SMVD Poly Pack Ltd Directors Report

To

The Members

Your Directors have pleasure in presenting the 15 ^th Annual Report of the company together with the Audited Accounts for the year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

	(Rs. in lakh)
Particulars	Current Year	Previous Year
	2024	2023
Revenue from operations	2479.32	7966.20
Operating Profit/(Loss)	(5552.78)	162.57
Other Income	7.21	54.83
Depreciation	(66.57)	(178.99)
Profit before tax	(5612.14)	38.41
Tax Expenses:
Current Tax	-	(6.6)
MAT Credit Entitlem ent	-	6.60
Deferred Tax	234.55	(10.27)
Income tax for Earlier Year	(0.08)	(0.93)
Total Tax Expenses	234.48	(11.20)
Net Profit/Loss	(5377.66)	27.21
Other Comprehensive Income/(Loss) for the year, net of tax	00	00
Total Comprehensive Income/(Loss)	(5377.66)	27.21
Add : Balance Brought forward from last year	787.12	759.91
	(4590.54)	787.12

2. State of Companys Affairs

Your Company is engaged in the business of manufacturing and marketing of PP/HDPE Bags, Jumbo Bags (Flexible Intermediate Bulk Containers (FIBC)) and other kinds of flexible packaging products.

The Management of the Company has planned to set up its new plant in the state of Odisha and has got the provisional land allotment letter from Odisha State Government for setting up of new project. The plant is expected to be commissioned within a period of 13 months from the date of commencement of the project and this situation is dependent on the realisation of insurance claim.

The year 2023-24 was very not favourable for your Company. During the initial four months the Company did reasonable amount of business but after the disastrous fire accident that occurred on 29^th July, 2023 and disrupted the whole of the manufacturing unit of the Company it became

impossible to carry business. The Companys state of affairs is yet to be restored to normalcy post the accident on account of awaited Insurance Claim Settlement.

As already informed via announcements through the Stock Exchange the documentation from the part of the Company are already completed. The process of removing debris and selling of the leftover scarp post accident has also been completed in tranches as per the instructions of the Insurance Company and the surveyors. The on account payment against the Stock has already been recommended by the Surveyors long ago but the final analyzation from the Insurance Company is still under process.

On a Standalone basis during the year under review the Company has incurred a Loss of Rs.

5377.66 Lakhs at a turnover of Rs. 2479.32 Lakhs compared to a net profit of Rs. 27.21 Lakhs at a turnover of Rs. 7966.20 Lakhs in the previous year 2022-23.

On a Consolidated basis during the year under review the Company has incurred a Loss of Rs.

5377.66 Lakhs at a turnover of Rs. 2479.32 Lakhs compared to a net profit of Rs. 27.58 Lakhs at a turnover of Rs. 7966.20 Lakhs in the previous year 2022-23.

3. Change in the Nature of Business, if any

There was no Change in the Nature of Business of the Company during the year under review.

4. Change in Registered Office of the Company.

As already informed through the Stock Exchange the Company has shifted its registered office from 16, Strand Road, Diamond Heritage, Room No.- 804B, Kolkata 700091 to ‘Imagine Tecpark, Block DP, 24^th Floor, Suite 5A,Sector V, Kolkata 700091 w.e.f. 14^th February,2024 (within the local limits of Kolkata) as there was some delay in transfer of possession from the promoters of that establishment.

5. Dividend

Considering the present financial position of the Company the board of directors could not recommend any dividend for the year 2023-24.

6. Public Deposits

The Company has not accepted any Deposits during the year, no deposits remained unpaid or unclaimed as at the end of the year and as such there was no default in repayment of deposits or payment of interest thereon during the year.

7. Transfer to Reserves

The Company has not proposed to transfer any amount to Reserves during the year under review.

8. Share Capital

During the year under review there was no change in the Authorised, Issued, Subscribed and Paid up Capital of the Company.

Presently as on 31^st March, 2024 the Authorised Share Capital of the Company stood at Rs. 20.00 Crs. divided into 2,00,00,000 shares of Rs. 10/- each whereas the Issued, Subscribed and Paid-up share capital of the Company is Rs. 10,03,01,050/- divided into 10,030,105 shares of Rs. 10/- each.

