Symbiox Investment & Trading Co Ltd

Dear Members,

The Board of Directors are pleased to present the Company's 45th Annual Report along with the audited accounts for the financial year ended March 31, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Standalone Financial results are summarized below: (Amount in hundred)

2. REVIEW OF OPERATIONS

The Total Income of the Company stood at Rs.412.78 lacs for the year ended March 31, 2024 as against Rs. 399.88 Lacs in the previous year. The Company made a Net Profit of Rs. 20.83 Lacs for the year ended March 31, 2024 as compared to the Net Profit of Rs. 15.91 Lacs in the previous year.

3. RESERVES

The Company has not transferred any amount to General Reserve.

4. DIVIDEND

With a view to conserve resources for working capital requirements and rising capital expenditure, directors considered it prudent not to recommend any dividend for the year under review.

5. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

6. SHARE CAPITAL

The paid-up equity capital as on March 31, 2024 was Rs. 312,873,300. During the year under review, no issue of equity shares with differential voting rights was completed. Further, the Company has not issued any sweat equity nor granted any employee stock options.

7. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

8. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations"), is presented in a separate section forming part of the Annual Report.

9. CHANGES IN THE NATURE OF BUSINESS

During the year, there has been no Change in the nature of the Business of the Company.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:-

As per provisions of section 178 of Companies Act, 2013 the Nomination and Remuneration Committee has been constituted by the board, details of which have been placed on the website of the company viz https://symbioxinvestment.com/Policies.html as "Committees of Board of Directors".

Accordingly company has also formulated the Audit committee and Stakeholders Relationship committee in accordance with section 177 and 178 (5) of Companies Act, 2013, details of which has been placed on the website of the company as "Committees of Board of Directors".

11. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the FY and the date of this Report.

12. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2024 will be available on the website of the Company at https://symbioxinvestment.com/annual-return.html .

13. CHANGE IN SHARE CAPITAL

There was no change in Share Capital for year ended March 31, 2024.

14. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Company's business operations. The Directors are given an orientation on the products of the business, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.

During the year under review, Swapan Sardar (DIN: 09672631) Independent Directors of the Company were inducted to the Board dated 05.09.2023.

15. DIRECTORS AND KEY MANANGERIAL PERSONNEL

Since April 1, 2023 till the date of this Report, the following changes took place in the Board of Directors and the Key Managerial Personnel (in the order of their occurrence):

Ms. Neha Pansari, Company Secretary of the Company has resigned from the Company w.e.f. 05^th April, 2023.

Mr. Mahavir Verma, Executive Director & CFO of the Company has resigned from the Company w.e.f. 05^th September, 2023. Mrs. Raj Kumari Naskar, Independent Director of the Company has resigned from the Company w.e.f. 05^th September, 2023. Mr. Swapan Sardar, was appointed as Additional Independent Director of the Company w.e.f. 05^th September, 2023. Thereafter, his appointment was confirmed as Independent Director of the Company in the Annual General Meeting held on 29^th September, 2023. Mrs. Sunita Show was appointed as an Additional Executive Director & CFO of the Company w.e.f. 05^th September, 2023. Thereafter, his appointment was approved w.e.f. 5^th September, 2023 in the Annual General Meeting of the Company. Change in Designation of Mr. Samit Ray from Executive Director to Whole Time Director w.e.f. 05th September, 2023. Thereafter, his appointment was regularized in the Annual General Meeting of the Company dated 29^th September, 2023. Further, there was change in Designation of Mr. Samit Ray from Whole Time Director to Managing Director w.e.f. 08^th November, 2023 subject to approval of Shareholders in the Annual General Meeting. Ms. Khushboo Pitti was appointed as Company Secretary of the Company w.e.f. 30^th September, 2023.

16. NUMBER OF MEETING OF BOARD

During the financial year under review, the Board of Directors duly met 6 (Six) times on 29.05.2023, 12.08.2023, 05.09.2023, 09.10.2023, 08.11.2023, and 13.02.2024. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

17. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under Listing Regulations. Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.

