weaknesses issued by the statutory
auditors.
d. Internal Audit Reports relating to Internal Control Weaknesses.
e. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be
subject to review by the audit committee.
23) Statement of deviations:
a. Half yearly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1).
b. Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).
Powers of the Audit Committee:
? Investigating any activity within its terms of reference;
? Seeking information from any employee;
? Obtaining outside legal or other professional advice; and
? Securing attendance of outsiders with relevant expertise, if it considers necessary.
ii. Nomination & Remuneration Committee
The constitution of the Nomination and Remuneration Committee is in compliance with the
provisions of Section 178 of the Companies Act, 2013.
The Composition of the Nomination and Remuneration Committee are as under:
The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies
Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive
attributes, independence of a Director and policy relating to remuneration for Directors, Key
Managerial Personnel and other employees.
|
Name of the Director/Member |
Designation |
Nature of Directorship |
|
Mr. Nirbhay Singh |
Chairman |
Independent & Non - Executive Director |
|
Mr. Amitabh Kanaiyalal Kundan |
Member |
Independent & Non - Executive Director |
|
Mrs. Bijal Ashish Sanghavi |
Member |
Non - Executive Director |
During the Financial Year 2024-25, the Nomination and Remuneration Committee of the Board of
Directors met One Time i.e. November 14, 2024.
ROLE OF THE COMMITTEE:
Role of Nomination and Remuneration Committee are as under:
a) Formulation of the criteria for determining qualifications, positive attributes and independence
of a director and recommend to the Board of Directors a policy relating to, the remuneration of
the directors, Key Managerial Personnel and other associates.
b) Formulation of criteria for evaluation of performance of Independent Directors and the Board of
Directors.
c) Devising a policy on diversity of Board of Directors.
d) Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board of
Directors their appointment and removal.
e) Whether to extend or continue the term of appointment of the Independent Director, on the
basis of the report of performance evaluation of Independent Directors.
f) Such other matters as may from time to time be required by any statutory, contractual or other
regulatory requirements to be attended to by such committee.
iii. Stakeholders Relationship Committee
The Company has constituted a stakeholders relationship committee to redress the
complaints/grievances of its shareholders/investors related to non-receipt of annual report,
dividend payment, issue of duplicate share certificates, transmission of shares and other related
complaints. The stakeholder relationship committee was constituted as per the provisions of
Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.
The composition of the Stakeholders Relationship Committee is as under:
|
Name of the Director/Member |
Designation |
Nature of Directorship |
|
Mrs. Bijal Ashish Sanghavi |
Chairman |
Non - Executive Director |
|
Mr. Nirbhay Singh |
Member |
Independent & Non - Executive Director |
|
Mr. Amitabh Kanaiyalal Kundan |
Member |
Independent & Non - Executive Director |
During the Financial Year 2024-25, the Stakeholders Relationship Committee of the Board of
Directors met One Time i.e. November 14, 2024.
The Stakeholder Relationships Committee shall oversee all matters pertaining to investors of our
Company.
The terms of reference of the Investor Grievance Committee include the following:
a. Redressal of shareholdersâ/investorsâ complaints;
b. Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures
or any other securities made by the Registrar and Share Transfer Agent;
c. Issue of duplicate certificates and new certificates on split/consolidation/renewal;
d. Non-receipt of declared dividends, balance sheets of the Company; and
e. Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure
b) Requirements) Regulations, 2015.
iv. Meeting of Independent Directors
In compliance with Schedule IV to the Companies Act, 2013, the Independent Directors held their
separate meeting on March 27, 2025, without the attendance of non-independent directors and
members of management, inter alia, to discuss the following:
⢠Review the performance of non-independent directors and the Board as a whole.
⢠Review the performance of the Chairperson of the Company, considering the views of executive
directors and non-executive directors; and assess the quality, quantity, and timeliness of flow of
information between the Company Management and the Board that is necessary for the Board to
perform their duties effectively and reasonably.
All independent directors were present at the meeting, deliberated on the above and expressed
their satisfaction.
v. Vigil Mechanism for the Directors and Employees:
The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the
Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules,
2014, framed âVigil Mechanism Policyâ for Directors and employees of the Company to provide a
mechanism which ensures adequate safeguards to employees and Directors from any
victimization on the raising of concerns of any violations of legal or regulatory requirements,
incorrect or misrepresentation of any, financial statements and reports, etc.
The employees of the Company have the right/option to report their concerns/grievances to the
Chairman of the Board of Directors and it also It provides direct access to the employees of the
Company to approach the Compliance Officer or the Chairman of the Audit Committee, where
necessary. The Company ensures that genuine whistle-blowers are accorded complete protection
from any kind of unfair treatment or victimization.
The Company is committed to adhering to the highest standards of ethical, moral, and legal
conduct of business operations.
The said policy is also available on the website of the Company at
https://synoptics.co.in/investors-relation/
vi. Corporate Social Responsibility Policy
The Company has in place a CSR policy which provides guidelines for conducting CSR activities of
the Company. The CSR policy is available on the website of the Company
https://synoptics.co.in/investors-relation/
The Company undertakes one or more activities which fall within the provisions of Schedule VII of
the Act.
During the year, the Company was required to spend an amount of INR 14.98 Lakhs on CSR
activities and the Company has spent an amount of INR 15 Lakhs during the year.
The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (âActâ), is
annexed to this report as âAnnexure Vâ to this Report.
vii. Annual Evaluation of Directors, Committee and Board as a whole
Pursuant to the provisions of the Section 134(3)(p) of the Companies Act, 2013 the Board has
carried out the formal annual performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its various Committees and the working of
the Board as whole. The evaluation exercise was carried out on various aspects of the Boards
functioning such as composition of the Board & committees, experience & competencies,
performance of the duties and obligations, governance issues, etc.
The manner in which the evaluation has been carried out has been explained below:
⢠Performance Evaluation criteria: Separate exercise was carried out to evaluate the
performance of individual Directors including the Chairman by the Nomination and
Remuneration committee as per the structured mechanism who were evaluated on following
parameters / criteria:
⢠Participation and contribution by a director,
⢠Commitment (including guidance provided to senior management outside of Board /
Committee meetings),
⢠Effective deployment of knowledge and expertise,
⢠Effective management of relationship with stakeholders,
⢠Integrity and maintenance of confidentiality,
⢠Independence of behavior and judgment,
⢠Observance of Code of Conduct, and
⢠Impact and influence
In the opinion of the Board, Independent Directors of the Company possess necessary expertise,
integrity, experience, and proficiency in their respective fields. Further, all Independent Directors
have confirmed that they have registered with the data bank of Independent Directors maintained
by; and are either exempt or have completed the online proficiency self -assessment test
conducted by; the Indian Institute of Corporate Affairs the in accordance with the provisions of
Section 150 of the Act.
17. AUDITORS OF THE COMPANY
(a) Statutory Auditor
Members of the Company have approved the appointment of M/s. Yogesh J Walavalkar & Co.,
Chartered Accountants, Palghar, (FRN: 132628W), as the statutory auditors of the company for a
consecutive term of five years at the Annual General Meeting held on September 29, 2023 till the
conclusion of Annual General Meeting for the financial year 2027-28.
Observations of Statutory auditors on accounts for the year ended March 31, 2025:
The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the
financial year ended 31st March 2025 read with the explanatory notes therein are self-explanatory
and therefore, do not call for any further explanation or comments from the Board under Section
134(3) of the Companies Act, 2013.
Reporting of frauds by statutory auditors under Section 143(12):
There were no incidents of reporting of frauds by Statutory Auditors of the Company under Section
143(12) of the Act read with Companies (Accounts) Rules, 2014
(b) Secretarial Auditor
During the year under review, the Board of Directors had appointed M/s. Mishra and Associates,
Practicing Company Secretaries, Mumbai, as the Secretarial Auditors of the Company for the
financial year 2024-25.
The Secretarial Audit Report issued by M/s. Mishra & Associates, Company Secretaries, for the
Financial Year 2024-25. In Form MR-3 is annexed as âAnnexure VIâ and forms a part of this Report.
(c) Internal Auditor
M/s. Rishabh S Vora & Co, Chartered Accountants, Mumbai, were as Internal Auditors of the
Company for conducting Internal Audit functions for the financial year 2024-25.
(d) Cost Auditors
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with
Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Company is
not required to appoint Cost Auditor.
(e) Maintenance of Cost records
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to
maintain Cost Records under said Rules.
Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules,
2014 are furnished as under:
Details of significant and material orders passed by the Regulator or Court or Tribunal:
There were no significant and material orders issued against the Company by a regulating authority
or court or tribunal that could affect the going concern status and companyâs operation in future
except SEBI vide its interim order dated 6th May, 2025 (Interim Order) whereby SEBI has restrained
the Company and its Promoters i.e. Mr. Jatin Jagmohan Shah, Mr. Jagmohan Manilal Shah and Mrs.
Janvi Jatin Shah from buying, selling or dealing in the securities market or associating themselves
with the securities market, either directly or indirectly, in any manner whatsoever until further orders.
Company has filed an appeal with Securities Appellate Tribunal and Securities Appellate Tribunal
(SAT), Mumbai, has passed an order dated June 18, 2025, in Appeal No. 294 of 2025 filed by Synoptics
Technologies Ltd. and other appellants against the interim order issued by the Securities and
Exchange Board of India (SEBI) dated May 6, 2025.
The SAT has, inter alia, taken note of the fact that the investigation by SEBI is still ongoing and that
no conclusive findings have been made against the appellants. The SAT has accepted the
undertaking given by the appellants to comply with the directions contained in paragraph 49(a) of
the SEBI interim order.
The SAT accordingly has stayed the operation of the impugned order as it applies to the appellants.
The SAT has also granted liberty to the appellants to file a detailed reply before SEBI, and SEBI has
been directed to provide inspection of relevant documents within two weeks, following which the
appellants shall file their reply within four weeks.
There is no operational impact on the functioning of the company. The quantifiable financial impact
on the Company cannot be ascertained at this point in time.
Risk Management Policy:
The Company has a risk management framework in place for identification and management of risks
including to identify, assess, monitor, and mitigate various risks to key business objectives. Major
risks identified by the businesses and functions are systematically addressed through mitigating
actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the
Board of Directors of the Company.
Directorâs Responsibility Statement:
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements
of the Company for the year ended March 31,2025, the Board of Directors hereby confirms that:
a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures.
b) such accounting policies have been selected and applied consistently, and the Directors
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as March 31, 2025, and of the profit/loss of the
Company for that year.
c) proper and sufficient care was taken for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d) the annual accounts of the Company have been prepared on a going concern basis.
e) They have laid down Internal financial controls for ensuring the orderly and efficient conduct
of its business, including adherence to Companyâs policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information and
f) proper systems have been devised to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively
Disclosure regarding Internal Complaints Committee under the sexual harassment of women
at workplace (Prevention, Prohibition and Redressal) Act, 2013:
In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and
Redressal) Act, 2013 the Company has complied with the provisions relating to the constitution of
the Internal Complaints Committee and also framed and adopted the policy for the Prevention of
Sexual Harassment at Workplace.
The following is the summary of Sexual Harassment complaints received and disposed of during the
year 2024- 2025.
|
Particulars |
Number |
|
Number of cases pending as on the beginning of the financial year |
Nil |
|
Number of complaints filed during the year |
Nil |
|
Number of cases pending as on the end of the financial year |
Nil |
|
Number of cases pending for a period exceeding 90 days |
Nil |
Statement on Compliance with Maternity Benefit Act, 1961:
During the year under review the Company has complied with the applicable provisions of Maternity
Benefit Act, 1961.
Disclosure under Section 43(a)(ii) of the Companies Act, 2013:
The Company has not issued any shares with differential rights and hence no information as per
provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.
Disclosure under Section 54(1)(d) of the Companies Act, 2013:
The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
Disclosure under Section 62(1)(b) of the Companies Act, 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme during the
year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with
Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
Disclosure under Section 67(3) of the Companies Act, 2013:
During the year under review, there were no instances of non-exercising of voting rights in respect of
shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read
with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
Disclosure of proceedings pending, or application made under Insolvency and Bankruptcy
Code, 2016:
No application was filed for corporate insolvency resolution process, by a financial or operational
creditor or by the company itself under the IBC before the NCLT.
