swasti vinayaka synthetics ltd share price Directors report

To,

The Members,

Your directors have pleasure in presenting their 41^st Annual Report on the business and operations of the Company and Audited Statement of Accounts for the year ended 31^st March, 2023.

1. FINANCIALHIGHLIGHTS:

The Boards Report is prepared based on the standalone financial statements of the Company.

The Companys financial performance reflectingstate of affairs for the year under review along with previous years figures is given here under:

Sr. No. Particulars	2022-23	2021-22
Revenue from Operations	2682.30	2035.47
Other Income	25.56	11.92
1. Total Income	2707.86	2047.39
Expenses
Cost of material consumed	1345.14	841.25
Purchase of Stock in Trade	127.34	215.84
Changes in Inventories of finished goods, work-in Progress and stock in trade	-153.29	-43.81
Employee Benefit Expense	166.52	144.72
Finance Cost	47.08	29.87
Depreciation and amortization expense	31.66	27.87
Other Expense	879.03	603.05
2. Total Expense	2443.48	1818.79
Profit before Tax	264.38	228.60
3. Tax Expense
Current Income Tax	-63.12	55.75
Deferred Income Tax	-2.32	-1.82
4. Profit After Tax	198.94	174.67
Other Comprehensive Income	4.92	3.99
5. Total Comprehensive Income for	203.86	178.66
the period
6. Balance carried to Balance Sheet	583.71	384.77
7. Basic and diluted EPS	0.23	0.20

2. DIVIDEND:

The Directors do not recommend any dividend for the Financial Year ended on 31^stMarch, 2023.

3. RESERVES:

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

4. REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE:

Revenue from operations of the Company in the financial year 2022-23 stands at Rs. 2682.30 Lakhs as compared to Rs. 2,035.47 Lakhs in previous financial year. During the period under review the profit after tax (PAT) stood at Rs. 198.94 Lakhs as compared to Rs. 174.67 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 economic 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 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

Registrar of Companies/MCA, is hosted on the Companys website and can be accessed at www.swastivinayaka.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 Boards report.

7. SHARE CAPITAL:

During the year under review your Company has issued and allotted 8040 (Eight Thousand and Forty) Equity Shares under Preferential Issue at a price of Rs. 8/- each including premium of Rs. 7/- each to Swasti Vinayaka Realestate Development Pvt. Ltd, Promoter Group Company.

As on 31^st March, 2023, 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 Rs. 1/- (One) each and the paid-up equity share capital as on 31^st March, 2023 is Rs. 9,00,00,000 (Nine Crores) comprising of 9,00,00,000 (Nine Crores) equity shares of face value of Rs. 1/- each.

8. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS/ RESIGNATIONS DURING THE YEAR: During the year under review, Mr. Prabhat Dinesh Poddar, was appointed as an Additional Director on the Board of the Company w.e.f 20^th June, 2022. Further, appointment of Mr. Prabhat Dinesh Poddar was regularized in the 40^th Annual General Meeting of the Company held on 23^rd September, 2022 and thus, there was a change in his designation from Additional Non-Executive Director to Non-Executive Director of the Company. Following changes took place in the position of Key Managerial Personnel of the

Company during the financial year 2022-2023 under review:

Name of the KMP	DIN/PAN	Designation	Date of Appointment/ Cessation	Nature of Change (Appointment/ Cessation)
Sudarshan Thakur	AJXPT2615C	Chief Financial Officer	30th April, 2022	Cessation
Sulochana Sanjay Dhole	ALNPD7347K	Chief Financial Officer	16th May, 2022	Appointment
Prabhat Dinesh Poddar	09637477	Additional Director	20th June, 2022	Appointment of key
Prathmesh Pradeep Gaonkar	BMBPG5937N	Company Secretary	5th August, 2022	Cessation
Devika Devendra Parmar	DYVPP6529M	Company Secretary	13th September, 2022	Appointment of key

9. 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 arms length transactions under third proviso thereto is disclosed in Form No. AOC-2 which is enclosed as Annexure I.

10. 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.

11. 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.

12. 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 anintegral 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.

13. 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.

Sr No. Particulars No of meetings held

1. Board Meeting 17

2. Audit Committee Meeting 5 Nomination and Remuneration Committee

3. 5 Meeting

4. Stakeholders Relationship Committee Meeting 1

5. Independent Directors meeting 1

14. 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 Boards functioning was evaluated on various responsibilities, its aspects, including inter alia degree of fulfillment 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 adequacy of wereassessed included degree of fulfillment

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 judgement safeguarding the interest of the Company and its minority shareholders etc. The Independent Directors of the Company met on March02, 2023 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 timelinessof 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.

15. THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

The Company does not have any Subsidiaries, Joint Ventures or Associate Companies.

16. 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.

17. 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.

18. COMPANYS 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.

19. 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^thAGMheld on December 28, 2020 to hold office from the conclusion of the

38^thAGM till the conclusion of the 43^rdAGM 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.

20. 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.

21. 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 Companys 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. swastivinayaka.com.

22. 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:

1. Mr. Sanjiv Rungta	Chairman of Audit Committee
2. Mr. Rakesh Garodia	Member of Audit Committee
3. Mr. Dinesh Poddar	Member of Audit Committee

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.

24. 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.

25. 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.

26. PUBLIC DEPOSITS:

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

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

During the year under review, the Company has neither given any loan nor provided any guarantees which are governed by the provisions of Section 186 of the Companies Act, 2013.

Further, company has not made any investments during Financial Year 2022-23.

28. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION 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 2022 - 23.

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:

Sr. No. Name of Member	Position held in IC Committee
1. Sneha Samel	Presiding Officer
2. Ujjwala P. Raut	Member
3. Ashish Bhuravane	Member
4. Mitesh Sharma	Member

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: 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

Sr. no Particulars	For the period of 31 March, 2023	For the period of 31 March, 2022
(A) Foreign exchange inflows	NIL	NIL
(B) Foreign exchange outflows	NIL	Rs. 0.35

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE: regulators or courts or No significant

Tribunals which impact the going concern status and Companys operations in future.

31. 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.

32. UNPAID DIVIDEND & IEPF:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the

Company to the IEPF; established by the Government of India, after completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the F.Y. 2022-23, 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.

33. 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.

34. 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 Office: to the Company.

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

Pursuant to Part F of Schedule V of SEBI Listing Regulations the listed entity shall disclose the following details in its annual report, as long as there are shares in the demat suspense account or unclaimed suspense account, as applicable : (a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year: Nil (c) number of shareholders to whom shares were transferred from suspense account during the year: Nil (d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: 4 shareholders / 101213 shares (LOC to be issued for demat) (e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: NA

36. 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) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act for the company. 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. g) The Company has not issued any instruments convertible into equity shares of the Company. h) There is no application made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

37. 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 2022-23 to BSE Ltd. where the Companys Shares are listed.

38. ACKNOWLEDGEMENT

We record our gratitude to the Banks and others for their assistance and cooperation 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.

Registered	By Order of the Board
J-15, M.I.D.C., Tarapur, Boisar,	Swasti Vinayaka Synthetics Limited
Dist. Palghar, Maharashtra - 401506.
	Sd/-
	Rajesh Poddar
Date: 10th August, 2023	(DIN: 00164011)
Place: Mumbai	Chairman & Managing Director