9. Directors Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

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

ii) Appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the Loss of the Company for the year ended on 31st March, 2024;

iii) Proper and sufficient care has been taken, to the best of their knowledge and ability, 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;

iv) The annual accounts have been prepared on a going concern basis;

v) The Directors have laid down internal financial Controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. Directors and Key Managerial Personnel

• Appointments

No fresh appointments took place during the year under review.

• Retirement by Rotation

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Sangita Agarwal (DIN: 02860390) NonExecutive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered herself for reappointment.

11. Declaration by Independent Directors

Declaration of Independence as per Section 149(6) of the Companies Act, 2013 were duly received from all the Independent Directors as required under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. Auditors

• Statutory Auditors

The term of office of M/s D.K. Parmanandka & Co., Chartered Accountants as the statutory auditors of the Company is liable to expire from the conclusion of forthcoming AGM. Hence, based on the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of M/s Seksaria Tibrewal & Co., Chartered Accountants (Firm Registration No 329660E) as the Statutory Auditors of the Company for a term of consecutive two years commencing from the conclusion of the 15^th Annual General Meeting of the Company till the conclusion of the 17^th Annual General Meeting to be held in the year 2026. Approval of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. Requisite letter pursuant to Section 139 and 141 of the Companies Act, 2013 about their consent and eligibility for appointment as the Statutory Auditors of the Company has been received by the Company.

Audit Report

The Statutory Auditors M/s D.K. Parmanandka & Co., in their report dated 30^th May, 2024 have expressed their qualified opinion represented hereunder;-

"We draw attention to Note 34 regarding erosion of share capital and reserves and surplus, and the accumulated losses have exceeded the Net Worth of the Company. As more fully explained in the above note, a material uncertainty exists that may cast a significant doubt on the Companys ability to continue as a going concern. However, the standalone financial statements have been prepared by the management on a going concern basis for the reason stated in the aforesaid note."

A reference can also be drawn at the following observations of the auditors from the auditors report dated 30^th May, 2024:-

• At points a ,b & c under the head ‘Matter of emphasis covered in the auditors report were in the auditors have stated their un-modified opinion and

• A few observations made by the auditors in Annexure A to their report under serial nos. (ii)(b) , (vii) (a), (ix)(a), (ix)(d) and (xix)

The management views/comments/explanations on all the aforesaid observations are represented hereunder;-

• On the modified/qualified opinion- "The management of the company has the plans and projects in hand to set up new plant in the state of Odisha and has got the provisional land allotment letter from Odisha State Government for setting up of new project. The management expects to get the plant commissioned within a period of 13 months from the date of commencement of the project and this situation is dependent on the realisation of insurance claim. Looking to the projects in hand, future cash flow projections and pending realisation of insurance claim from the insurance company, the accounts have been prepared under going concern basis".(The views of the managements and the reasons for such also forms part of the respective Notes to Accounts )

• On the emphasis made, references drawn/observations made in their reports-The main and the only reason behind all the aforementioned observations made/emphasis laid by the auditors on the financial statements of the Company is the Fire. The sudden occurrence of the devastating fire has engulfed the whole manufacturing set up thereby leading the Company to a standstill position with no business. And on account of the non receipt of the Insurance Claim, the Company has shortage of funds as such the necessary provisions are made for all the liabilities but can only be paid on receipt of claim. The Company has

Annual Report 2023-24 Page 20

represented the amount of the Insurance policy undertaken wherever required as the Company is optimistic on realisation of full value of claim as there were no adverse/negative remarks received from the insurance company after due submission/execution of all the requisite documentation moreover there cannot be any delay in statutory/regulatory compliances including the stock statements required to be submitted to banks on account of borrowed funds.

All the other Notes to Accounts, as referred in the Auditors Report are self - explanatory and hence does not call for any further explanation.