Disclosure of reason for difference between valuation done at the time of taking loan from Bank
and at the time of One Time Settlement:
There was no instance of a one-time settlement with any Bank or Financial Institution.
Compliances of Secretarial Standards:
The Company is in compliance with all the applicable secretarial standards on Board and General
Meetings issued by the Institute of Company Secretaries of India.
Management Discussion and Analysis:
Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as
âAnnexure IV.â
Particulars of Employees:
The particulars of remuneration to directors and employees and other related information required
to be disclosed under Section 197 (12) and rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014the Companies Act, 2013 and the Rules made thereunder are
given in âAnnexure INâ to this Report.
Further the Company has no employee who is in receipt of remuneration of either:
1. Rs. 8,50,000 /- per month or INR 1,02,00,000/- per annum or
2. Who receives in aggregate in excess of that drawn by the Managing Director or Whole Time Director
of the Company and holds by himself/herself along with his spouse and dependent children not less
than 2% of the equity shares of the Company.
SEBI Complaints Redress System (SCORES):
The investor complaints are processed in a centralized web-based complaints redress system. The
salient features of this system are a centralized database of all complaints, online upload of Action
Taken Reports (ATRs) by the concerned companies, and online viewing by investors of actions taken
on the complaint and its current status. Your Company has been registered on SCORES and makes
every effort to resolve all investor complaints received through SCORES or otherwise within the
statutory time limit from the receipt of the complaint.
The Company has not received any complaint on the SCORES during the financial year 2024-2025.
Corporate Governance:
The shares of the Company are listed on SME Platform of NSE, by virtue of Regulation 15 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the
corporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of sub¬
regulation (2) of regulation 46 and Para C, D and E of schedule V are not applicable to the Company.
Hence Corporate Governance does not form part of this Boardâs Report.
Code of Conduct:
The Board has laid down a specific code of Conduct for all Board Members and Senior Management
of the Company. All the Board Members and Senior Management Personnel have affirmed
compliance with the Code on an annual basis.
Insider Trading:
The Board has in consultation with the Stakeholderâs Relationship Committee laid down the policy
to regulate and monitor Insider Trading in the Company. The Committee regularly analyses the
transactions and monitors them to prevent Insider Trading.
The Company has also adopted a Prohibition of Insider Trading Policy.
Means of Communication:
The Board believes that effective communication of information is an essential component of
Corporate Governance. The Company regularly interacts with its shareholders through multiple
channels of communication such as the Companyâs Website and stipulated communications to the
Stock Exchange where the Companyâs shares are listed for the announcement of Financial Results,
Annual Report, Notices, Outcome of Meetings, and Companyâs Policies etc.
Human Resources:
Your Company treats its âHuman Resourcesâ as one of its most important assets. Your Company
continuously invests in the attraction, retention, and development of talent on an ongoing basis. A
number of programs that provide focused peopleâs attention are currently underway. Your
Companyâs thrust is on the promotion of talent internally through job rotation and job enlargement.
As on March 31, 2025, there were a total of 512 employees. The Company has all the required
policies under the Indian laws for the time being in force and as required under the Companies Act,
2013 and SEBI LODR Regulations, 2015 to protect and safeguard the interest of the employees.
Website:
The Company has a website addressed as www. synoptics.co.in Website contains the basic
information about the Company - details of its Business, Financial Information, Shareholding
Pattern, Contact Information of the Designated Official of the Company who is responsible for
assisting and handling investors grievances and such other details as may be required under sub
regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the
contents of this website are periodically updated.
Disclosure pursuant to Section 67(3) of Companies Act, 2013:
Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to
which the scheme relates is not applicable to the Company during the financial year 2024-2025
pursuant to Section 67(3) of the Companies Act, 2013 and rule 16(4) of Companies (Share Capital
and Debenture) Rules, 2014.
Listing on Stock Exchange:
The Equity shares of the Company listed on the Emerge Platform of National Stock Exchange of India
Limited (NSE).
Depository System:
Your Companyâs equity shares are in Demat form. The Company has appointed National Securities
Depository Limited (NSDL) as designated depository to the Company.
Annual Listing Fees to the Stock Exchanges:
Synoptics Technologies Limited have listed its equity shares on the Emerge Platform of National
Stock Exchange of India Limited. The listing fees have been duly paid to the exchange and annual
custodial fees have been paid to CDSL and NSDL.
19. ACKNOWLEDGEMENT
Your Directorâs express their deep sense of gratitude to the banks, financial institutions,
stakeholders, business associates, Central and State Governments for their co-operation and
support and look forward to their continued support in future.
Your Directorâs very warmly thank all our employees for their contribution to your Companyâs
performance. We applaud them for their superior levels of competence, dedication and
commitment to your Company. We have immense respect for every person who risked their lives
and safety to fight this pandemic.
For and on behalf of the Board
For Synoptics Technologies Limited
Jatin Jagmohan Shah Jagmohan Manilal Shah
Managing Director Director
DIN:02329469 DIN:02329506
Date: September 06, 2025
Place: Mumbai
Mar 31, 2025
Your Directorâs have pleasure in presenting the 17th Annual Report of the Synoptics Technologies
Limited (âThe Company) for the financial year ended on March 31, 2025.
1. FINANCIAL HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:
The Companyâs performance during the financial year ended 31st March, 2025 are summarized in
the following table:
|
PARTICULARS |
Standalone |
Consolidated |
||
|
2025 |
2024 |
2025 |
2024 |
|
|
Revenue from operations |
4322.37 |
4324.32 |
4327.17 |
4324.32 |
|
Other income |
11.07 |
17.89 |
11.48 |
17.34 |
|
Total Income |
4333.44 |
4342.21 |
4342.21 |
4341.66 |
|
EBITDA |
1133.08 |
1384.18 |
1133.65 |
1386.42 |
|
Tax Expenses: Current Tax |
158.10 |
189.44 |
158.10 |
189.70 |
|
Deferred Tax |
- |
- |
- |
- |
|
Profit / (Loss) for the Year |
403.76 |
600.37 |
404.23 |
600.68 |
|
Earning per Equity Share |
||||
|
Basic |
4.76 |
7.08 |
4.77 |
7.08 |
|
Diluted |
4.76 |
7.08 |
4.77 |
7.08 |
2. COMPANYâS PERFORMANCE REVIEW:
Consolidated Performance
⢠Total revenue (including other income) at T 4342.21 Lakhs, for the year 2025 as compared to
T 4341.66 Lakh in financial year 2024.
⢠Profit After Tax at T 404.23 Lakhs in financial year 2025 as against T 600.68 Lakhs in financial
year 2024.
⢠EBITDA stood at T 1133.65 Lakhs in financial year 2025 as against T 1386.42 Lakhs in
financial year 2024.
Standalone Performance
⢠Total revenue (including other income) at T 4333.44 Lakhs, for the year 2025 as compared to
T 4342.21 Lakh in financial year 2024.
⢠Profit After Tax at T 403.76 Lakhs in financial year 2025 as against T 600.37 Lakhs in financial
year 2024.
⢠EBITDA stood at T 1133.08 Lakhs in financial year 2025 as against T 1384.18 Lakhs in
financial year 2024.
Your Directorâs express their satisfaction on the overall financial performance and the progress
made by the Company during the year under review.
3. OPERATIONS AND CHANGE IN NATURE OF BUSINESS, IF ANY:
The Company continues to be engaged in the business of trading in IT products and of providing
information & Telecom Technology (IT) networking solutions by way of
LAN/WAN/Wireless/RF/OFC/VPN & Managed Services and installation services along with providing
end to end business support service solutions and data integration, business process workflows,
business applications, messaging, networking, communication development services, business
process outsourcing services, IT enabled services to its customers across the globe and hence,
there was no change in the nature of business or operations of the Company which impacted the
financial position of the Company during the financial year under review.
4. SHARE CAPITAL:
During the financial year under review, there has been no change in the Authorized, Issued,
Subscribed, and Paid-up Share Capital of the Company.
As of March 31, 2025, the Authorized Share Capital of the Company is INR 10,00,00,000/- divided
into 1,00,00,000/- equity shares of INR 10/- each.
Further, the Issued, Subscribed, and Paid-up Share Capital of the Company as of March 31,2025, is
INR 84,80,000/- divided into 8,48,000/- equity shares of INR 10/- each.
5. DIVIDEND, UNPAID DIVIDEND AND IEPF:
The Board does not recommend any dividend for the financial year ended March 31,2025. Neither
the Company was liable to, nor the Company has transferred any amount or shares to the Investor
Education & Protection Fund (IEPF).
6. TRANSFER TO RESERVES
No amount has been transferred to reserves and the profit for the year has been retained in the profit
and loss account.
7. SUBSIDIARY COMPANY / ASSOCIATE COMPANY / JOINT VENTURE
The Company has a wholly owned subsidiary company namely Synoptics Communications Private
Limited.
Synoptics Communications Private Limited (CIN: U64100MH2019PTC323656), is a Private Limited
Company incorporated on April 03, 2019. The authorized Share Capital of the Company is INR
1,00,000/- divided into 10,000 equity shares of INR 10/- each and the Issued, Subscribed, and Paid-
up Share Capital of the Company is INR 1,00,000/- divided into 10,000 equity shares of INR 10/- each.
The Company has a 100% equity stake in Synoptics Communications Private Limited and Synoptics
Communications Private Limited has thus become a wholly owned subsidiary of the Company under
Section 2(86) of the Companies Act, 2013.
The Board of Directors (âthe Boardâ) reviewed the affairs of the subsidiaries. In accordance with
Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial
statements of the Company and its subsidiaries, which form part of the Annual Report. Further, a
statement containing the salient features of the financial statement of our subsidiaries in the
prescribed format AOC-1 is appended as Annexure-I to the Boardâs report.
The statement also provides the details of performance and financial positions of each of the
subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial
Statements, including the consolidated financial statements and related information of the
Company and audited accounts of each of its subsidiaries are available on our website
www.synoptics.co.in
8. DEPOSITS
The Company has not accepted or renewed any amount falling within the purview of provisions of
Section 73 of the Companies Act 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit)
Rules, 2014 during the year under review.
Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act
or the details of deposits that are not in compliance with Chapter V of the Act is not applicable.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the related party transactions/contracts/arrangements that were entered into by the Company
during the year under review were on an armâs length basis and were in compliance with the
applicable provisions of the Act and the Listing Regulations.
There are no materially significant related party transactions entered into by the Company with its
Promoters, Directors, KMPâs, or Senior Management Personnel that may have a potential conflict
with the interest of the Company at large.
All related party transactions are reported in the notes to the financial statement of the Company.
All related party transactions were placed before the Audit Committee for its approval and noting on
a quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions
which are foreseen and of a repetitive nature.
The Company has also adopted a related party transaction policy.
10. CONSERVATIONS OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS OUTGO:
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013
read along with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy,
technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:
A) Conservation of energy:
|
Steps taken or impact on |
The operations of the Company do not involve |
|
conservation of energy |
high energy consumption. However, the |
|
and has taken several measures including |
|
|
Steps taken by the company for |
None |
|
Capital investment on energy |
Nil |
B) Technology absorption:
|
Efforts made towards technology |
None |
|
Benefits derived like product |
|
|
In case of imported technology (imported during the last three years reckoned |
|
|
Details of technology imported |
None |
|
Year of import |
Not Applicable |
|
Whether the technology has been fully |
Not Applicable |
|
If not fully absorbed, areas where |
Not Applicable |
|
Expenditure incurred on Research and |
Nil |
C) Foreign exchange earnings and Outgo:
(Amount in Lakhs)
|
2024-25 |
2023-24 |
|
|
Actual Foreign Exchange earnings |
- |
- |
|
Actual Foreign Exchange outgo |
- |
- |
11. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, the
Annual Return as on March 31, 2025, is available on Companyâs website at
https://synoptics.co.in/investors-relation/
12. PARTICULARS OF LOANS GRANTED, GUARANTEES GIVEN, OR INVESTMENTS MADE, OR
SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
Details of Loans granted, Guarantees given, and Investments made during the year under review,
covered under the provisions of Section 186 of the Act, are given in Notes to the standalone financial
statements in the Annual Report.
