Swasti Vinayaka Synthetics Ltd

To,

The Members of SWASTI VINAYAKA SYNTHETICS LIMITED,

Your directors have pleasure in presenting their 42^nd Annual Report on the business and operations of the Company along with the Audited Statement of Accounts for the year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

The Board's Report is prepared based on the standalone financial statements of the Company.

The Company's financial performance reflecting state of affairs for the year under review along with previous year's figures is given here under:

(Rs. In Lakhs)

2. DIVIDEND:

In order to conserve the resources of the Company and to plough back the profits for growth, the Board of Directors of the Company have decided not to recommend any dividend on the equity shares of the Company for the financial year ended March 31,2024.

3. RESERVES:

The Company does not propose to transfer any amount to the General Reserves.

4. REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE:

During the period under review, revenue from operations of the Company in the financial year 2023-24 stands at Rs. 3065.61 Lakhs as compared to Rs. 2682.30 Lakhs in the previous financial year. The profit after tax (PAT) stood at Rs. 197.53 Lakhs as compared to Rs. 198.94 Lakhs in the preceding financial year. Your directors are confident that the performance for the coming years is expected to improve with expected improvements in the business activities.

5. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanation obtained by them, states and 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 and loss 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;

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; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. EXTRACT OF ANNUAL RETURN:

A copy of the annual return as provided under section 92(3) and Section 134(3)

(a) of the Companies Act, 2013 in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company's website and can be accessed at www.swastivinavaka.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013 read with rule 12 of The Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board's report.

7. SHARE CAPITAL:

As on 31^st March, 2024, the authorized share capital of the Company is Rs. 9,00,00,000 (Nine Crores) comprising of 9,00,00,000 (Nine Crores) equity shares of face value of Re. 1/- (One) each and the paid-up equity share capital as on 31^st March, 2024 is Rs. 9,00,00,000 (Nine Crores) comprising of 9,00,00,000 (Nine Crores) equity shares of face value of Re. 1/- each.

8. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

The disclosure shall include the following:

(a) Details of the transfer/s to the IEPF made during the year as mentioned below:

Form No. IEPF-1 filed on 19/11/2023, balance Rs 299,483 as standing in the following "unpaid dividend account" of equity dividend declared for the year ended March 31, 2016 in Annual General Meeting held on September 30, 2016 which have remained unpaid or unclaimed for a period of seven years was transferred to the Investor Education and Protection Fund on 04/11/2023.

Form No. IEPF-2 filed on 16/10/2023, unclaimed and unpaid amounts for previous seven years including current year amounted Rs. 927,022.2 against 6685294 numbers of underlying shares which are held by 29,931 small shareholders of the company.

Form No. IEPF-4 filed on 12/01/2024, the purpose of filling this form to transfer 431,527 nominal amount of shares to IEPF account u/s 124(6) of Companies Act, 2013. The date of Corporate Action to demat account to IEPF authority was 02/01/2024.

Form IEPF-5 was filed on 14th July, 2023 for claim of 7 challans with respect of Rs 420 refund amount and 1285 shares were verified with respect to transfer of shares.

Form IEPF-5 was filed on 05th February, 2024 for claims of 8 challans with respect of Rs 15000 refund amount and 30000 shares was verified with respect to transfer of shares.

During the F.Y. 2023-24, Company has transferred the amount of unpaid or unclaimed dividend and unclaimed shares as per the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules") to the IEPF, details of which is available on the website of the Company at www.swastivinayaka.com.

9. DIRECTORS OR KEY MANAGERIAL PERSONNEL DURING THE YEAR:

During the year under review, Miss Devika Devendra Parmar, resigned as Company Secretary cum Compliance Officer of the Company w.e.f 3^rd October, 2023. Further, Mrs. Bhoomi Deep Vardhan was appointed as Company Secretary cum Compliance Officer of the Company w.e.f 29^th December, 2023.

