Suncity Synthetics Ltd Directors Report

Dear Stakeholders,

Your Directors have pleasure in presenting the 37t Directors Report of M/s. Suncity Synthetics Limited (the Company) and along with it, the Audited Financial statements for the Financial year ended 31st March, 2025.

1. FINANCIAL RESULTS:

The financial results of the Company for the year ended 31st March, 2025 is summarized below: (Rs.In Lacs)

PARTICULARS	2024-25 (Rs.)	2023-24 (Rs.)
Revenue from operations	11693	200.10
Other Income	115	16.21
Total Income	11808	216.31
Total expenses	165.77	239.56
Profit/(Loss) before Exceptional Item and	(47.69)	(23.25)
Tax
Exceptional Item	(11.45)	32.02
Provision for Taxation	2.70	4.08
Transfer to Reserve	-	-
Profit / (Loss) carried to Balance sheet	(56.44)	12.85
Earnings per Equity Share	(1.14)	0.26

2. BUSINESS PERFORMANCE/STATE OF THE COMPANYS AFFAIRS:

During the Financial year under review, your company has made loss of Rs. 56.44 (Rs. In Lacs) as against profit of Rs. 12.85 (Rs. In Lacs) in the previous financial year.

3. NATUREOF BUSINESS:

During the Financial Year under review, the Company has undergone through the change of management. Also, the Members in the Annual General Meeting held on September 30, 2024 approved the change of registered office from the state of Gujarat to State of Maharashtra.

4. CHANGE IN NAME OF THE COMPANY:

During the Financial Year under review, the Company has not changed its name.

5. SHARE CAPITAL:

During the financial year under review, there was no change in Authorised Share Capital as well as Paid up Share Capital of the Company.

6. REDUCTION OF CAPITAL:

The Company during the couple of years made business and due to unfavorable market conditions incurred losses which eroded the issued, paid-up, subscribed capital of the company completely. Keeping the future plan of the company it is proposed to reduce the capital of the company to the extent of 98%. Hence, Board of Directors in their meeting held on 5% September, 2024 approved draft scheme of reduction of Share Capital and proposed to place before the Members for their approval. After approval of Shareholders the Company will take necessary steps to file an application/scheme to Honble NCLT and comply the provisions of Companies Act, 2013, SEBI (LODR) Regulations, 2015 and SEBI circular relating to scheme of arrangement.

The Losses of the company accumulated in the past couple of years and the details as under:

Year	Year wise Profit/(Losses)(Rs.)
2020-21	(3,87,85,012)
2021-22	27,98,212
2022-23	(12,22,297)
2023-24	12,85,636

The reduction of capital is applicable to all the shareholders in the same ratio. There will be no change of management post reduction of Capital.

DIVIDEND:

The Company has not recommended any dividend for the financial year 2024-25 due to losses.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has neither given any loans or guarantees nor made any investments as covered under the provisions of section 186 of the Companies Act, 2013 during the financial year 2024- 25.

TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to the general reserve of the Company.

10.DEPOSITS:

The Company has notaccepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the said financial year.

11.PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES: There were no related party transactions that were entered into during the financial year. There are no materially significant related party transactions made by the company with promoters, directors, key managerial personnel or other designated personnel or other designated persons, which may have potential conflict with interest of the company at large.

12.MANAGEMENT DISCUSSION AND ANALYSIS REPORT: e Industry Structure & Developments

Company is engaged in business of Polyester staple fiber and nylon granules manufacture.

e Opportunities & Threats

The industry provides ample opportunities in domestic and as well as export market however the uncertainty of raw material prices and government policies are detrimental to growth and profitability.

R Risks & Concerns

Company does not foresee any such risk in near future, which will hamper the activities.

e Outlook

The Company shall continue to explore its policy of expansion based on availability of resources and opportunity.

13.RISK MANAGEMENT POLICY:

The Company continues to have an effective Risk Management process in place. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company. Major risks, if any, identified by the business and functions are systematically addressed through mitigating action on a continuous basis.