13. DISCLOSURE UNDER SECTION 134(3)(I) OF THE COMPANIES ACT, 2013:
There are no material changes or commitments affecting the financial position of the Company,
subsequent to the close of the Financial Year 2024-2025 till the date of this Report
14. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has its internal financial control systems commensurate with the size and complexity
of its operations, to ensure proper recording of financials and monitoring of operational
effectiveness and compliance of various regulatory and statutory requirements. The management
regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records including timely preparation of reliable
financial information.
The internal auditor consults and reviews the effectiveness and efficiency of the internal financial
control systems and procedure to ensure that all the assets are protected against loss and that the
financial and operational information is accurate and complete in all respects.
Significant audit observations, if any, and the corrective actions taken thereon are presented to the
Audit Committee of the Company.
15. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) Appointments
There are no appointments of Directors or KMPs during the Financial Year ended March 31,
2025.
(b) Resignation
There are no Resignation of Directors or KMPs during the Financial Year ended March 31,
2025.
(c) Retirement by Rotation
In accordance with the provisions of the Act, none of the Independent Directors are liable to
retire by rotation.
A proposal for re-appointment of Mr. Jagmohan Manilal Shah, retiring director, as Executive
Director of the Company shall be placed before the shareholders of the Company at the
ensuing Annual General Meeting as per the provisions of Section 152(6) of the Companies
Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules,
2014.
Your directors recommend their approval.
(d) Declaration by Independent Directors
The Company has duly complied with the definition of âIndependenceâ according to the
provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e.,
Code of Independent Directors.
All the Independent Director/s have submitted a declaration that he/she meets the criteria
of independence and submits the declaration regarding the status of holding other
directorship and membership as provided under law.
The Independent Directors affirmed that none of them were aware of any circumstance or
situation which could impair their ability to discharge their duties in an independent manner.
All the Independent Directors are duly registered with the Indian Institute of Corporate Affairs
(IICA).
(e) Evaluation by Independent Director
In accordance with the provisions of the Companies Act, 2013 and the Code for Independent
Directors under Schedule IV, a separate meeting of the Independent Directors of the
Company was held on March 27, 2025, without the presence of Non-Independent Directors
and members of management.
At this meeting, the Independent Directors reviewed the performance of the Board as a
whole, the Chairperson of the Company, and the quality, quantity, and timeliness of flow of
information between the Companyâs management and the Board.
The evaluation was conducted through structured discussions and feedback mechanisms,
focusing on strategic guidance, governance effectiveness, and the facilitation of
independent judgment. The Independent Directors expressed satisfaction with the overall
functioning of the Board and its Committees, and provided suggestions for further
strengthening Board processes and stakeholder engagement.
Hence disclosure pursuant to provisions of Section 197(14) of the Companies Act, 2013 is
not applicable for financial year 2024-2025.
(f) Disqualification of Directors:
During the financial year 2024-2025 under review, the Company has received Form DIR-8
from all Directors as required under the provisions of Section 164(2) of the Companies Act,
2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.
(g) MD / WTD draws commission from co, and also draws remuneration or commission
drawn from holding / subsidiary company
Neither the Managing Director nor the Whole Time Directors of the Company have drawn any
remuneration/ commission from the subsidiary companies of the Company.
Hence disclosure pursuant to provisions of Section 197(14) of the Companies Act, 2013 is
not applicable for financial year 2024-2025.
16. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES
Board Meetings:
During the year under review the Board of Directors met four times at their meeting held on May 29,
2024, September 07, 2024, November 14, 2024, & March 27 2025.
Gap between two Board meetings during the year under review did not exceed one hundred and
twenty days. A requisite quorum was present for all the meetings.
The attendance of the Board members at the Board meetings held during the year is as follows:
|
Name of the Directors |
Designation |
No. of Meetings |
No. of Meetings |
|
Jatin Jagmohan Shah |
Managing Director |
4 |
4 |
|
Jagmohan Manilal Shah |
Director |
4 |
4 |
|
Amitabh Kundan |
Whole-time Director |
4 |
4 |
|
Nirbhaysingh Sohal |
Whole-time Director |
4 |
4 |
|
Bijal Ashish Sanghavi |
Independent Director |
4 |
4 |
As on March 31, 2025, the Board has constituted various committees in accordance with the
provisions of the Companies Act, 2013, the details of which are given as under:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholder Relationship Committee
i. Audit Committee:
Your Company has constituted an Audit Committee (âAudit Committeeâ) as per section 177 of the
Companies Act, 2013.
The composition of the Audit committee as folloxws -
|
Name of the Director/Member |
Designation |
Nature of Directorship |
|
Mr. Nirbhay Singh |
Chairman |
Independent & Non - Executive Director |
|
Mr. Amitabh Kanaiyalal Kundan |
Member |
Independent & Non - Executive Director |
|
Mr. Jagmohan Shah |
Member |
Director |
All members of the Audit Committee have the requisite qualification for appointment on the
committee and possess sound knowledge of finance, accounting practices and internal controls. All
the recommendations made by the Audit Committee were accepted by the Board. The Company
Secretary acts as a secretary to the Committee.
During the Financial Year 2024-25, the Audit Committee of the Board of Directors met Four (4) times
viz May 29, 2024, September 07, 2024, November 14, 2024, & March 27 2025.
The Role and powers of the committee are as under:
1) Overseeing the Companyâs financial reporting process and the disclosure of its financial
information to ensure that the financial statements are correct, sufficient and credible.
2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement
or removal of the statutory auditor and the fixation of audit fees.
3) Approval of payment to statutory auditors for any other services rendered by the statutory
auditors.
4) Reviewing, the annual financial statements before submission to the board for approval, with
particular reference to:
a) Matters required to be included in the Directors Responsibility Statement in the Boardâs
report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgment by
management.
d) Significant adjustments made in the financial statements arising out of audit findings.
e) Compliance with listing and other legal requirements relating to financial statements.
f) Disclosure of any related party transactions.
g) Modified opinion(s) in the draft audit report.
5) Reviewing, with the management, the half yearly and annual financial statements before
submission to the board for approval.
6) Reviewing, with the management, the statement of uses / application of funds raised through an
issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document/prospectus/notice and the report
submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights
issue, and making appropriate recommendations to the Board to take up steps in this matter.
7) Reviewing and monitoring the auditorâs independence and performance and effectiveness of
audit process.
8) Approval of any transactions of the Company with Related Parties, including any subsequent
modification thereof.
9) Scrutiny of inter-corporate loans and investments.
10) Valuation of undertakings or assets of the Company, wherever it is necessary.
11) Evaluation of internal financial controls and risk management systems.
12) Reviewing, with the management, performance of statutory and internal auditors, and adequacy
of the internal control systems.
13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit.
14) Discussion with internal auditors on any significant findings and follow up there on.
15) Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the board.
16) Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern.
17) To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors.
18) To review the functioning of the Whistle Blower mechanism, in case the same exists.
19) Approval of appointment of CFO or any other person heading the finance function or discharging
that function after assessing the qualifications, experience & background, etc. of the candidate.
20) To overview the Vigil Mechanism of the Company and take appropriate actions in case of repeated
frivolous complaints against any Director or Employee.
21) To implement Ind AS (Indian Accounting Standards), whenever required.
22) Monitoring the end use of funds raised through public offers and related matters.
The Audit Committee shall mandatorily review the following information:
a. Management Discussion and Analysis of financial condition and results of operations.
b. Statement of significant related party transactions (as defined by the Audit Committee),
submitted by management.
c. Management letters / letters of internal control weaknesses issued by the statutory
auditors.
d. Internal Audit Reports relating to Internal Control Weaknesses.
e. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be
subject to review by the audit committee.
23) Statement of deviations:
a. Half yearly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1).
b. Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).
Powers of the Audit Committee:
? Investigating any activity within its terms of reference;
? Seeking information from any employee;
? Obtaining outside legal or other professional advice; and
? Securing attendance of outsiders with relevant expertise, if it considers necessary.
ii. Nomination & Remuneration Committee
The constitution of the Nomination and Remuneration Committee is in compliance with the
provisions of Section 178 of the Companies Act, 2013.
The Composition of the Nomination and Remuneration Committee are as under:
The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies
Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive
attributes, independence of a Director and policy relating to remuneration for Directors, Key
Managerial Personnel and other employees.
|
Name of the Director/Member |
Designation |
Nature of Directorship |
|
Mr. Nirbhay Singh |
Chairman |
Independent & Non - Executive Director |
|
Mr. Amitabh Kanaiyalal Kundan |
Member |
Independent & Non - Executive Director |
|
Mrs. Bijal Ashish Sanghavi |
Member |
Non - Executive Director |
During the Financial Year 2024-25, the Nomination and Remuneration Committee of the Board of
Directors met One Time i.e. November 14, 2024.
ROLE OF THE COMMITTEE:
Role of Nomination and Remuneration Committee are as under:
a) Formulation of the criteria for determining qualifications, positive attributes and independence
of a director and recommend to the Board of Directors a policy relating to, the remuneration of
the directors, Key Managerial Personnel and other associates.
b) Formulation of criteria for evaluation of performance of Independent Directors and the Board of
Directors.
c) Devising a policy on diversity of Board of Directors.
d) Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board of
Directors their appointment and removal.
e) Whether to extend or continue the term of appointment of the Independent Director, on the
basis of the report of performance evaluation of Independent Directors.
f) Such other matters as may from time to time be required by any statutory, contractual or other
regulatory requirements to be attended to by such committee.
iii. Stakeholders Relationship Committee
The Company has constituted a stakeholders relationship committee to redress the
complaints/grievances of its shareholders/investors related to non-receipt of annual report,
dividend payment, issue of duplicate share certificates, transmission of shares and other related
complaints. The stakeholder relationship committee was constituted as per the provisions of
Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.
The composition of the Stakeholders Relationship Committee is as under:
|
Name of the Director/Member |
Designation |
Nature of Directorship |
|
Mrs. Bijal Ashish Sanghavi |
Chairman |
Non - Executive Director |
|
Mr. Nirbhay Singh |
Member |
Independent & Non - Executive Director |
|
Mr. Amitabh Kanaiyalal Kundan |
Member |
Independent & Non - Executive Director |
During the Financial Year 2024-25, the Stakeholders Relationship Committee of the Board of
Directors met One Time i.e. November 14, 2024.
The Stakeholder Relationships Committee shall oversee all matters pertaining to investors of our
Company.
The terms of reference of the Investor Grievance Committee include the following:
a. Redressal of shareholdersâ/investorsâ complaints;
b. Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures
or any other securities made by the Registrar and Share Transfer Agent;
c. Issue of duplicate certificates and new certificates on split/consolidation/renewal;
d. Non-receipt of declared dividends, balance sheets of the Company; and
e. Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure
b) Requirements) Regulations, 2015.
iv. Meeting of Independent Directors
In compliance with Schedule IV to the Companies Act, 2013, the Independent Directors held their
separate meeting on March 27, 2025, without the attendance of non-independent directors and
members of management, inter alia, to discuss the following:
⢠Review the performance of non-independent directors and the Board as a whole.
⢠Review the performance of the Chairperson of the Company, considering the views of executive
directors and non-executive directors; and assess the quality, quantity, and timeliness of flow of
information between the Company Management and the Board that is necessary for the Board to
perform their duties effectively and reasonably.
All independent directors were present at the meeting, deliberated on the above and expressed
their satisfaction.
v. Vigil Mechanism for the Directors and Employees:
The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the
Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules,
2014, framed âVigil Mechanism Policyâ for Directors and employees of the Company to provide a
mechanism which ensures adequate safeguards to employees and Directors from any
victimization on the raising of concerns of any violations of legal or regulatory requirements,
incorrect or misrepresentation of any, financial statements and reports, etc.