• Internal Auditors

M/s. C.L.Mundhra & Co., Chartered Accountant were appointed as the Internal Auditors of the Company to carry out the Internal Audit for the FY 23-24 and thereafter for the FY 24-25 under the provisions of section 138 of the Companies Act, 2013. The Internal Audit is conducted every year to scrutinize the functioning of various areas of operations and its

observation/remarks/recommendation are forwarded to the Audit Committee. Required action is taken based on the decision of the Committee & Board on the

observation/remarks/recommendation, if any given by the internal auditor.

• Secretarial Auditor

M/s. Robin Jain & Associates, Company Secretary are appointed as the Secretarial Auditor of the Company to carry out Secretarial Audit for the FY 23-24 and thereafter for the FY 24-25 under the provisions of Section 204 of the Companies Act, 2013.The Secretarial Audit Report for the year 23-24 is annexed to the Boards Report as Annexure C.

There are no qualifications/reservation/adverse/disclaimer remarks in the Secretarial Audit Report which requires any explanation from the Board of Directors of the Company.

• Cost Audit

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) amendment rules, 2014, the Companys product does not fall under the purview of Cost Audit.

13. Reporting of Frauds

There was no instance of fraud during the year under review which required the Statutory auditor or the Secretarial Auditor to report to the Audit Committee, Board and or Central Govt. under the provisions of Section 143(12) of the Companies Act, 2013 read with the Rules made thereunder.

14. Personnel (Particulars of employees & Related Disclosures)

The particulars and information of the employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has been set out as Annexure - E to this Report, attached hereto. There are no employees who are in receipt of remuneration in excess of the limit specified under Section 134(3) (q) read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

15. Companys Website

The website of the Company www.smvdpolypack.com represents a perfect view of the Companys businesses, its products for all its customers and investors. The site not only carries the information about the Company but also includes all the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 viz. Financial Results of your Company, Shareholding Pattern, Directors & Corporate Profile, details of Board Committees, Corporate Policies etc.

16. Listing of Securities in Stock Exchanges

The Securities of the Company are Listed on The National Stock Exchange of India Ltd. (NSE) under the SME Segment.

The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid all requisite Fees to the Stock Exchange & Depositories.

17. Code of Conduct

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has approved &adopted the Code of Conduct for prevention of Insider Trading & the code of practices and procedure for fair disclosure of Un-published Price Sensitive Information and the same is also placed on the Companys website at https://www.smvdpolypack.com/corporate-policies.

The Company has in place the Code of Conduct and business principles for all the Board members including Executive/Non-Executive Directors, senior management and all the employees of the Company for conducting business in an ethical, efficient and transparent manner so as to meet its obligations to its shareholders and all other stakeholders and the same has also been placed on the Companys website https://www.smvdpolvpack.com/corporate-policies. Moreover the Board Members and Senior Management have affirmed their compliance with the Code.

18. Related Party Transactions

All transactions entered with related parties during the FY23-24 were on arms length basis and were in the ordinary course of business and provisions of Section 188(1) are not attracted. There have been no materially significant related party transactions with the Companys Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 which may have potential conflict of interest with the Company at large. Accordingly, disclosure in Form AOC 2 is not required.

The details of the related party transactions as required under Indian Accounting Standard - 24 are set out in Note to the Financial Statements forming part of this Annual Report. The Company has also formulated a policy on dealing with the Related Party Transactions and the same has been uploaded on the website of the Company.

19. Board Meetings & Committees

i) Number of Board Meetings

The Board of Directors met 6 times during the year under review on 21.04.2023, 30.05.2023, 24.08.2023, 14.11.2023, 15.12.2023 & 18.03.2024 respectively.

Name of Directors	Category	No of Board Meetings		Whether attended last AGM held on 30th September, 2023.	No. of Directorship in other public limited Companies	No of Committee position held in other public limited companies
		Held during the year	atten ded			As Chair man/ Chair perso n	As Memb er
Mr. Pramod Kumar Agarwal	Chairman & Mg. Director	6	6	Yes	NIL	NIL	NIL
Mrs. Sangita Agarwal	Non-Executive Director	6	6	Yes	NIL	NIL	NIL
Mr. Pawan Kumar Agarwal	Non-Executive Director	6	5	Yes	• Nezone Strips Ltd.**	NIL	NIL
Ms. Bharti Ranga	Independent Director	6	4	Yes	NIL*	NIL	NIL*
Mr. Varun Roongta	Independent Director	6	4	Yes	NIL	NIL	NIL
Mr. Sumit Agarwal	Independent Director	6	5	Yes	NIL	NIL	NIL

*Resigned w.e.f.28.09.23 from the Directorship of Valecha Engineering Ltd.

