Synthiko Foils Ltd

To,

Synthiko Foils Limited.

Your directors have pleasure in presenting the 38th Annual Report together with the Audited Financial Statements on standalone basis for the year ended on 31st March, 2024.

1. FINANCIAL RESULTS:

(Figures in 000.)

2. STATEMENT OF COMPANY'S AFFAIRS:

The year 2023-2024 was optimistic year for the company's operations. During the year the Income from operations increased from last year's revenue of Rs 25,64,92,700 to Rs 25,82,15,100. The profit after tax is Rs. 21,77,500 and its increased by 31.46% from the figures of the last year's Profit after Tax of Rs. 16,56,500.

3. DIVIDEND:

In order to conserve resources, your directors do not recommend any dividend for the Financial Year ended on 31st March, 2024.

4. TRANSFER TO RESERVES:

The Company has not transferred any amount to any reserve.

5. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business of the Company.

6. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The relations between Company and its employees being cordial and no instance of any Industrial Dispute reported during the year 2023-24. During the Financial Year the Company does not have any employee who was drawing remuneration required to be disclosed pursuant to the Section 197 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

7. PARTICULARS OF REMUNERATION:

In terms of provision of section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing have been provided in Annexure II, however as there are no employees drawing remuneration in excess of the prescribed limits. The information as required the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report. However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report including the aforesaid information is being sent to the Members of the Company.

8. SUBSIDIARY COMPANY:

Since the Company has no subsidiary, provisions of Section 129(3) of the act does not apply to the Company.

9. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITATIVES:

Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the Company. Therefore, Company has not developed and implemented policy on Corporate Social Responsibility.

10. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

EXCHANGE EARNINGS / OUTGO:

The particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/outgo are set out in Annexure I to this Report.

12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mrs. Sheetal Dadhia (DIN: 07144050) who was liable to retire by rotation during the year, being eligible for re-appointment offers herself for re-appointment, be and is hereby was re-appointed as a Director of the company.

During the year under review, Mr.Dilip Dharampal Punjabi (DIN:00725991) cease to be Non-Executive Independent Director of the Company due to Completion of Two terms of 5 consecutive years as Independent Director of the Company.

Mr. Nirav Paresh Shah (DIN: 10570698) was appointed as an additional director and also as an Independent Director of the Company w.e.f. 1st April, 2024, and who holds office upto the date of this Annual General Meeting or the last date on which the Annual General Meeting for Financial Year 2023 2024 should have been held, whichever is earlier and who is eligible for appointment under the relevant provisions of the Companies Act, 2013 and it is proposed to regularise his appointment as an Independent Director of the Company to hold office for the period of 5 (five) years w.e.f. 1st April, 2024, at the ensuing Annual General Meeting of the Company.

Mr. Sunil Dhoot Company Secretary & Compliance Officer of the Company resigned w.e.f 10th April, 2024. While Board in its meeting held on 1st July, 2024 appointed Mrs. Mamta Lasod as Company Secretary & Compliance Officer of the Company w.e.f 1st July, 2024.

14. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 the Annual Return for FY 2023-24 is available on company's website. www.synthikofoilsltd.com

15. NUMBER OF MEETINGS OF THE BOARD:

Five (5) Board Meetings were held during the year 2023-24 pursuant to Section 173 (1) of Companies Act, 2013.

16 DECLARATIONS OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

17. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (C) of the Companies Act, 2013 your Directors state that: (a) in the preparation of Annual Accounts for the year ended on 31st March, 2024, the applicable accounting standards have been followed and there are not material departures from the same., (b) the Directors have 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 on 31st March, 2024 and the profit and loss of the Company for that period., (c) the Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities., (d) the Directors have prepared Accounts on ‘going concern' basis., and (e) The Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively. (f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. COMMENTS ON AUDIT REPORTS:

There is no qualification, reservation or adverse remark or disclaimer made by M/s S C Mehra and Associates LLP Chartered Accountants in their Audit report for the year ended on 31st March, 2024.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

19. REPORTING OF FRAUDS AUDITORS:

During the year under review, the Statutory Auditors, and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee undersection 143(12) of the Act, details of which needs to be mentioned in this Report.