The employees of the Company have the right/option to report their concerns/grievances to the
Chairman of the Board of Directors and it also It provides direct access to the employees of the
Company to approach the Compliance Officer or the Chairman of the Audit Committee, where
necessary. The Company ensures that genuine whistle-blowers are accorded complete protection
from any kind of unfair treatment or victimization.
The Company is committed to adhering to the highest standards of ethical, moral, and legal
conduct of business operations.
The said policy is also available on the website of the Company at
https://synoptics.co.in/investors-relation/
vi. Corporate Social Responsibility Policy
The Company has in place a CSR policy which provides guidelines for conducting CSR activities of
the Company. The CSR policy is available on the website of the Company
https://synoptics.co.in/investors-relation/
The Company undertakes one or more activities which fall within the provisions of Schedule VII of
the Act.
During the year, the Company was required to spend an amount of INR 14.98 Lakhs on CSR
activities and the Company has spent an amount of INR 15 Lakhs during the year.
The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (âActâ), is
annexed to this report as âAnnexure Vâ to this Report.
vii. Annual Evaluation of Directors, Committee and Board as a whole
Pursuant to the provisions of the Section 134(3)(p) of the Companies Act, 2013 the Board has
carried out the formal annual performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its various Committees and the working of
the Board as whole. The evaluation exercise was carried out on various aspects of the Boards
functioning such as composition of the Board & committees, experience & competencies,
performance of the duties and obligations, governance issues, etc.
The manner in which the evaluation has been carried out has been explained below:
⢠Performance Evaluation criteria: Separate exercise was carried out to evaluate the
performance of individual Directors including the Chairman by the Nomination and
Remuneration committee as per the structured mechanism who were evaluated on following
parameters / criteria:
⢠Participation and contribution by a director,
⢠Commitment (including guidance provided to senior management outside of Board /
Committee meetings),
⢠Effective deployment of knowledge and expertise,
⢠Effective management of relationship with stakeholders,
⢠Integrity and maintenance of confidentiality,
⢠Independence of behavior and judgment,
⢠Observance of Code of Conduct, and
⢠Impact and influence
In the opinion of the Board, Independent Directors of the Company possess necessary expertise,
integrity, experience, and proficiency in their respective fields. Further, all Independent Directors
have confirmed that they have registered with the data bank of Independent Directors maintained
by; and are either exempt or have completed the online proficiency self -assessment test
conducted by; the Indian Institute of Corporate Affairs the in accordance with the provisions of
Section 150 of the Act.
17. AUDITORS OF THE COMPANY
(a) Statutory Auditor
Members of the Company have approved the appointment of M/s. Yogesh J Walavalkar & Co.,
Chartered Accountants, Palghar, (FRN: 132628W), as the statutory auditors of the company for a
consecutive term of five years at the Annual General Meeting held on September 29, 2023 till the
conclusion of Annual General Meeting for the financial year 2027-28.
Observations of Statutory auditors on accounts for the year ended March 31, 2025:
The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the
financial year ended 31st March 2025 read with the explanatory notes therein are self-explanatory
and therefore, do not call for any further explanation or comments from the Board under Section
134(3) of the Companies Act, 2013.
Reporting of frauds by statutory auditors under Section 143(12):
There were no incidents of reporting of frauds by Statutory Auditors of the Company under Section
143(12) of the Act read with Companies (Accounts) Rules, 2014
(b) Secretarial Auditor
During the year under review, the Board of Directors had appointed M/s. Mishra and Associates,
Practicing Company Secretaries, Mumbai, as the Secretarial Auditors of the Company for the
financial year 2024-25.
The Secretarial Audit Report issued by M/s. Mishra & Associates, Company Secretaries, for the
Financial Year 2024-25. In Form MR-3 is annexed as âAnnexure VIâ and forms a part of this Report.
(c) Internal Auditor
M/s. Rishabh S Vora & Co, Chartered Accountants, Mumbai, were as Internal Auditors of the
Company for conducting Internal Audit functions for the financial year 2024-25.
(d) Cost Auditors
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with
Notifications/Circulars issued by the Ministry of Corporate Affairs from time to time, the Company is
not required to appoint Cost Auditor.
(e) Maintenance of Cost records
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to
maintain Cost Records under said Rules.
Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules,
2014 are furnished as under:
Details of significant and material orders passed by the Regulator or Court or Tribunal:
There were no significant and material orders issued against the Company by a regulating authority
or court or tribunal that could affect the going concern status and companyâs operation in future
except SEBI vide its interim order dated 6th May, 2025 (Interim Order) whereby SEBI has restrained
the Company and its Promoters i.e. Mr. Jatin Jagmohan Shah, Mr. Jagmohan Manilal Shah and Mrs.
Janvi Jatin Shah from buying, selling or dealing in the securities market or associating themselves
with the securities market, either directly or indirectly, in any manner whatsoever until further orders.
Company has filed an appeal with Securities Appellate Tribunal and Securities Appellate Tribunal
(SAT), Mumbai, has passed an order dated June 18, 2025, in Appeal No. 294 of 2025 filed by Synoptics
Technologies Ltd. and other appellants against the interim order issued by the Securities and
Exchange Board of India (SEBI) dated May 6, 2025.
The SAT has, inter alia, taken note of the fact that the investigation by SEBI is still ongoing and that
no conclusive findings have been made against the appellants. The SAT has accepted the
undertaking given by the appellants to comply with the directions contained in paragraph 49(a) of
the SEBI interim order.
The SAT accordingly has stayed the operation of the impugned order as it applies to the appellants.
The SAT has also granted liberty to the appellants to file a detailed reply before SEBI, and SEBI has
been directed to provide inspection of relevant documents within two weeks, following which the
appellants shall file their reply within four weeks.
There is no operational impact on the functioning of the company. The quantifiable financial impact
on the Company cannot be ascertained at this point in time.
Risk Management Policy:
The Company has a risk management framework in place for identification and management of risks
including to identify, assess, monitor, and mitigate various risks to key business objectives. Major
risks identified by the businesses and functions are systematically addressed through mitigating
actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the
Board of Directors of the Company.
Directorâs Responsibility Statement:
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements
of the Company for the year ended March 31,2025, the Board of Directors hereby confirms that:
a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures.
b) such accounting policies have been selected and applied consistently, and the Directors
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as March 31, 2025, and of the profit/loss of the
Company for that year.
c) proper and sufficient care was taken for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d) the annual accounts of the Company have been prepared on a going concern basis.
e) They have laid down Internal financial controls for ensuring the orderly and efficient conduct
of its business, including adherence to Companyâs policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information and
f) proper systems have been devised to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively
Disclosure regarding Internal Complaints Committee under the sexual harassment of women
at workplace (Prevention, Prohibition and Redressal) Act, 2013:
In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and
Redressal) Act, 2013 the Company has complied with the provisions relating to the constitution of
the Internal Complaints Committee and also framed and adopted the policy for the Prevention of
Sexual Harassment at Workplace.
The following is the summary of Sexual Harassment complaints received and disposed of during the
year 2024- 2025.
|
Particulars |
Number |
|
Number of cases pending as on the beginning of the financial year |
Nil |
|
Number of complaints filed during the year |
Nil |
|
Number of cases pending as on the end of the financial year |
Nil |
|
Number of cases pending for a period exceeding 90 days |
Nil |
Statement on Compliance with Maternity Benefit Act, 1961:
During the year under review the Company has complied with the applicable provisions of Maternity
Benefit Act, 1961.
Disclosure under Section 43(a)(ii) of the Companies Act, 2013:
The Company has not issued any shares with differential rights and hence no information as per
provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.
Disclosure under Section 54(1)(d) of the Companies Act, 2013:
The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
Disclosure under Section 62(1)(b) of the Companies Act, 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme during the
year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with
Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
Disclosure under Section 67(3) of the Companies Act, 2013:
During the year under review, there were no instances of non-exercising of voting rights in respect of
shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read
with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
Disclosure of proceedings pending, or application made under Insolvency and Bankruptcy
Code, 2016:
No application was filed for corporate insolvency resolution process, by a financial or operational
creditor or by the company itself under the IBC before the NCLT.
Disclosure of reason for difference between valuation done at the time of taking loan from Bank
and at the time of One Time Settlement:
There was no instance of a one-time settlement with any Bank or Financial Institution.
Compliances of Secretarial Standards:
The Company is in compliance with all the applicable secretarial standards on Board and General
Meetings issued by the Institute of Company Secretaries of India.
Management Discussion and Analysis:
Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as
âAnnexure IV.â
Particulars of Employees:
The particulars of remuneration to directors and employees and other related information required
to be disclosed under Section 197 (12) and rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014the Companies Act, 2013 and the Rules made thereunder are
given in âAnnexure INâ to this Report.
Further the Company has no employee who is in receipt of remuneration of either:
1. Rs. 8,50,000 /- per month or INR 1,02,00,000/- per annum or
2. Who receives in aggregate in excess of that drawn by the Managing Director or Whole Time Director
of the Company and holds by himself/herself along with his spouse and dependent children not less
than 2% of the equity shares of the Company.
SEBI Complaints Redress System (SCORES):
The investor complaints are processed in a centralized web-based complaints redress system. The
salient features of this system are a centralized database of all complaints, online upload of Action
Taken Reports (ATRs) by the concerned companies, and online viewing by investors of actions taken
on the complaint and its current status. Your Company has been registered on SCORES and makes
every effort to resolve all investor complaints received through SCORES or otherwise within the
statutory time limit from the receipt of the complaint.
The Company has not received any complaint on the SCORES during the financial year 2024-2025.
Corporate Governance:
The shares of the Company are listed on SME Platform of NSE, by virtue of Regulation 15 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the
corporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of sub¬
regulation (2) of regulation 46 and Para C, D and E of schedule V are not applicable to the Company.
Hence Corporate Governance does not form part of this Boardâs Report.
Code of Conduct:
The Board has laid down a specific code of Conduct for all Board Members and Senior Management
of the Company. All the Board Members and Senior Management Personnel have affirmed
compliance with the Code on an annual basis.
Insider Trading:
The Board has in consultation with the Stakeholderâs Relationship Committee laid down the policy
to regulate and monitor Insider Trading in the Company. The Committee regularly analyses the
transactions and monitors them to prevent Insider Trading.
The Company has also adopted a Prohibition of Insider Trading Policy.
Means of Communication:
The Board believes that effective communication of information is an essential component of
Corporate Governance. The Company regularly interacts with its shareholders through multiple
channels of communication such as the Companyâs Website and stipulated communications to the
Stock Exchange where the Companyâs shares are listed for the announcement of Financial Results,
Annual Report, Notices, Outcome of Meetings, and Companyâs Policies etc.
Human Resources:
Your Company treats its âHuman Resourcesâ as one of its most important assets. Your Company
continuously invests in the attraction, retention, and development of talent on an ongoing basis. A
number of programs that provide focused peopleâs attention are currently underway. Your
Companyâs thrust is on the promotion of talent internally through job rotation and job enlargement.
As on March 31, 2025, there were a total of 512 employees. The Company has all the required
policies under the Indian laws for the time being in force and as required under the Companies Act,
2013 and SEBI LODR Regulations, 2015 to protect and safeguard the interest of the employees.
Website:
The Company has a website addressed as www. synoptics.co.in Website contains the basic
information about the Company - details of its Business, Financial Information, Shareholding
Pattern, Contact Information of the Designated Official of the Company who is responsible for
assisting and handling investors grievances and such other details as may be required under sub
regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the
contents of this website are periodically updated.
Disclosure pursuant to Section 67(3) of Companies Act, 2013:
Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to
which the scheme relates is not applicable to the Company during the financial year 2024-2025
pursuant to Section 67(3) of the Companies Act, 2013 and rule 16(4) of Companies (Share Capital
and Debenture) Rules, 2014.
Listing on Stock Exchange:
The Equity shares of the Company listed on the Emerge Platform of National Stock Exchange of India
Limited (NSE).