The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Since your Company do not have the net worth of Rs. 500 Cr or more, or turnover of Rs. 1000 Cr or more, or a net profit of Rs. 5 Cr. or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

i. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014, (including any re-enactment or modification thereto), and such other applicable provisions, if any, M/s. SSRV & Associates, Chartered Accountants, Mumbai with Firm Registration Number 135901W were appointed as the Statutory Auditors of the Company at a remuneration as may be mutually agreed to, between the Board of Directors and M/s. SSRV & Associates, Chartered Accountants, to hold office of Statutory Auditor for the period of 5 years till the conclusion of Annual Meeting of the Company to be held in the year 2027.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Akhil Agarwal., Company Secretary in Practice (CP No. 16313), to undertake the Secretarial Audit of the Company for the F.Y. 2023-24. The Secretarial Audit Report for F.Y. 2023-24 is annexed herewith as "Annexure I".

iii. Cost Auditor

Cost Audit is not applicable to the Company as per provisions of Section 148 of the Companies Act, 2013.

iv. Internal Auditor

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed M/s. O P Khajanchi & Co, Chartered Accountants, Kolkata as the Internal Auditors of the Company for the financial year 2023-24.

20. AUDITOR'S REPORT

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2024 and has noted that the same does not have any reservation or adverse remarks.

(b) Secretarial Audit Report

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks.

21. VIGIL MECHANISM

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://symbioxinvestment.com/Policies.html .

22. INTERNAL CONTROL SYSYEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls system with reference to financial statements. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. During the year, such controls were tested and no reportable weakness in the design or operation was observed.

23. RISK ASSESSMENT AND MANAGEMENT

The Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

24. LISTING WITH STOCK EXCHANGES

Symbiox Investment & Trading Company Limited continues to be listed on BSE Limited, MSE Ltd & CSE Limited. It has paid the Annual Listing Fees for the year 2024-25 to BSE Limited & MSE Ltd.

25. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Meetings of the Board of Directors and General Meetings.

26. POLICIES AND DISCLOSURE REQUIREMENTS

In terms of provisions of the Companies Act, 2013 the Company has adopted policies which are available on its website https://symbioxinvestment.com/Policies.html .

27. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The required information as per rule 8(3) of the companies (Accounts) Rules, 2014 is provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: NIL

2. Foreign Exchange Outgo: NIL

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the Financial Year under review, no Guarantees given by the company under section 186 of the Companies Act, 2013. Details of Loans and investments, outstanding as on 31^st March, 2024 are given in the notes to the financial statements.

29 . CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Thus, Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for review and approval, if required. The details of the related party transactions are set out in Note to the financial statements forming part of this Annual Report.

30 . PUBLIC DEPOSITS

Your Company did not accept/ hold any deposits from the public / shareholders during the year, nor has any unclaimed or unpaid deposits at the end of the financial year 2023-24.

31. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. During the year under review, all the recommendation made by the audit committee were accepted by the Board of Directors.

32. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the

Board may be accessed on the Company's website at https://symbioxinvestment.com/Policies.html .

33.SIGNIFICANT & MATERIAL ORDERS

During the period under review, there were no significant and material orders passed by the regulators or Courts or

Tribunals impacting the going concern status and the company's operations in future.

34. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

35. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has a policy of zero tolerance for sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

36. HUMAN RESOURCES

The Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution.

37. CORPORATE GOVERNANCE

Pursuant to SEBI (LODR) Regulations, 2015, the Certificate on Corporate Governance report issued by Akhil Agarwal., Practicing Company Secretaries, on compliance in this regards forms part of this Annual Report.

38. GLOBAL HEALTH PANDEMIC FROM COVID-19

The World Health Organization declared a global pandemic of the Novel Corona virus disease (COVID-19) on February 11, 2022. In enforcing social distancing to contain the spread of the disease, our offices and client offices all over the world have been operating with minimal or no staff for extended periods of time. In keeping with its employee-safety first approach, the Company quickly instituted measures to trace all employees and be assured of their well-being. Our teams reacted with speed and efficiency, and quickly leveraged technology to shift the workforce to an entirely new

‘work-from-home' model. Proactive preparations were done in our work locations during this transition to ensure our offices are safe.

39. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

During the period under review, No employee of the Company drew remuneration in excess of the limits specified under the provisions of section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.

40. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

41. CAUTIONARY STATEMENTS

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company's objectives, projections, estimates and expectations may constitute ‘forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

42. ACKNOWLEDGEMENTS

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Banks, Financial Institutions, Government Authorities, Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.