Following changes took place in the position of Key Managerial Personnel of the Company during the financial year 2023-2024 under review:

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Aryan Poddar, Whole time Director, and Mr. Dinesh Poddar, Director retires by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment. The Board recommends the proposal of his re-appointment for the consideration of the Members of the Company at the forthcoming AGM and the same has been mentioned in the Notice convening the AGM. A brief profile of Mr. Aryan Poddar and Mr. Dinesh Poddar has also been provided therein.

The Board of Directors of the Company at their meeting held on August 14, 2024 appointed Mr. Harsh Agarwal DIN: 07771998 and Mr. Rahul Gupta DIN: 00354436 as Additional Director (Independent Capacity) of the Company till the ensuing Annual General Meeting and has recommended his appointment for a term of 5 years to the members for their approval.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto is disclosed in Form No. AOC-2 which is enclosed as Annexure I.

11. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Sandeep Dar and Co., Practicing Company Secretaries, have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report.

The report is self-explanatory and Company has initiated steps to comply with various non-compliances as per the provisions of various statute mentioned under the Secretarial Audit Report.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion & Analysis Report, which forms an integral part of this Report, is enclosed as Annexure III to this report.

13. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of financial statements, a treatment different from that prescribed in an Accounting Standard has not been followed, thus management's explanation is not required.

14. PARTICULARS OF EMPLOYEES:

a) The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure IV and forms an integral part of this report.

b) Particulars of employees drawing remuneration in excess of limits prescribed under Section 197(12) read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: There are no employees drawing remuneration exceeding Rupees One Crore and Two Lakhs per annum if employed throughout the financial year or Rupees Eight Lakh Fifty Thousand per month if employed for part of the financial year or draws remuneration in excess of Managing Director or Whole time Director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

15. NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS HELD DURING THE YEAR:

The meetings of the Board of Directors of the Company and Committee meetings held during the year were in Compliance with the requirements of Companies Act, 2013 and Secretarial Standards (SS-1) issued by Institute of Companies Secretaries of India.

16. FORMAL ANNUAL EVALUATION:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and working of its committees. The Board's functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, its structure and composition, establishment and delegation of responsibilities to various Committees. Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management of the Company. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The Independent Directors of the Company met on February 14, 2024 without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; to review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

17. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review, the Company had no Subsidiaries, Associates or Joint Ventures.

There are no companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the financial year 2023-24.

18. INDUSTRIAL RELATION:

The industrial relations of the Company continued to be cordial throughout the year.

19. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

20. OPINION OF THE BOARD WITH REGARD TO INTERGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Board of Directors have not given a statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year as there were no Independent Directors appointed in the year.

21. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, REMUNERATION, ETC:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The said policy is also uploaded on the website of the Company; i.e. www.swastivinayaka.com.

22. STATUTORY AUDITORS:

M/s. S P Jain & Associates, Chartered Accountants (Firm Registration No. 103969W) are appointed as the Statutory Auditors of the Company at the 38^th AGM held on December 28, 2020 to hold office from the conclusion of the 38^th AGM till the conclusion of the 43^rd AGM of the Company.

Their appointment is not required to be ratified in the Annual General Meeting pursuant to the Companies (Audit and Auditors) Second Amendment Rules, 2018 dated May 7, 2018.

23. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT:

The Auditors have provided their detailed report on the financial statements of the Company which opine on the true and fair view of the state of affairs of the Company. The report given by the auditors on the financial statement of the Company is part of the Annual Report.

There has been no qualification, reservation, adverse remarks or disclaimer given by the auditors in their report.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person of the Company has been denied access to the Audit Committee.

The Whistle Blower Policy has been posted on the website of the Company www.swastivinavaka.com.

25. COMPOSITION OF AUDIT COMMITTEE:

Composition of Audit Committee as required under section 177(8) of the Companies Act, 2013.