Depository System:
Your Companyâs equity shares are in Demat form. The Company has appointed National Securities
Depository Limited (NSDL) as designated depository to the Company.
Annual Listing Fees to the Stock Exchanges:
Synoptics Technologies Limited have listed its equity shares on the Emerge Platform of National
Stock Exchange of India Limited. The listing fees have been duly paid to the exchange and annual
custodial fees have been paid to CDSL and NSDL.
19. ACKNOWLEDGEMENT
Your Directorâs express their deep sense of gratitude to the banks, financial institutions,
stakeholders, business associates, Central and State Governments for their co-operation and
support and look forward to their continued support in future.
Your Directorâs very warmly thank all our employees for their contribution to your Companyâs
performance. We applaud them for their superior levels of competence, dedication and
commitment to your Company. We have immense respect for every person who risked their lives
and safety to fight this pandemic.
For and on behalf of the Board
For Synoptics Technologies Limited
Jatin Jagmohan Shah Jagmohan Manilal Shah
Managing Director Director
DIN:02329469 DIN:02329506
Date: September 06, 2025
Place: Mumbai
Mar 31, 2024
Your Directorâs have pleasure in presenting the 16th Annual Report of the Synoptics Technologies Limited (âThe Company) for the financial year ended on March 31, 2024.
1. FINANCIAL HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:
The Companyâs performance during the financial year ended 31st March, 2024 are summarized in the following table:
|
(In Rs. Lakh) |
|||||
|
PARTICULARS |
Standalone |
Consolidated |
|||
|
2024 |
2023 |
2024 |
2023 |
||
|
Revenue from operations |
4342.21 |
5123.72 |
4341.66 |
5124.05 |
|
|
Other income |
3552.4 |
4249.60 |
3551.28 |
4248.87 |
|
|
Total Income |
789.81 |
874.11 |
790.38 |
875.18 |
|
|
EBITDA |
1384.17 |
1558.93 |
1386.41 |
1559.87 |
|
|
Tax Expenses: Current Tax Deferred Tax |
215.00 (25.55) |
266.54 (54.93) |
215.00 (25.30) |
266.54 (54.45) |
|
|
Profit / (Loss) for the Year |
600.37 |
662.50 |
600.67 |
663.09 |
|
|
Earning per Equity Share |
|||||
|
Basic |
7.08 |
9.46 |
7.08 |
9.47 |
|
|
Diluted |
7.08 |
9.46 |
7.08 |
9.47 |
|
2. COMPANYâS PERFORMANCE REVIEW:Consolidated Performance
⢠Total revenue (including other income) at T 4341.66 Lakhs, for the year 2024 as compared to T 5124.05 Lakh in financial year 2023.
⢠Profit After Tax at T 600.67 Lakhs in financial year 2024 as against T 663.09 Lakhs in financial year 2023.
⢠EBITDA stood at T 1386.41 Lakhs in financial year 2024 as against T 1559.87 Lakhs in financial year 2023.
⢠Total revenue (including other income) at T 4342.21 Lakhs, for the year 2024 as compared to T 5123.72 Lakh in financial year 2023.
⢠Profit After Tax at T 600.37 Lakhs in financial year 2024 as against T 662.50 Lakhs in financial year 2023.
⢠EBITDA stood at T 1384.17 Lakhs in financial year 2024 as against T 1558.93 Lakhs in financial year 2023.
Your Directorâs express their satisfaction on the overall financial performance and the progress made by the Company during the year under review.
The Board of Directorsâ do not recommend any dividend for the year under review due to net loss of Company, however Directors ensure for better performance and good result in the near future of the Company.
No amount has been transferred to reserves and the profit for the year has been retained in the profit and loss account.
5. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT
i. Mr. Narendra Mairpady have resigned from the post of Non - Executive Independent Director with effect from April 04, 2023.
ii. Company have approved Prospectus for Public Issue of 22,80,000 Equity Shares (including 8,00,000 Equity Share as Offer Sale from existing Shareholders) of Rs. 10/- Each at a Premium of Rs. 237/- per Equity Share on June 22, 2023. Issue was open from June 30, 2023 till July 05, 2023. Company got listed on National Stock Exchange (SME Platform) on July 13, 2023.
iii. Company have allotted 14,80,000 Equity Share pursuant to Public Issue on July 10, 2023 thereby increasing Paid - Up Share Capital of the Company from Rs. 7,00,00,000/- divided into 70,00,000 Equity Shares of Rs. 10/- each to Rs. 8,48,00,000/- divided into 84,80,000 Equity Shares of Rs. 10/- Each.
iv. Mrs. Riddhi Mayak Mehta have resigned from the post of Non - Executive Director with effect from August 18, 2023.
v. During the year under review Mrs. Bijal Ashish Sanghavi (DIN: 10407741) have been appointed as Additional Director (Non - Executive) of the Company with effect from November 10, 2023.
Apart from the above, there have been no other material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
6. CHANGES IN NATURE OF THE BUSINESS, IF ANY
There is no change in its nature of business of Company during the year under review.
7. LISTING OF SHARES THROUGH IPO ON NSE EMERGE PLATFORM:
The Company has listed its equity shares on SME Platform of National Stock Exchange w.e.f. July 13, 2023.
During the year under review, there is no change in the Authorized. As at March 31, 2024, the Authorized Share Capital of the Company is Rs. 10,00,00,000/- divided into 1,00,00,000/- equity shares of Rs. 10/- each.
However, during the Year under review, Company have allotted 14,80,000 Equity Share pursuant to Public Issue on July 10, 2023 thereby increasing Paid - Up Share Capital of the Company from Rs. 7,00,00,000/- divided into 70,00,000 Equity Shares of Rs. 10/- each to Rs. 8,48,00,000/- divided into 84,80,000 Equity Shares of Rs. 10/- Each.
9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of Loan, Guarantees and Investments covered under section 186 of the Companies have been disclosed in Notes to the Financial Statement.
During the year under review your company has not accepted any deposits falling within the meaning of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
11. SUBSIDIARY COMPANY / ASSOCIATE COMPANY / JOINT VENTURE
The Company has a wholly owned subsidiary company namely Synoptics Communications Private Limited.
The Board of Directors (âthe Boardâ) reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure-I to the Boardâs report.
The statement also provides the details of performance and financial positions of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on our website www.synoptics.co.in
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review all the related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an armâs length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations. There are no material significant related party transactions entered into by the Company with its Promoters, Directors, KMP or Senior Management Personnel which may have a potential conflict with the interest of the Company at large. All related party transaction as required under AS-18 are reported in the notes to financial statement of the Company. Form AOC - 2 forming part of this Directors Report is attached herewith as Annexure II.
All related party transactions were placed before the Audit Committee for its approval and noting on quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature.
13. DIRECTORS AND KEY MANAGERIAL PERSONNELi. The Directors and Key Managerial personnel of the Company as on 31st March, 2024 are as below:
|
Sr. No. |
Name |
Designation |
DIN/PAN |
|
1. |
Jatin Jagmohan Shah |
Managing Director |
02329469 |
|
2. |
Jagmohan Manilal Shah |
Executive Director |
02329506 |
|
3. |
Amitabh Kundan |
Independent Director |
08144213 |
|
4. |
Nirbhaysingh Sohal |
Independent Director |
02565676 |
|
5. |
Bijal Ashish Sanghavi |
Additional Non - Executive Director |
10407741 |
|
6. |
Janvi Jatin Shah |
Chief Financial Officer |
AYAPS9827K |
|
7. |
Srushti Nalin Trivedi |
Company Secretary & Compliance Officer |
AQPPT9816Q |
ii. Changed in Board of Directors and KMPâs during the Financial year 2023-24:
⢠Mrs. Bijal Ashish Sanghavi (DIN: 10407741) have been appointed as Additional Director of the Company with effect from November 10, 2023.
⢠Mrs. Riddhi Mayak Mehta (DIN: 07226826) have resigned from the post of Non - Executive Director with effect from August 18, 2023.
⢠Mr. Narendra Mairpady have resigned from the post of Non - Executive Independent Director with effect from April 04, 2023.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, the Office of Mr. Jagmohan Manilal Shah (DIN: 02329506) Director liable to retire by rotation at this Annual General Meeting, and being eligible, he has offered herself for re-appointment. Accordingly the proposal for his reappointment has been included in the Notice convening the Annual General Meeting of the Company.
A brief resume of Director seeking appointment/re-appointment consisting nature of expertise in specific functional areas and name of Companies in which they hold directorship and/or membership/chairmanships of the Committees of the respective Boards, Shareholding and relationship between Directorship inter-se as stipulated under Reg. 36(3) of SEBI (LODR) Regulations, 2015 are given in Section of the notice of AGM forming part of the Annual Report.
iv. Declaration under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Independent Directors:
The Company has duly complied with the definition of ''Independence'' in according to the provisions of Section 149(6) of, read with Schedule IV- Code of Independent Directors to, the Companies Act, 2013 and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended). All the Independent Director/s, have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under
law. The Independent Directors have also confirmed that they have complied with the Company''s code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.
v. Disqualification of Directors:
During the financial year 2023-2024 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.
As on March 31, 2024, the Board has constituted various committees in accordance with the provisions of the Companies Act, 2013, the details of which are given as under:
ii. Nomination and Remuneration Committee
iii. Stakeholder Relationship Committee
Your Company has constituted an Audit Committee (âAudit Committeeâ) as per section 177 of the Companies Act, 2013.
|
The composition of the Audit committee as follows: - |
||
|
Name of the Director/Member |
Designation |
Nature of Directorship |
|
Mr. Nirbhay Singh |
Chairman |
Independent & Non - Executive Director |
|
Mr. Amitabh Kanaiyalal Kundan |
Member |
Independent & Non - Executive Director |
|
Mr. Jagmohan Shah |
Member |
Director |
All members of the Audit Committee have the requisite qualification for appointment on the committee and possess sound knowledge of finance, accounting practices and internal controls. All the recommendations made by the Audit Committee were accepted by the Board. The Company Secretary acts as a secretary to the Committee.
During the Financial Year 2023-24, the Audit Committee of the Board of Directors met Seven (7) times viz April 05, 2023, June 22, 2023, July 10, 2023, July 12, 2023, September 05, 2023, November 10, 2023 and February 07, 2024.
The Role and powers of the committee are as under:
1) Overseeing the Companyâs financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4) Reviewing, the annual financial statements before submission to the board for approval, with particular reference to:
a) Matters required to be included in the Directors Responsibility Statement in the Boardâs report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgment by management.
d) Significant adjustments made in the financial statements arising out of audit findings.
e) Compliance with listing and other legal requirements relating to financial statements.
f) Disclosure of any related party transactions.
g) Modified opinion(s) in the draft audit report.
5) Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval.
6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
7) Reviewing and monitoring the auditorâs independence and performance and effectiveness of audit process.
8) Approval of any transactions of the Company with Related Parties, including any subsequent modification thereof.
9) Scrutiny of inter-corporate loans and investments.
10) Valuation of undertakings or assets of the Company, wherever it is necessary.
11) Evaluation of internal financial controls and risk management systems.
12) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
14) Discussion with internal auditors on any significant findings and follow up there on.
15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
18) To review the functioning of the Whistle Blower mechanism, in case the same exists.
19) Approval of appointment of CFO or any other person heading the finance function or discharging that function after assessing the qualifications, experience & background, etc. of the candidate.
20) To overview the Vigil Mechanism of the Company and take appropriate actions in case of repeated frivolous complaints against any Director or Employee.
21) To implement Ind AS (Indian Accounting Standards), whenever required.
22) Monitoring the end use of funds raised through public offers and related matters.
The Audit Committee shall mandatorily review the following information:
a. Management Discussion and Analysis of financial condition and results of operations.
b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.
c. Management letters / letters of internal control weaknesses issued by the statutory auditors.
d. Internal Audit Reports relating to Internal Control Weaknesses.
e. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the audit committee.
23) Statement of deviations:
a. Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).