** Unlisted Public Company.

ii) Committees of Board

The details of the Committees of the Board are as follows:-

AUDIT COMMITTEE - The Audit Committee was entrusted with review of quarterly and annual financial statements before submission to the Board, review of observations of auditors and to ensure compliance of internal control systems authority for investigation and access for full information and external professional advice for discharge of the functions delegated to the Committee by the Board.

Serial No.	Name	Designation	Nature of Directorship
1	Mr. Varun Roongta	Chairman	Non-Executive, Independent
2	Mr. Sumit Agarwal	Member	Non-Executive, Independent
3	Mr. Pawan Kumar Agarwal	Member	Non-Executive, Non- Independent

All the members of the Committee are financially literate.

The terms of reference of the Audit Committee are as follows:-

1) Oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2) recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity and review and monitor the auditors independence, performance, and effectiveness of audit process;

3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4) reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

a) matters required to be included in the directors responsibility statement to be included in the boards 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 quarterly 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 utilisation 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 auditors independence and performance, and effectiveness of audit process;

8) approval or any subsequent modification of transactions of the listed entity with related parties;

9) scrutiny of inter-corporate loans and investments;

10) valuation of undertakings or assets of the listed entity, 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, 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 of 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;

19) approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

20) Carrying out any other function as is mentioned in the terms of reference of the audit committee.

The audit committee shall mandatorily review the following information:

1) management discussion and analysis of financial condition and results of operations;

2) statement of significant related party transactions (as defined by the audit committee), submitted by management;

3) management letters / letters of internal control weaknesses issued by the statutory auditors;

4) internal audit reports relating to internal control weaknesses; and

5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

6) statement of deviations:

a) quarterly 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).

The Committee shall have the following powers:-

The Audit Committee shall be authorised to investigate any matter in relation to above term of reference and shall have power :

1. To seek information from any employee.

2. To obtain outside legal or other professional advice.

3. To secure attendance of outsiders with relevant expertise, if it considers necessary.

Meetings held and attended during the year - 4 Audit Committee meetings on 30.05.2023, 24.8.2023, 14.11.2023 and 12.03.2024 respectively were held during the year under review.

Serial No.	Name	Meetings held	Meetings attended
1	Mr. Varun Roongta	4	4
2	Mr.Sumit Agarwal	4	4
3	Mr. Pawan Kumar Agarwal	4	4

• NOMINATION & REMUNERATION COMMITTEE

Serial No.	Name	Designation	Nature of Directorship
1	Mr. Sumit Agarwal	Chairman	Non-Executive, Independent
2	Ms. Bharti Ranga	Member	Non-Executive, Independent
3	Mr. Varun Roongta	Member	Non-Executive, Independent

The terms of reference of the Nomination & Remuneration Committee are as follows:-

1) 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 employees;

2) formulation of criteria for evaluation of performance of independent directors and the board of directors;

3) devising a policy on diversity of board of directors;

4) 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.

5) 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.

Meetings held and attended during the year - 1 meeting of NR committee was held on

14.11.2023 during the year under review.

Serial No.	Name	Meetings held	Meetings attended
1	Mr. Sumit Agarwal	1	1
2	Ms. Bharti Ranga	1	1
3	Mr. Varun Roongta	1	1

One meeting of the Nomination & Remuneration committee was also deemed to be held by way of passing of resolution by circulation.

STAKEHOLDER RELATIONSHIP COMMITTEE - Stakeholders Relationship Committee looks into redressing of shareholders and investors grievances like transfer of Shares, non receipt of Balance Sheet, etc.

Composition of Committee w.e.f. 30^th May, 2023.