The Composition of Audit Committee is as follows:

26. SIGNIFICANT MATERIAL CHANGES:

There were no material changes and commitments, which adversely affects the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

27. RISK MANAGEMENT:

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify; monitor and minimize risks as also identify business opportunities. The Audit Committee and the Board periodically review the risks and suggest steps to be taken to manage/ mitigate the risk through a properly defined framework. During the year, no major risks were noticed, which may threaten the existence of the Company.

28. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, 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. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.

29. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has complied with the provisions of section 186 of the Companies Act, 2013 during the financial year. The details of Loans and guarantees given, investments made during the year are provided in Notes to financial statements and are self-explanatory.

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

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as required under the Act.

The following is a summary of sexual harassment complaint received or dispose of during the year 2023 - 24.

1. No. of Complaint received: NIL

2. No. of Complaint disposed off: NIL.

Further the Company has constituted the Internal Complaints Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the composition of Committee is as follows:

A) CONSERVATION OF ENERGY:

i. The steps taken or impact on conservation of energy - Energy conservation continues to receive priority attention at all levels by regular monitoring of all equipments and devices which consume electricity.

ii. The steps taken by the company for utilizing alternate sources of energy - Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

iii. The capital investment on energy conservation equipments

- Since Company is having adequate equipment, no capital investment on energy conservation equipments is made during the year.

B) TECHNOLOGY ABSORPTION:

i. The efforts made towards technology absorption - Not Applicable

ii. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

iii. In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

- Not Applicable.

(a) The details of technology imported - Not Applicable

(b) The year of import - Not Applicable

(c) Whether the technology been fully absorbed - Not Applicable

(d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof - Not Applicable

iv. The expenditure incurred on Research and Development - At present the Company does not have separate division for carrying out research and development work. No expenditure has therefore been earmarked for this activity.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. In Lakhs)

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or Tribunals which impact the going concern status and Company's' operations in future.

34. SECRETARIAL STANDARDS ISSUED BY INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards viz. the Secretarial Standard -1 on Board Meetings (SS-1) and Secretarial Standard -2 on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government, and that such systems are adequate and operating effectively.

35. CORPORATE SOCIAL RESPONSIBILITY(CSR):

Your Company does not have the requisite Net Worth nor has it achieved the requisite turnover nor it has the requisite net profit for the year for triggering the implementation of "Corporate Social Responsibility" (CSR), therefore, the Company has neither formed any CSR committee nor any policy thereof.

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, there was no valuation which was required to be done nor did the Company have done one time settlement with any bank and hence the said clause is not applicable to the Company.

37. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

Pursuant to Part F of Schedule V of SEBI Listing Regulations there is no demat suspense account /unclaimed suspense account opened by the Company.

38. OTHER DISCLOSURES:

a) During the year under review, there has been no change in the nature of business of the Company.

b) The Company is a going concern and the office of the Company is being managed by the Board of Directors with the support of Shareholders.

c) As per Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to maintain cost records .

d) There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014 during the year under review.

e) The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise during the year under review.

f) The Company has not issued any sweat equity shares during the year under review.

g) The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review.

h) The Company has not issued any instruments convertible into equity shares of the Company.

i) There is no application made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

39. LISTING AGREEMENT WITH THE STOCK EXCHANGE:

The Company has entered into the Uniform Listing Agreement as per SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE Ltd. where the Company's Shares are listed.

40. RELATED PARTY TRANSACTIONS AND ITS DISCLOSURE:

The Related Party T ransaction Policy has been adopted by the Board of Directors for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the Company's website i.e. www.swastivinavaka.com.

All related party transactions are mentioned in the Note AA to financial statements forming part of the Annual Report. All related party transactions were placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which were repetitive in nature.

The listed entity which has listed its non-convertible securities shall make disclosures in accordance with Para A of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 in compliance with the Accounting Standard on Related Party Disclosures. Since the Company does not have or nor listed its non-convertible securities and does not have any Holding Company and/or Subsidiary Company and/or Associate Company, the above disclosure is not applicable to the Company.

41. ACKNOWLEDGEMENT

We record our gratitude to the Banks and others for their assistance and co- operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.