Powers of the Audit Committee:
? Investigating any activity within its terms of reference;
? Seeking information from any employee;
? Obtaining outside legal or other professional advice; and
? Securing attendance of outsiders with relevant expertise, if it considers necessary.
ii. Nomination & Remuneration Committee
The constitution of the Nomination and Remuneration Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013.
The Composition of the Nomination and Remuneration Committee are as under:
The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.
|
Name of the Director/Member |
Designation |
Nature of Directorship |
|
Mr. Nirbhay Singh |
Chairman |
Independent & Non - Executive Director |
|
Mr. Amitabh Kanaiyalal Kundan |
Member |
Independent & Non - Executive Director |
|
Mrs. Bijal Ashish Sanghavi* |
Member |
Non - Executive Director |
* The composition of Nomination & Remuneration committee has been re-constituted in the board meeting held on November 10, 2023.
During the Financial Year 2023-24, the Nomination and Remuneration Committee of the Board of Directors met Five Times i.e. April 05, 2023, July 10, 2023, September 05, 2023, November 10, 2023 and February 07, 2024.
ROLE OF THE COMMITTEE:Role of Nomination and Remuneration Committee are as under:
a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other associates.
b) Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.
c) Devising a policy on diversity of Board of Directors.
d) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.
e) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.
f) Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.
iii. Stakeholders Relationship Committee
The Company has constituted a stakeholders relationship committee to redress the complaints/grievances of its shareholders/investors related to non-receipt of annual report, dividend payment, issue of duplicate share certificates, transmission of shares and other related complaints. The stakeholder relationship committee was constituted as per the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
|
The composition of the Stakeholders Relationship Committee is as under: |
||||
|
Name of the Director/Member |
Designation |
Nature of Directorship |
||
|
Mrs. Bijal Ashish Sanghavi |
Chairman |
Non - Executive Director |
||
|
Mr. Nirbhay Singh |
Member |
Independent & Non - Executive Director |
||
|
Mr. Amitabh Kanaiyalal Kundan |
Member |
Independent & Non - Executive Director |
||
|
* The composition of Stakeholders Relationship committee has been re-constituted in the board meeting held on November 10, 2023. |
||||
During the Financial Year 2023-24, the Stakeholders Relationship Committee of the Board of Directors met Five Times i.e. April 05, 2023, July 10, 2023, September 05, 2023, November 10, 2023 and February 07, 2024.
The Stakeholder Relationships Committee shall oversee all matters pertaining to investors of our Company.
The terms of reference of the Investor Grievance Committee include the following:
a. Redressal of shareholdersâ/investorsâ complaints;
b. Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;
c. Issue of duplicate certificates and new certificates on split/consolidation/renewal;
d. Non-receipt of declared dividends, balance sheets of the Company; and
e. Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure
b) Requirements) Regulations, 2015.
The Board oversees the overall functioning of the Company. The Board provides and evaluates the strategic direction of the Company, management policies and their effectiveness and ensures that the long-term interests of the stakeholders are being served in order to effectively perform its responsibility of oversight. In compliance with the statutory requirements, and to provide a focused discharge of its responsibilities, the Board has constituted various committees with necessary terms of reference.
During the year 2023-24, Eleven (11) Board Meetings were held on 5th April, 2023, 10th April, 2023, 22nd June, 2023, 10th July, 2023, 12th July, 2023, 7th August, 2023, 5th September, 2023, 8th November, 2023, 10th November, 2023, 16th December, 2023 and 7th February, 2024. the Board met 11 times. The maximum interval between any two meetings was not more than 120 (one hundred and twenty) days, as stipulated under Section 173(1) of the Act, Regulation 17(2) of the Listing Regulations and the Secretarial Standards-1 issued by Institute of Company Secretaries of India.
|
Sr. No. |
Name of the Director |
No. of Board Meetings |
|
|
Eligible to Attend |
Attended |
||
|
1. |
Jatin Jagmohan Shah |
11 |
11 |
|
2. |
Jagmohan Manilal Shah |
11 |
11 |
|
3. |
Amitabh Kundan |
11 |
11 |
|
4. |
Nirbhaysingh Sohal |
11 |
11 |
|
5. |
Bijal Ashish Sanghavi |
2 |
2 |
The Board has devised a policy pursuant to the provisions of the Act and the SEBI Listing Regulations for performance evaluation of the Chairman, Board, individual directors (including independent directors) and Committees which includes criteria for performance evaluation of non-executive Directors and Executive Directors.
The Nomination and Remuneration Committee of the Company has specified the manner of effective evaluation of the performance of Board, its committees and individual directors of the Company and has authorized the Board to carry out their evaluation based on the manner specified by the Committee. The performance of the Chairman, each of the director and Committees was evaluated by the Board, based on report on evaluation received from the Board Members. The reports on performance evaluation of the individual directors were reviewed by the Board.
17. DIRECTORSâ RESPONSIBILITY STATEMENT
The audited accounts for the year under review are in conformity with the requirements of the Companies Act, 2013 and the Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year under review and reasonably present your Companyâs financial condition and results of operations.
Pursuant to Section 134 (3) (C) of the Companies Act, 2013 the Directors confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
b) The accounting policies selected have been applied consistently, and judgements and estimates are made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company as at 31st March 2024 and of the profit of your Company for the year ended on that date;
c) proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of your Company, and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis;
e) Your company has laid down proper internal financial controls and that such internal financial controls are adequate and were operating effectively;
f) Your Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
18. ENERGY CONSERVATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31,2024 is given below:
CONSERVATION OF ENERGY:⢠The Steps taken or impact on conservation of energy:
The operations of the Company do not involve high energy consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.
⢠The Steps taken by Company for utilizing alternate source of energy: Nil⢠The capital investment on energy conservation equipmentâs: Nil TECHNOLOGY ABSORPTION:⢠The efforts made towards technology absorption: Nil
⢠The benefits derived like product improvement, cost reduction, product development or import substitution: Nil
⢠In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year):
|
a) the details of technology |
|
|
b) the year of Import |
NIL |
|
c) whether the technology been fully absorbed |
|
|
d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action |
|
FOREIGN EXCHANGE EARNINGS AND OUTGO: |
(Amount in Lakh) |
||
|
Foreign Exchange Earning |
Nil |
||
|
Foreign Exchange Outgo |
Nil |
||
19. EXTRACT OF THE ANNUAL RETURN
As per the amendment in Rule 12 of Companies (Management and Administration) Rules, 2014, a company shall not be required to attach the extract of annual return with the Boardâs Report in Form No. MGT-9, in case the web link of such annual return has been disclosed in the Boardâs report in accordance with sub-section (3) of section 92 of the Companies Act, 2013.
The Annual return will be placed on the weblink of the company viz., https://www.synoptics.co.in.
Company got listed on NSE Emerge platform on 13th July, 2023 but as the shares are listed on SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Boardâs Report.
21. COMPLIANCES OF SECRETARIAL STANDARDS
The Company is in compliance with all the applicable standards issued by the Institute of Company Secretaries of India.
22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.
The Company has no employee, who is in receipt of remuneration of Rs 8,50,000/- per month or Rs. 1,02,00,000/- per annum and hence the Company is not required to give information under sub rule 2 and 3 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further the following details forming part of Annexure III to the Board Report.
> Pursuant to Rule 5(2) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014 statement containing the names and other particulars of Top Ten employees in terms of remuneration drawn by them
> Disclosure Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
24. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as an Annexure IV.
25. AUDITORS(a) Statutory Auditor
Members of the Company have approved the appointment of M/s. Yogesh J Walavalkar & Co., Chartered Accountants, Palghar, (FRN: 132628W), as the statutory auditors of the company for a consecutive term of five years at the Annual General Meeting held on September 29, 2023 till the conclusion of Annual General Meeting for the financial year 2027-28.
During the year under review, the Board of Directors had appointed M/s. Mishra and Associates, Practicing Company Secretaries, Mumbai, as the Secretarial Auditors of the Company for the financial year 2023-24.
The Secretarial Audit Report issued by M/s. Mishra & Associates, Company Secretaries, for the Financial Year 2023-24. In Form MR-3 is annexed as âAnnexure VIâ and forms a part of this Report.
M/s. Rishabh S Vora & Co, Chartered Accountants, Mumbai, were as Internal Auditors of the Company for conducting Internal Audit functions for the financial year 2023-24.
26. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees under Section 143(12) of the Companies Act, 2013.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT OR TRIBUNAL
There were no significant and material orders issued against the Company by a regulating authority or court or tribunal that could affect the going concern status and companyâs operation in future.
Your Company has established a robust Vigil Mechanism for reporting of concerns through the Whistle Blower Policy of your Company, which is in compliance of the provisions of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the Listing Regulations. The Policy provides for framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. Adequate safeguards are provided against victimization to those who avail of the mechanism, and access to the Chairman of the Audit Committee, in exceptional cases, is provided to them. The details of the Vigil Mechanism are also provided in the Corporate Governance Report, which forms part of this Annual Report and the Whistle Blower Policy has been uploaded on the website of your Company, www.synoptics.co.in under the head investor section.
29. REPORTING OF FRAUD BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee under section 143(12) of the Companies Act, 2013 any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Boardâs Report. There were no frauds disclosed during the Financial Year.
The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis.
31. PREVENTION OF INSIDER TRADING
In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the âCode of Conduct to regulate, monitor and report trading by designated persons in Listedâ of the Company (âthe Insider Trading Codeâ). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned should follow, both in letter and spirit, while trading in listed securities of the Company.
The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (âthe Code") in line with the Securities and Exchange Board of India (Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for determination of, legitimate purposes as a part of the Code. The Code also includes policy and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information (UPSI) and aims at preventing misuse of UPSI. The mechanism for monitoring trade in the Companyâs securities by the âDesignated Employeesâ and their relativeâs helps in real time detection and taking appropriate action, in case of any violation/non-compliance of the Companyâs Insider Trading Code.
The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as Company''s Website and stipulated communications to Stock Exchange where the Company''s shares are listed for announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, Companyâs Policies etc.
33. PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
Your Company has Zero tolerance for sexual harassment at workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the Financial Year 2023-24, the company has received no complaints on sexual harassment.
Your Companyâs human resources is the strong foundation for creating many possibilities for its business. During the year under review, your Company added greater employee talent through seamless integration of acquired assets. Continuous people development for developing knowledge and skills coupled with the Talent Management practices will deliver the talent needs of the organization. Your Company treats its âHuman Resourcesâ as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
The Company has a website addressed as www.synoptics.co.in Website contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.
36. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS
A policy known as âAppointment criteria for Directors & Senior Management and their Remuneration Policyâ approved by the Nomination and Remuneration Committee and Board is followed by the Company on remuneration of Directors and Senior Management employees as required under Section
178(3) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Policy aims at attracting and retaining high caliber personnel from diverse educational fields and with varied experience to serve on the Board for guiding the Management team to enhanced organizational performance.
37. CORPORATE SOCIAL RESPONSIBILITY
In compliance with requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended March 31, 2023 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure V.
Your Directorâs express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates, Central and State Governments for their co-operation and support and look forward to their continued support in future.
Your Directorâs very warmly thank all our employees for their contribution to your Companyâs performance. We applaud them for their superior levels of competence, dedication and commitment to your Company. We have immense respect for every person who risked their lives and safety to fight this pandemic.
Mar 31, 2023
Your Directorâs have pleasure in presenting the 15th Annual Report of the Synoptics Technologies Limited (âThe Company) for the financial year ended on March 31, 2023.
1. FINANCIAL HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:
The Companyâs performance during the financial year ended 31st March, 2023 are summarized in the following table:
|
PARTICULARS |
Standalone |
Consolidated |
||
|
2023 |
2022 |
2023 |
2022 |
|
|
Total Income |
5123.72 |
5078.15 |
5124.04 |
5097.07 |
|
Total Expenses |
4249.60 |
4495.22 |
4248.86 |
4513.67 |
|
Profit Before Tax |
874.11 |
582.94 |
875.18 |
583.40 |
|
Less: |
||||
|
Current Tax |
266.54 |
167.25 |
266.54 |
167.25 |
|
Deferred Tax |
(54.93) |
(13.94) |
(54.45) |
(13.16) |
|
Profit / (Loss) for the Year |
662.50 |
429.18 |
663.09 |
429.31 |
|
Earning per Equity Share |
||||
|
Basic |
9.46 |
6.13 |
9.47 |
6.13 |
|
Diluted |
9.46 |
6.13 |
9.47 |
6.13 |
2. COMPANYâS PERFORMANCE REVIEW:
Consolidated Performance
⢠Total revenue (including other income) at T 5124.04 Lakhs, for the year 2023 as compared to T 5097.07 Lakh in financial year 2022.