Serial No.	Name	Designation	Nature of Directorship
1	Mr. Pawan Kumar Agarwal	Chairman	Non-Executive, Non -Independent
2	Mr. Pramod Kumar Agarwal	Member	Executive
3	Ms. Bharti Ranga	Member	Non-Executive, Independent

The terms of reference of the Stakeholders Relationship Committee are as follows:-

1) Review the mechanism adopted for redressing the grievance of shareholders, debenture holders and deposit holders and other security and the status of such redressal;

2) Review of the activities of the Secretarial Department of the Company inter alia adherence to Service Standards and Standard Operating Procedures relating to the various services rendered by the Investor Services Department, various initiatives taken to inter alia reduce quantum of unclaimed dividends, status of claims received and processed for unclaimed shares, uploading of data relating to unclaimed deposits/ dividends on the website of Investor Education & Protection Fund and the Corporation.

3) Review status of compliances with laws applicable to the Secretarial Department and its risk profile;

4) Review the Action Taken Report in respect of recommendations made by the Committee/ Management;

5) Review the status of the litigation(s) filed by/ against the security holders of the Company;

6) Review the mechanism adopted to review, monitor and report transactions relating to securities which may be suspicious from a money laundering perspective, in accordance with the KY C & AML Policy relating to securities of the Corporation; and

7) The Committee shall perform such other functions as may be required under the relevant provisions of the Companies Act, 2013, the Rules made there under and Listing Regulations.

8) To oversee the performance of the Registrar and Transfer Agents and recommend measures for overall improvement in the quality of investors services.

Meetings held and attended during the year - 1 meeting of SR committee was held on

18.03.2024 during the year under review.

Serial No.	Name	Meetings held	Meetings attended
1	Mr. Pramod Kumar Agarwal	1	1
2	Mr. Pawan Kumar Agarwal	1	1
3	Ms. Bharti Ranga	1	1

Note : the Company Secretary acts as the Secretary to all the Committees.

20. Extracts of Annual Return

As per the requirement of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return for the year 2023-24 has been placed on the website of the Company. The weblink of the same is https://www.smvdpolypack.com/news-highlights

21. Risk Analysis

The Company has in place proper risk management system to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are

controlled by the executive management. The Board itself along with the Audit Committee looks after the risk management plans and ensures its effectiveness.

Fire, natural calamities etc. are all unforeseen risks which can only be averted by taking proper measures to combat them. Similarly as the products manufactured by the Company and the Raw materials used are all plastic products, inflammable in nature, the Company had in place all the fire fighting equipments, alarms and multiple exit points so that any such possible risk of fire be mitigated without causing much damage. But the accident that took place on 29^th July was too huge to be controlled, although no casualties were reported on account of safety measures undertaken.

22. Internal Financial Control

The Company has in place adequate internal financial control as required under section 134(5)(e) of the Act.

At the end of the year a huge financial loss can be seen on account of damage caused by fire but the Management is optimistic on realizing full value against the claim made as the assets were all fully insured against any such unforeseen circumstances so that the effect of any such loss can be neutralized at the earliest.

23. Loans, Guarantees and Investments

The Company has made investments during the year in compliance with the provisions of the Act and the details for the same are given under the head Notes to Financial Statements.

24. Subsidiaries, Associates or Joint Ventures

Your Company does not have any subsidiaries, joint ventures but it has 1 (one) associate M/s. Aashakiran Commodeal Pvt. Ltd., during the year under review. As per the provision of Section 129(3) and rule 5 of the Companies (Accounts) Rules, 2014 the statement in AOC-1 containing the salient features of the financial statement of the associate Company is given in Annexure -B.

25. Evaluation of Boards Performance

The Board annually evaluates its performance as well as the performances of its Committees and of Directors individually.

For evaluating the performance of the Board as a whole, the Board reviews the periodical performances of the Company and the role of the Board towards achievement of the said performances and the future plans as set out from time to time.

The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors. The performance of all the Directors was evaluated by linking it directly with their devotion towards their level of engagement and contribution, Individual judgements, safeguarding the interest of the Company, implementation and management of the growth parameters of the Company etc..

The performance of the Non Executive / Independent Directors is also evaluated on the basis of their contribution for adopting better corporate governance practices, transparency and disclosures in achieving the goal of the Company.