20 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans given and investment made has been disclosed in the financial statements in note no. 6 of the financial statements.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year 2023-24 the Contract or Arrangements entered in to by the Company with related parties were approved by the Audit Committee pursuant to subsection (iv) (4) of Section 177 of Companies Act, 2013 and by the Board of Directors pursuant toSection 188 (1) of Companies Act, 2013.

The related party transactions were at arm's length basis and were in the ordinary course of business of the Company. The other details with respect to related party transactions in Form AOC 2 are set out in Annexure III to this Report. The policy on Related Party Transactions is available on Company's website- www.synthikofoilsltd.com.

22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

23 EVALUATION OF BOARD:

The performance of Board, its Committees and Individual Directors were reviewed during the year pursuant to subsection (p) (3) of Section 134 of Companies Act, 2013. Also, the performance of Committees of the Board was reviewed by the same and forthwith the evaluated performance of Board, Individual Directors and Committees were found to be satisfactory as during the year 2023-24.

24 STATUTORY AUDITORS:

M/s. S C Mehra & Associates, Chartered Accountants having FRN 106156W were appointed as Statutory Auditors of the Company in 37th Annual General Meeting held during the year under-review to hold office for a period of 3 years i.e till the end of 40th Annual General Meeting to be held in year 2025.

However, as per Companies (Amendment) Act, 2017 notified on 7th May, 2018 the provisions regarding the ratification of Auditor in every AGM has been done away.

25. INTERNAL AUDITORS:

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. Vatsal Bhatia & Company, Chartered Accountant as the internal auditors for the financial year to 2023-2024 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company's policies and ensure statutory and other compliance through, periodical checks and internal audit.

26. SECRETARIAL AUDITOR'S REPORT:

The Company has appointed M/s HSPN & Associates LLP, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2023-24 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Their report is appended to this report as Annexure IV to Director's Report.

1. The Composition of Audit Committee and Nomination and Remuneration Committee is not in Compliance with the provisions of Section 177 and 178 of Companies Act, 2013 respectively.

1. Company being a small company in terms of paid-up capital and revenue is in process of identifying a suitable candidate to be appointed as Independent Director of the Company.

27. COMMITTEES OF THE BOARD:

The Company's Board has the following committees:

1. Audit Committee.

2. Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee).

3. Nomination and remuneration Committee.

28. WHISTLE BLOWER:

The Board of Directors have set up the Whistle Blower Policy I.e., Vigil Mechanism for Directors and Employees of the Company to report concerns about unethical behavior, actual or suspected fraud, or violations of Company's Code of Conduct or Ethics Policy.The detailed Vigil Mechanism Policy is available at Company's Website: www.synthikofoilsltd.com.

29. INTERNAL FINANCIAL CONTROLS:

The Board hereby reports that the Internal Financial Controls were reviewed by the Audit Committee and there were adequate Internal Financial Controls existed in the Company with respect to the Financial Statements for year ended on 31st March, 2024 and the Internal Financial Controls are operating effectively.

30. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is following the applicable Secretarial Standards as prescribed and formulated by ICSI during the Financial year 2023-2024.

31. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints, redressal for the benefits of its employees. There were no complaints filed against any of the employees of the Company under this Act.

32. LISTING OF SHARES:

The Equity Shares of the Company as listed on BSE Limited.

33. OTHER DISCLOSURES:

The company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable

34. POLICIES:

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for Listed Companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company Website: www.synthikofoilsltd.com.

35. THE 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:

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future.

36. ENHANCING SHAREHOLDER VALUE:

Your company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision Your Company is committed to creating and maximizing Long- term value for shareholders.

37. CAUTIONARY STATEMENT:

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts maybe forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operation include global and domestic demand and supply conditions affecting selling prices of Raw Materials, Finished Goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors. The current Covid-19 pandemic has also affected the operations of the Company.

38. ACKNOWLEDGEMENTS:

The Board of Directors hereby express thanks to all the Shareholders, Customers, Suppliers, Associates, Employees and various Authorities for extending their valued support and patronage to the Company.