⢠Profit After Tax at T 663.09 Lakhs in financial year 2023 as against T 429.31 Lakhs in financial year 2022.
⢠EBITDA stood at T 1,347.78 Lakhs in financial year 2023 as against T 953.40 Lakhs in financial year 2022.
Standalone Performance
⢠Total revenue (including other income) at T 5,123.72 Lakhs, for the year 2023 as compared to T 5,078.15 Lakh in financial year 2022.
⢠Profit After Tax at T 662.50 Lakhs in financial year 2023 as against T 429.18 Lakhs in financial year 2022.
⢠EBITDA stood at T 1,557.15 Lakhs in financial year 2023 as against T 1,106.22 Lakhs in financial year 2022.
Your Directorâs express their satisfaction on the overall financial performance and the progress made by the Company during the year under review.
3. DIVIDEND
The Board of Directorsâ do not recommend any dividend for the year under review due to net loss of Company, however Directors ensure for better performance and good result in the near future of the Company.
4. TRANSFER TO RESERVES
No amount has been transferred to reserves and the profit for the year has been retained in the profit and loss account.
5. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT
i. During the year under review, Mr. Amitabh Kundan (DIN: 08144213), Mr. Nirbhaysingh Kuldeep (DIN: 02565676) and Mr. Narendra Mairpady (DIN: 00536905) have been appointed as Non - Executive Independent Director of the Company with effect from December 24,
2022. However, Mr. Narendra Mairpady have resigned from the post of Non - Executive Independent Director with effect from April 04, 2023.
ii. Ms. Srushti Nalin Trivedi having Membership Number A56604 of Institute of Company Secretaries of India have been appointed as Company Secretary and Compliance Officer of the Company with effect from December 24, 2022.
iii. Mrs. Janvi Jatin Shah have resigned from the board vide letter dated February 10, 2023 and appointed as Chief Financial Officer of the Company with effect from February 10, 2023.
iv. Mrs. Riddhi Mayak Mehta (DIN: 07226826) have been appointed as Non - Executive Director of the Company with effect from February 10, 2023. However, Mrs. Riddhi Mayak Mehta have resigned from the post of Non - Executive Independent Director with effect from August 18,
2023.
v. Company have approved Draft Prospectus for Public Issue of 22,80,000 Equity Shares (including 8,00,000 Equity Share as Offer Sale from existing Shareholders) of Rs. 10/- Each at a Premium of Rs. 237/- per Equity Share. Further Company have approved Prospectus for the said Public Issue on June 22, 2023. Issue was open from June 30, 2023 till July 05, 2023. Company got listed on National Stock Exchange (SME Platform) on July 13, 2023.
vi. Company have allotted 14,80,000 Equity Share pursuant to Public Issue on July 10, 2023 thereby increasing Paid - Up Share Capital of the Company from Rs. 7,00,00,000/- divided into 70,00,000 Equity Shares of Rs. 10/- each to Rs. 8,48,00,000/- divided into 84,80,000 Equity Shares of Rs. 10/- Each.
Apart from the above, there have been no other material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.
6. CHANGES IN NATURE OF THE BUSINESS, IF ANY
There is no change in its nature of business of Company during the year under review.
7. LISTING OF SHARES THROUGH IPO ON NSE EMERGE PLATFORM:
The Company has listed its equity shares on SME Platform of National Stock Exchange w.e.f. July 13, 2023.
8. SHARE CAPITAL
During the year under review, there is no change in the Authorized, Issued, Subscribed and Paid-up Share Capital of the Company.
As at March 31,2023, the Authorized Share Capital of the Company is Rs. 10,00,00,000/- divided into
1.00. 00.000/- equity shares of Rs. 10/- each.
Further, Issued, Subscribed and Paid-up Share Capital of the Company as at March 31,2023 is Rs.
7.00. 00.000/- divided into 70,00,000 equity shares of Rs. 10/- each.
Company have allotted 14,80,000 Equity Shares of Rs. 10/- each at a premium of Rs. 227/- per Equity Share on July 10, 2023 pursuant to Initial Public Offer of Equity Shares of the Company thereby increasing paid-up capital from Rs. 7,00,00,000/- divided into 70,00,000 Equity Shares of Rs. 10/-each to Rs. 8,48,00,000/- divided into 84,80,000 Equity Shares of Rs. 10/- Each.
9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of Loan, Guarantees and Investments covered under section 186 of the Companies have been disclosed in Notes to the Financial Statement.
10. PUBLIC DEPOSITS
During the year under review your company has not accepted any deposits falling within the meaning of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
11. SUBSIDIARY COMPANY / ASSOCIATE COMPANY / JOINT VENTURE
The Company has a wholly owned subsidiary company namely Synoptics Communications Private Limited.
The Board of Directors (âthe Boardâ) reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure-II to the Boardâs report.
The statement also provides the details of performance and financial positions of each of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on our website www.synoptics.co.in
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review all the related party transactions/contracts/arrangements that were entered into by the Company during the year under review were on an armâs length basis and were in compliance with the applicable provisions of the Act and the Listing Regulations. There are no
material significant related party transactions entered into by the Company with its Promoters, Directors, KMP or Senior Management Personnel which may have a potential conflict with the interest of the Company at large. All related party transaction as required under AS-18 are reported in the notes to financial statement of the Company. Form AOC - 2 forming part of this Directors Report is attached herewith as Annexure I.
All related party transactions were placed before the Audit Committee for its approval and noting on quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseen and of a repetitive nature.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
i. The Directors and Key Managerial personnel of the Company as on 31st March, 2023 are as below:
|
Sr. No. |
Name |
Designation |
DIN/PAN |
|
1. |
Jatin Jagmohan Shah |
Managing Director |
02329469 |
|
2. |
Jagmohan Manilal Shah |
Executive Director |
02329506 |
|
3. |
Riddhi Mayank Mehta* |
Non- Executive Director |
07226826 |
|
4. |
Amitabh Kundan |
Independent Director |
08144213 |
|
5. |
Nirbhaysingh Sohal |
Independent Director |
02565676 |
|
6. |
Narendra Mairpady* |
Independent Director |
00536905 |
|
6. |
Janvi Jatin Shah |
Chief Financial Officer |
AYAPS9827K |
|
7. |
Srushti Nalin Trivedi |
Company Secretary & Compliance Officer |
AQPPT9816Q |
* Mr. Narendra Mairpady have resigned from the post of Independent Director of the Company with effect from April 04, 2023.
* Mrs. Riddhi Mayak Mehta have resigned from the post of Non - Executive Director with effect from August 18, 2023.
ii. Changed in Board of Directors and KMPâs during the Financial year 2022-23:
⢠During the year under review, Mr. Amitabh Kundan (DIN: 08144213), Mr. Nirbhaysingh Kuldeep (DIN: 02565676) and Mr. Narendra Mairpady (DIN: 00536905) have been appointed as Non - Executive and Independent Director of the Company with effect from December 24, 2022.
⢠Ms. Srushti Nalin Trivedi having Membership Number A56604 of Institute of Company Secretaries of India have been appointed as Company Secretary and Compliance Officer of the Company with effect from December 24, 2022.
⢠Mrs. Janvi Jatin Shah have resigned from the board vide letter dated February 10, 2023 and appointed as Chief Financial Officer of the Company with effect from February 10, 2023.
⢠Mrs. Riddhi Mayak Mehta (DIN: 07226826) have been appointed as Non - Executive Director of the Company with effect from February 10, 2023.
iii. Retire by Rotation
Pursuant to the provisions of Section 152 of the Companies Act, 2013, the Office of Mr. Jagmohan
Manilal Shah (DIN: 02329506) Director liable to retire by rotation at this Annual General Meeting,
and being eligible, he has offered herself for re-appointment. Accordingly the proposal for his reappointment has been included in the Notice convening the Annual General Meeting of the Company.
A brief resume of Director seeking appointment/re-appointment consisting nature of expertise in specific functional areas and name of Companies in which they hold directorship and/or membership/chairmanships of the Committees of the respective Boards, Shareholding and relationship between Directorship inter-se as stipulated under Reg. 36(3) of SEBI (LODR) Regulations, 2015 are given in Section of the notice of AGM forming part of the Annual Report.
iv. Declaration under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Independent Directors:
The Company has duly complied with the definition of ''Independence'' in according to the provisions of Section 149(6) of, read with Schedule IV- Code of Independent Directors to, the Companies Act, 2013 and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended). All the Independent Director/s, have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law. The Independent Directors have also confirmed that they have complied with the Company''s code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.
v. Disqualification of Directors:
During the financial year 2022-2023 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.
14. COMMITTEES OF THE BOARD
As on March 31, 2023, the Board has constituted various committees in accordance with the provisions of the Companies Act, 2013, the details of which are given as under:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholder Relationship Committee
i. Audit Committee:
Your Company has constituted an Audit Committee (âAudit Committeeâ) as per section 177 of the Companies Act, 2013.
The composition of the Audit committee as follows: -
|
Name of the Director/Member |
Designation |
Nature of Directorship |
|
Mr. Nirbhay Singh |
Chairman |
Independent & Non - Executive Director |
|
Mr. Amitabh Kanaiyalal Kundan |
Member |
Independent & Non - Executive Director |
|
Mr. Jagmohan Shah |
Member |
Director |
* The composition of Audit committee has been re-constituted in the board meeting held on April 10, 2023.
All members of the Audit Committee have the requisite qualification for appointment on the committee and possess sound knowledge of finance, accounting practices and internal controls. All the recommendations made by the Audit Committee were accepted by the Board. The Company Secretary acts as a secretary to the Committee.
During the Financial Year 2022-23, the Audit Committee of the Board of Directors met Three times viz February 10, 2023, February 15, 2023 and March 15, 2023.
The Role and powers of the committee are as under:
1) Overseeing the Companyâs financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4) Reviewing, the annual financial statements before submission to the board for approval, with particular reference to:
a) Matters required to be included in the Directors Responsibility Statement in the Boardâs report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.
b) Changes, if any, in accounting policies and practices and reasons for the same.
c) Major accounting entries involving estimates based on the exercise of judgment by management.
d) Significant adjustments made in the financial statements arising out of audit findings.
e) Compliance with listing and other legal requirements relating to financial statements.
f) Disclosure of any related party transactions.
g) Modified opinion(s) in the draft audit report.
5) Reviewing, with the management, the half yearly and annual financial statements before submission to the board for approval.
6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
7) Reviewing and monitoring the auditorâs independence and performance and effectiveness of audit process.
8) Approval of any transactions of the Company with Related Parties, including any subsequent modification thereof.
9) Scrutiny of inter-corporate loans and investments.
10) Valuation of undertakings or assets of the Company, wherever it is necessary.
11) Evaluation of internal financial controls and risk management systems.
12) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
14) Discussion with internal auditors on any significant findings and follow up there on.
15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
18) To review the functioning of the Whistle Blower mechanism, in case the same exists.
19) Approval of appointment of CFO or any other person heading the finance function or discharging that function after assessing the qualifications, experience & background, etc. of the candidate.
20) To overview the Vigil Mechanism of the Company and take appropriate actions in case of repeated frivolous complaints against any Director or Employee.
21) To implement Ind AS (Indian Accounting Standards), whenever required.
22) Monitoring the end use of funds raised through public offers and related matters.
The Audit Committee shall mandatorily review the following information:
a. Management Discussion and Analysis of financial condition and results of operations.
b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.
c. Management letters / letters of internal control weaknesses issued by the statutory auditors.
d. Internal Audit Reports relating to Internal Control Weaknesses.
e. The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the audit committee.