The performance of the various Committees of the Board is reviewed on the basis of the achievement of the work designated to the specific committee.

26. Nomination Remuneration & Evaluation Policy

The Company has laid down a Policy on Nomination Remuneration & Evaluation being recommended by the NR Committee of the Company in compliance with the requisite provisions of the Companies Act, 2013 & SEBI (LODR) Regulations, 2015. The policy envisages as follows:

i) Criteria for appointment and removal of Directors, KeyManagerial Personnel (KMP) and Senior Management Executivesof the Company.

ii) Remuneration payable to the Directors, KMPs and Senior Management Executives.

iii) Evaluation of the performance of the Directors.

iv) Criteria for determining qualifications, positive attributes and independence of a Director.

27. Vigil Mechanism (Whistle Blower Policy)

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with regulation 22 of the SEBI (LODR) Regulation, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy is available on the website of the Company at https://www.smvdpolvpack.com/corporate-policies.

28. Corporate Social Responsibility (CSR Policy)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 it may be noted that the CSR provisions as specified therein were not applicable on the Company during the year under review.

29. Management Discussion and Analysis Report

In compliance with Regulation 34(3) of Listing Regulations, a separate section on Management Discussion and Analysis which includes details on the state of affairs of the Company is annexed as Annexure -D.

30. Disclosure of Information under Clause G of Schedule V of SEBI(LODR) Regulations, 2015.

In reference to the newly inserted Clause of the aforesaid Regulations it may be noted that as on date there are no such agreements existing or entered into by the parties enlisted therein where the listed entity i.e .SMVD is a party or is not a party and which directly or indirectly or potentially or whose purpose is to impact the management or control of the Company or impose any restriction or create any liability upon the Company.

The Company has only entered into agreements in the normal course of Business with the appropriate approval of the Concerned authorities wherever required and none of their impact is to effect the management or control of the Company.

31. Conservation of Energy & Technology Absorption

Information pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given is annexed as Annexure - A which forms part of this report.

32. Foreign Exchange Earning & Outflow

Foreign Exchange Earning: Nil

Foreign Exchange Outgo: Nil

33. Compliance with Secretarial Standards and other applicable laws

Your Company often strives to comply not only with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) but also with all the other applicable laws on the Company implemented under various statutes to the extent possible.

34. Industrial Relations

The industrial relation during the FY 2023-24 were more or less cordial.

35. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place the policy on prevention and redressal of sexual harassment at the workplace. Pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company also has an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at the workplace. No complaints were received by the Company during the year under review.

36. Significant & material orders passed by the Regulators or Courts or Tribunals impacting the going concern status & Companys Operations in Future

There have been no significant & material orders passed by regulators / courts / tribunals impacting going concern status and Companys operations in future.

37. Details of Material Changes and Commitments occurred during the year affecting the financial position of the Company.

The Fire Accident (As already elaborated in the Director Report) that took place during the period under review has effected the Business and Financial Position of the Company. Apart from that no other changes or commitments took place.

38. Details of application made or proceedings pending, if any under IBC, 2016

It may be noted that neither any application was made nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

39. Disclosure of material accident that took place at the works premises of the Company on 29^th July, 2023.

In furtherance to all the Intimations made via Stock Exchange it is to bring to the notice of all the shareholders of the Company that a massive fire broke out at the works premises of the Company at night on 29^th July, 2023 which took the whole of the establishment under its control within a very short time. On account of the fire control step up established thereat no casualties were reported but the plant/factory, including shed, machineries, stocks, documents kept thereat etc. of the Company was completely destroyed by the said fire. Moreover it may also be noted that the

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factory/plant was fully insured including the factory shed, Machineries both moveable and fixed, inventories etc. The event was reported by the Company to the concerned Insurance Company, Stock Exchange and all other regulatory authorities and wherever required.

It may also be noted that the Company has got its Claim registered with the Insurance Company under Claim no - 310012/11/2024/00030060, the Insurance Proceedings are going on in order to recover the claim at the earliest possible.

The delayed disbursal of claim by the Insurance Company is not only leading to delay in restoration of plant but also leading to delays in clearance of payments/repayments to suppliers, Banks and others.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.