14.NOMINATION AND REMUNERATION POLICY:

Suncity Synthetics Limited has constituted a Nomination and Remuneration Committee and the Committee has formulated a Nomination, Remuneration and Evaluation Policy to provide a framework and set standards for the nomination and remuneration of the Directors, Key Managerial Personnel and Other employees and evaluation of the Directors. The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management. The remuneration policy approved by the board of Directors is available on the website of the Company www.suncitysyntheticsltd.com.

15.BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which are placed on the website of the Company www.suncitysyntheticsltd.com a) Code of Conduct for Directors and Senior Management b) Nomination and Remuneration Policy c) Policy on Disclosure of Material Events d) Policy on preservation of Documents e) Policy on archival of data f) Whistle Blower Policy g) Policy on Related Party Transactions

h) POSH Policy

i) Dividend Distribution Policy j) Policy on Material Subsidiary

Since your Companys Paid-up Capital and Net worth is less than Rs.10 Crores and Rs. 25 Crores respectively, the provisions of SEBI (LODR) Regulations, 2015 relating to corporate governance is not applicable.

16.PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Information of employees as per Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014for the Financial Year is “NIL".

17.MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT: Training on all sectors is given to its employees periodicallyand motivated to work in line with the development of the industry. The willingness and commitment of the employees help the company to stand tall among its customer in quality and service.

18.DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013: The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the 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 for prevention and redressal of complaints of sexual harassment at workplace. The policy is uploaded and can be viewed on the Companys website www.suncitysyntheticsltd.com

The details of Number of complaints of Sexual Harassment received, Number of complaints disposed off and Number of cases pending for more than ninety days in the Financial Year as stated below:

SL No. Particulars	Comments
1 Number of complaints of sexual harassment received in the year	NIL
2 Number of complaints disposed off during the year	NIL
3 Number of cases pending for more than ninety days	NIL

19 .COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

As there is no employee in the Company, the provisions of Maternity Benefit Act, 1961 is not applicable to the Company during the year under review.

20,.PARTICULARS OF SUBSIDIARIES, ASSOCIATES AND JOINTVENTURE COMPANIES: The Company does not have any Subsidiaries, Associates and Joint Venture Companies.

21 MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF REPORT: During the Financial Year under review, there are no material changes and commitments occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the report, affecting the financial position of the company.

22. DIRECTORS & KEY MANAGERIAL PERSONNEL AND CHANGE IN BOARD OF DIRECTORS

DURING THE FINANCIAL YEAR:

Ms. Sumita Mishra in compliance with regulation 3 & 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 took the management control of the Company post completion of the process of the open offer.

The following directors and KMP were appointed consequent to the takeover of the Company with effect from 31st August, 2024:

Ramesh Chandra Mishra	Additional Director
Sumita Mishra	Additional Director cum
	Managing Director
Nitin Arvind Oza	Additional Director
Sanghamitra Sarangi	Additional Director
Vidhi Bafna	Company Secretary

The following directors and KMP resigned consequent to the takeover of the Company with effect from 31st August, 2024:

Poonam Jain	‘Whole-Time Director
Rachana Akshay Katariya	Director
Dungar Ram Mali	Director
Deepak Sharma	Director
Mridula Agarwal	Company Secretary
Suresh Kumar Jain w.e.f. 14th November	Managing Director
2024

Company Secretary, CEO & Chief Financial Officer:

Vidhi Bafna	Company Secretary and
	Compliance Officer
Suresh Dhanraj Kawarjain	Chief Financial Officer
Mridula Agarwal	Company Secretary and
(Resignation w. e. f 31st August, 2024)	Compliance Officer

Composition of committees of the Board:

Subsequent to change in the Management of the Company the Board of Directors of the Company in their meeting held on 31st August, 2024 have reconstituted the composition of Committees of the Board which is as follows:

	Audit Committee
Mr. Nitin Arvind Oza	Chairman
Mrs. Sanghamitra Sarangi	Member
Ms. Sumita Mishra	Member
Nomination and Remuneration Committee
Mr. Nitin Arvind Oza			Chairman
Mrs. Sanghamitra Sarangi			Member
Ms. Sumita Mishra			Member
Stakeholders Relationship Committee
Mr.Ramesh Chandra Mishra				Chairman
Mrs. Sanghamitra Sarangi				Member
Mr. Nitin Arvind Oza				Member
Corporate Social Responsibility Committee
Ms. Sumita Mishra		Chairman
Mrs. Sanghamitra Sarangi		Member
Mr. Nitin Arvind Oza		Member

23.NUMBER OF MEETINGS OF THE BOARD AND BOARDS COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies / policies and review the financial performance of the Company. The Board Meetings are pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors to plan their schedules.

Meeting	No. of Meetings during the Financial Year 2024-25	Date of the Meeting
Board Meeting	7	30.05.2024
		14.08.2024
		31.08.2024
		05.09.2024
		14.11.2024
		29.11.2024
		14.02.2025
Audit Committee	4	30.05.2024
		14.08.2024
		14.11.2024
		14.02.2025
Nomination & Remuneration Committee	2	31.08.2024
		14.02.2025
Independent Directors	1	14.02.2025

The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations Requirements) Regulations, 2015.

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for directors and employees to report concerns about unethical behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2024-25, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the Companys website www.suncitysyntheticsltd.com.

25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors report, key issues and areas of improvement, significant processes and accounting policies.

26. ANNUAL EVALUATION BY THE BOARD:

In compliance with the Companies Act, 2013, the performance evaluation of the Board and its Committees were carried out during the year under review.

The evaluation framework for assessing the performance of Directors comprises of the following key areas: a) Attendance of Board Meetings and Board Committee Meetings. b) Quality of contribution to Board deliberations. c) Strategic perspectives or inputs regarding future growth of Company and its performance. d) Providing perspectives and feedback going beyond information provided by the management. e) Commitment to shareholderand other stakeholder interests. f) The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

27.COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is following the applicable Secretarial Standards as prescribed and formulated by the Institute of Company Secretaries of India during the financial year 2024-25, to the extent as applicable.

28.INDEPENDENT DIRECTORS:

a) Declaration of Independent Directors:

The Company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that the Independent Directors of the Company meet the criteria of their Independence laid down in Section 149(6). b) Independent Directors Meeting: The meeting of the Independent Directors was held on 14t February, 2025 as per schedule 1V of the Companies Act, 2013. c) Familiarisation Programme for Independent Directors: The familiarization program is to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program isavailable on the website of the Company at www.suncitysyntheticsltd.com.

29.0PINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE

OF THE INDEPENDENT DIRECTOR:

In the opinion of the Board all the Independent Directors including Independent Directors appointed during the year, if any, are person of integrity and has expertise and experience in relevant field. Further, all the independent directors has cleared proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

30.LISTING WITH STOCK EXCHANGES:

Shares of the Company are listed on BSE Limited and the Company confirms that it has paid the annual Listing Fees for the year 2024-25.

31.REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

32.AUDITORS AND AUDITORS REPORT: a) STATUTORY AUDITORS:

M/s. S. Gandhi & Associates, Chartered Accountant (FRN: 113667W), Statutory Auditors were appointed as the Statutory Auditors of the Company to hold office up to the conclusion of the Annual General Meeting of the Company to be held for the Financial Year 2026-27.

The Auditors Report for Financial Year ended 31st March, 2025 does not contain any qualification, reservation or adverse remark. Hence, there is no requirement for the Board to provide any explanation or comment on the same. The Auditors Report is enclosed with the financial statements in the Annual Report and the same is self- explanatory.

b) SECRETARIAL AUDITOR& REPORT:

Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Amarendra Mohapatra of M/s. Amarendra Mohapatra & Associates, Practising Company Secretaries (Membership No.26257 CP:14901) was appointed to conduct secretarial audit for the financial year 2024-25.