23) Statement of deviations:
a. Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).
Powers of the Audit Committee:
? Investigating any activity within its terms of reference;
? Seeking information from any employee;
? Obtaining outside legal or other professional advice; and
? Securing attendance of outsiders with relevant expertise, if it considers necessary.
ii. Nomination & Remuneration Committee
The constitution of the Nomination and Remuneration Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013.
The Composition of the Nomination and Remuneration Committee are as under:
The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.
|
Name of the Director/Member |
Designation |
Nature of Directorship |
|
Mr. Nirbhay Singh |
Chairman |
Independent & Non - Executive Director |
|
Mr. Amitabh Kanaiyalal Kundan |
Member |
Independent & Non - Executive Director |
|
Mrs. Riddhi Mayak Mehta* |
Member |
Executive Director |
* Mrs. Riddhi Mayak Mehta have resigned from the post of Non - Executive Director with effect from
August 18, 2023.
* The composition of Nomination & Remuneration committee has been re-constituted in the board
meeting held on April 10, 2023.
During the Financial Year 2022-23, the Nomination and Remuneration Committee of the Board of Directors met Two Times i.e. February 10, 2023 and February 15, 2023.
ROLE OF THE COMMITTEE:
Role of Nomination and Remuneration Committee are as under:
a) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other associates.
b) Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.
c) Devising a policy on diversity of Board of Directors.
d) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.
e) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.
f) Such other matters as may from time to time be required by any statutory, contractual or other regulatory requirements to be attended to by such committee.
iii. Stakeholders Relationship Committee
The Company has constituted a stakeholders relationship committee to redress the complaints/grievances of its shareholders/investors related to non-receipt of annual report, dividend payment, issue of duplicate share certificates, transmission of shares and other related complaints. The stakeholder relationship committee was constituted as per the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
The composition of the Stakeholders Relationship Committee is as under:
|
Name of the Director/Member |
Designation |
Nature of Directorship |
|
Mrs. Riddhi Mayak Mehta* |
Chairman |
Non - Executive Director |
|
Mr. Nirbhay Singh |
Member |
Independent & Non - Executive Director |
|
Mr. Amitabh Kanaiyalal Kundan |
Member |
Independent & Non - Executive Director |
* Mrs. Riddhi Mayak Mehta have resigned from the post of Non - Executive Director with effect from August 18, 2023.
* The composition of Stakeholders Relationship committee has been re-constituted in the board meeting held on April 10,2023.
During the Financial Year 2022-23, the Stakeholders Relationship Committee of the Board of Directors met on March 14, 2023.
The Stakeholder Relationships Committee shall oversee all matters pertaining to investors of our Company.
The terms of reference of the Investor Grievance Committee include the following:
a. Redressal of shareholdersâ/investorsâ complaints;
b. Reviewing on a periodic basis the Approval of transfer or transmission of shares, debentures or any other securities made by the Registrar and Share Transfer Agent;
c. Issue of duplicate certificates and new certificates on split/consolidation/renewal;
d. Non-receipt of declared dividends, balance sheets of the Company; and
e. Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure
b) Requirements) Regulations, 2015.
15. BOARD MEETINGS HELD DURING THE YEAR
During the year ended March 31, 2023, the Board met 14 times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the âActâ). Required quorum was present throughout each meeting as per the requirement of the said Act. The details are as follows:
|
28.05.2022 |
25.07.2022 |
|
28.06.2022 |
10.08.2022 |
|
11.07.2022 |
03.09.2022 |
|
10.10.2022 |
05.12.2022 |
|
12.12.2022 |
24.12.2022 |
|
10.01.2023 |
10.02.2023 |
|
15.02.2023 |
14.03.2023 |
|
Sr. No. |
Name of the Director |
No. of Board Meetings |
|
|
Eligible to Attend |
Attended |
||
|
1. |
Jatin Jagmohan Shah |
14 |
14 |
|
|2. |
Jagmohan Manilal Shah |
14 |
14 |
|
3. |
Riddhi Mayank Mehta |
2 |
2 |
|
|4. |
Amitabh Kundan |
4 |
4 |
|
5. |
Nirbhaysingh Sohal |
4 |
4 |
|
|6. |
Narendra Mairpady |
4 |
4 |
16. FORMAL ANNUAL EVALUATION
During the year under review, it was not applicable to the Company.
17. DIRECTORSâ RESPONSIBILITY STATEMENT
The audited accounts for the year under review are in conformity with the requirements of the Companies Act, 2013 and the Accounting Standards. The financial statements reflect fairly the form and substance of transactions carried out during the year under review and reasonably present your Companyâs financial condition and results of operations.
Pursuant to Section 134 (3) (C) of the Companies Act, 2013 the Directors confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
b) The accounting policies selected have been applied consistently, and judgements and estimates are made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company as at 31st March 2023 and of the profit of your Company for the year ended on that date;
c) proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of your Company, and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis;
e) Your company has laid down proper internal financial controls and that such internal financial controls are adequate and were operating effectively;
f) Your Company has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
18. ENERGY CONSERVATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31,2023 is given below:
CONSERVATION OF ENERGY:
⢠The Steps taken or impact on conservation of energy:
The operations of the Company do not involve high energy consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.
⢠The Steps taken by Company for utilizing alternate source of energy: Nil
⢠The capital investment on energy conservation equipmentâs: Nil TECHNOLOGY ABSORPTION:
⢠The efforts made towards technology absorption: Nil
⢠The benefits derived like product improvement, cost reduction, product development or import substitution: Nil
⢠In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year):
|
a) the details of technology |
|
|
b) the year of Import |
NIL |
|
c) whether the technology been fully absorbed |
|
|
d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action |
FOREIGN EXCHANGE EARNINGS AND OUTGO:
|
Foreign Exchange Earning |
510.34 |
|
Foreign Exchange Outgo |
Nil |
19. EXTRACT OF THE ANNUAL RETURN
As per the amendment in Rule 12 of Companies (Management and Administration) Rules, 2014, a company shall not be required to attach the extract of annual return with the Boardâs Report in Form No. MGT-9, in case the web link of such annual return has been disclosed in the Boardâs report in accordance with sub-section (3) of section 92 of the Companies Act, 2013.
The Annual return will be placed on the weblink of the company viz., https://www.synoptics.co.in.
20. CORPORATE GOVERNANCE
Company got listed on NSE Emerge platform on 13th July, 2023 but as the shares are listed on SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Boardâs Report.
21. COMPLIANCES OF SECRETARIAL STANDARDS
The Company is in compliance with all the applicable standards issued by the Institute of Company Secretaries of India.
22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.
23. PARTICULARS OF EMPLOYEES
The Company has no employee, who is in receipt of remuneration of Rs 8,50,000/- per month or Rs. 1,02,00,000/- per annum and hence the Company is not required to give information under sub rule 2 and 3 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further the following details forming part of Annexure III to the Board Report.
> Pursuant to Rule 5(2) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014 statement containing the names and other particulars of Top Ten employees in terms of remuneration drawn by them
> Disclosure Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
24. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as an Annexure IV.
25. AUDITORS
(a) Statutory Auditor
As per the provisions of Section 139 & 142 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company had appointed M/s. Yogesh J Walavalkar & Co., Chartered Accountants (Firm Registration No. 132628W) as the Statutory Auditor due to casual vacancy caused by the resignation of M/s. Rishabh S. Vora, Chartered Accountants, (Firm Registration No. 153261W), for the current Financial Year 2022-23 w.e.f. 10th October, 2022 to hold office till the conclusion of Next Annual General Meeting of the Company.
Accordingly, as per recommendation of Audit Committee, the Board of Directors in their meeting held on September 05, 2023 has appointed M/s. Yogesh J Walavalkar & Co., Chartered Accountants (Firm Registration No. 132628W) as Statutory Auditor of Company for the period of 5 years i.e., from F.Y. 2023-24 to 2027-28 subject to approval of Shareholders in the Annual General Meeting of Company.
There is no qualifications, reservations or adverse remarks made by the M/s. Yogesh J Walavalkar & Co., statutory Auditor of Company in their Audit Report for the year under review.
(b) Secretarial Auditor
During the year under review, Secretarial audit was not applicable. However, in accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board will appoint secretarial Auditor of Company for F.Y. 2023-24.
(c) Internal Auditor
During the year under review, requirement of appointment of Internal Auditor was not applicable since the Company. The Board will appoint secretarial Auditor of Company for F.Y. 2023-24.
26. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees under Section 143(12) of the Companies Act, 2013.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT OR TRIBUNAL
There were no significant and material orders issued against the Company by a regulating authority or court or tribunal that could affect the going concern status and companyâs operation in future.
28. VIGIL MECHANISM
Your Company has established a robust Vigil Mechanism for reporting of concerns through the Whistle Blower Policy of your Company, which is in compliance of the provisions of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and the Listing Regulations. The Policy provides for framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. Adequate safeguards are provided against victimization to those who avail of the mechanism, and access to the Chairman of the Audit Committee, in exceptional cases, is provided to them. The details of the Vigil Mechanism are also provided in the Corporate Governance Report, which forms part of this Annual Report and the Whistle Blower Policy has been uploaded on the website of your Company, www.synoptics.co.in under the head investor section.
29. REPORTING OF FRAUD BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee under section 143(12) of the Companies Act, 2013 any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Boardâs Report. There were no frauds disclosed during the Financial Year.
30. CODE OF CONDUCT
The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis.
31. PREVENTION OF INSIDER TRADING
In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the
âCode of Conduct to regulate, monitor and report trading by designated persons in Listedâ of the Company (âthe Insider Trading Codeâ). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned should follow, both in letter and spirit, while trading in listed securities of the Company.
The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (âthe Code") in line with the Securities and Exchange Board of India (Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for determination of, legitimate purposes as a part of the Code. The Code also includes policy and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information (UPSI) and aims at preventing misuse of UPSI. The mechanism for monitoring trade in the Companyâs securities by the âDesignated Employeesâ and their relativeâs helps in real time detection and taking appropriate action, in case of any violation/non-compliance of the Companyâs Insider Trading Code.
32. MEANS OF COMMUNICATION
The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as Company''s Website and stipulated communications to Stock Exchange where the Company''s shares are listed for announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, Companyâs Policies etc.
33. PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE
Your Company has Zero tolerance for sexual harassment at workplace. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the Financial Year 2022-23, the company has received no complaints on sexual harassment.
34. HUMAN RESOURCE
Your Companyâs human resources is the strong foundation for creating many possibilities for its business. During the year under review, your Company added greater employee talent through seamless integration of acquired assets. Continuous people development for developing knowledge and skills coupled with the Talent Management practices will deliver the talent needs of the organization. Your Company treats its âHuman Resourcesâ as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
35. WEBSITE
The Company has a website addressed as www.synoptics.co.in Website contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub
regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.
36. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS
A policy known as âAppointment criteria for Directors & Senior Management and their Remuneration Policyâ approved by the Nomination and Remuneration Committee and Board is followed by the Company on remuneration of Directors and Senior Management employees as required under Section
178(3) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The Policy aims at attracting and retaining high caliber personnel from diverse educational fields and with varied experience to serve on the Board for guiding the Management team to enhanced organizational performance.
37. CORPORATE SOCIAL RESPONSIBILITY
In compliance with requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended March 31, 2023 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure V.
38. ACKNOWLEDGEMENT
Your Directors express their deep sense of gratitude to the banks, financial institutions, stakeholders, business associates, Central and State Governments for their co-operation and support and look forward to their continued support in future.
Your Directors very warmly thank all our employees for their contribution to your Companyâs performance. We applaud them for their superior levels of competence, dedication and commitment to your Company. We have immense respect for every person who risked their lives and safety to fight this pandemic.
For and on behalf of the Board For Synoptics Technologies Limited
Jatin Jagmohan Shah Jagmohan Manilal Shah
Managing Director Director
DIN: 02329469 DIN: 02329506
Date: September 05, 2023 Place: Mumbai
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