The Board as per the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 proposed to appoint Secretarial Auditor M/s. Amarendra Mohapatra & Associates, Practicing Company Secretaries (Membership No.26257 CP:14901) for 3-financial years starting from Financial Year 2025-26 ending with 2027-28. The Secretarial Auditor declared that he meets with all the criteria and is a peer review Auditor.

The Secretarial Audit Report as received from the Secretarial Auditor is annexed to this report as Annexure-I. The Secretarial Audit report does not contain any observation or remarks.

c) INTERNAL AUDITORS:

The Company has appointed M/s. Manas Dash & Co., as the Internal Auditors of the company for the Financial Year 2024-25. The Audit Committee determines the scope of Internal Auditin line with regulatory and business requirements.

d) COST AUDITOR:

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

33.DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE: There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

34.RATIO OF REMUNERATION TO EACH DIRECTOR:

At present Directors are not receiving any remuneration from the company in view of the financial constraints. Hence, ration of remuneration to each Director is not applicable in the Financial Year 2024-25.

35.CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.

36.CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the Company as the limits are not breached, a report on CSR activities is not required to be annexed with this report.

37.SHIFTING OF THE REGISTERED OFFICE FROM ONE STATE TO ANOTHER:

The members at their meeting held on September 30, 2024 approved the shifting of the Registered Office from the state of Gujarat to the State of Maharashtra. The Regional Director has accorded their approval on June 06, 2025 for the said shifting of the Registered Office from state of Gujarat to the State of Maharashtra. Presently the Registered Office at 129B, Ansa Industrial Estate, Saki Naka, Andheri East, Mumbai 400072.

38.EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as at March 31, 2025 is uploaded on the website of the Company and can be accessed at www.suncitysyntheticsltd.com

39.DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that such systems are adequate and operating effectively.

40.DIRECTORS RESPONSIBILITIES STATEMENT:

Pursuant to the requirement under Section 134 (3) (c) of Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

1. Inthe preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures 2. 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 and of the Profit or Loss of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual accounts on a going concern basis.

5. 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.

6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.

41.CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provision of Para C of Schedule V of SEBI

(LODR) relating to Corporate Governance Report is not applicable to the company.

42.MAINTAINANCE OF COST RECORDS:

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

43.ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to Financial Statements. It has laid down certain guidelines, policies, processes and structures which are commensurate with the nature, size, complexity of operations and the business processes followed by the Company. These controls enable and ensure the systematic and efficient conduct of the Companys business, protection of assets, prevention and detection of frauds and errors and the accuracy and completeness of the accounting and financial records.

44.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:

There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 and that there is no instance of onetime settlement with any Bank or Financial Institution, during the year under review.

45.THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:

No application made or no any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

46.PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

? Conservation of energy: -

1. The steps taken or impact on conservation of energy: N.A.

2. The steps taken by the Company for utilizing alternate sources of energy: N.A.

3. The capital investment on energy conservation equipment: N.A.

? Technology absorption:

1. The efforts made towards technology absorption: N.A.

2. The benefits derived like product improvement, cost reduction product development or import substitution: N.A.

3. Incase ofimported technology (imported during thelast three years reckoned from the beginning of the financial year) - e Thedetails of technology imported: N.A. e Theyear of import: N.A. e Whether the technology been fully absorbed. N.A.

4. If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: N.A.

5. The expenditure incurred on Research and Development. N.A. ? Foreign Exchange Earnings and Outgo: N.A.

47.ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the Contributions made by employees at all levels, towards the continued growth and prosperity of your Company. Directors also take this opportunity to convey theirs thanks to all the valued shareholders of the Company and to the Bankers for their valuable services.

48.CAUTIONARY STATEMENT:

The statements contained in the Boards Report and Management Discussion and Analysis Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

By and on behalf of the Board of Directors

For Suncity Synthetics Limited

 

sd/-	sd/-
Sumita Mishra	Ramesh Chandra Mishra
Managing Director	Non-Executive Director
DIN: 00207928	DIN: 00206671

 

Date: 21/06/2025

Place: Surat