Dear Members,
The Board of Directors ("Board") of Synthiko Foils Limited
("Company") with immense pleasure present their 40th Board's report
on the business and operations of your Company for the financial year 2024-25. This Report
is being presented along with the audited financial statements for the financial year
ended March 31, 2025.
FINANCIAL HIGHLIGHTS
The financial summary on for the financial year ended March 31, 2025 and a comparison
with the previous financial year is as follows:
|
STANDALONE |
| PARTICULARS |
Year ended 31st March, 2025 |
Year ended 31st March, 2024 |
| Revenue from operations |
211598.39 |
258215.08 |
| Other Income |
3.35 |
1,011.23 |
| Total Income |
211601.74 |
259226.30 |
| Expenditure |
208325.58 |
256215.12 |
| Profit / (Loss) for the year Before Tax |
3276.16 |
3011.18 |
| Less: Provision for Taxation |
864.88 |
833.68 |
| Net Profit/(Loss) After tax |
2411.28 |
2177.50 |
The Financial Statements for the Financial Year ended March 31, 2025, forming part of
this Annual Report, have been prepared in accordance with Ind AS notified under Section
133 of the Companies Act, 2013 ("the Act") and other relevant provisions of the
Act.
NUMBER OF MEETINGS OF THE BOARD
The Company holds at least four Board Meetings in a year, one in each quarter. All the
decisions and urgent matters approved by way of circular resolutions are placed and noted
at the subsequent Board Meetings.
During the financial year under review, 7 (Seven) meetings of the Board were held on 30th
May, 2024, 1st July, 2024, 14th August, 2024, 27th
August, 2024, 14th November, 2024, 6th February, 2025 and 14th
February, 2025.
STATE OF COMPANY'S AFFAIRS
During the year under review, the Company has achieved turnover of Rs. 211601.74
Thousand as against the turnover of Rs. 259226.30 thousand in the previous financial year.
After deducting total expenditure aggregating to Rs. 208325.58 Thousand, the
Company has earned profit after tax of Rs. 2411.28 Thousand as against profit of Rs.
2177.50 Thousand of the previous financial year.
THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES
The Company has not transferred any amount to any reserves.
MATERIAL CHANGES AND COMMITMENTS
During the year under review, an Extra-Ordinary General Meeting (EGM) was held on 11th
March, 2025, wherein a Special Resolution was passed for the transfer of the manufacturing
foils undertaking to Essef Foils And Packaging Private Limited. This transfer was carried
out in accordance with the provisions of Regulation 37A and other applicable provisions of
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations,
2015"), as well as
Section 180(1)(a) and other relevant provisions of the Companies Act, 2013, along with
applicable rules and regulations framed thereunder (including any statutory
modification(s), re-enactment(s), or amendment(s) in force at the time).
Further, on 2nd May, 2025, the Promoters of the Company executed a Share Transfer
Agreement with Mr. Abhishek Narbaria and Mr. Umesh Kumar Sahay for the transfer of
9,09,703 equity shares, representing 52.28% of the total equity and voting capital of the
Company. Pursuant to this transaction, an Open Offer is being made by the Acquirers in
accordance with Regulations 3(1) and 3(4) of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended
("SEBI (SAST) Regulations").
The Draft Letter of Offer and Letter of Offer are being filed by the Acquirers with the
Stock Exchange and SEBI, and the Draft Letter of Offer has been approved by SEBI on 28th
August, 2025.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans, Investments and Guarantees, covered under the provisions of
Section 186 of the Act are given in the note no. 5 and 9 of the Financial Statements.
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives and thus in pursuance of the same it has formulated a
Risk Management Policy.
Major risks identified by the businesses and functions are systematically addressed and
also discussed at the meetings of the Audit Committee and the Board of Directors of the
Company.
The Company's internal control systems are commensurate with the nature of its business
and the size and complexity of its operations. Significant audit observations and follow
up actions thereon are reported to the Audit Committee.
In the opinion of the Board, there are no elements of risks threatening the existence
of the Company.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business carried on by the Company during the
financial year ended on March 31, 2025.
CAPITAL STRUCTURE
Authorized Share Capital
The authorized share capital of the Company as of March 31, 2025, stood at Rs.
1,00,00,000 (Rupees One Crores only), divided into 20,00,000 (Twenty Lakhs) equity shares
of Rs. 5 (Rupees five only) each.
Paid-up Share Capital
The paid-up share capital of the Company as of March 31, 2025, stood at Rs. 87,00,000
(Rupees Eighty Seven Lakhs only), divided into 17,40,000 (Sventeen Lakhs Fourty Thousand)
equity shares of Rs. 5 (Rupees Two only) each.
SHARE WARRANTS
As on March 31, 2025, there were no outstanding share warrants of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNELS
The Composition of Board as on March 31, 2025, was as under:
| Name of the Director |
Category of Directorship in the Company |
| Mr. Ramesh Dadhia |
Managing Director & CFO |
| Mr. Bhavesh Dadhia |
Whole-Time Director & CEO |
| Mrs. Sheetal Dadhia |
Non-Executive Women Director |
| Mr. Nirav Shah |
Independent Non-Executive Director |
| Mrs. Mamta Lasod |
Company Secretary & Compliance Officer. |
There were following changes in the Composition of Directorship from the closure of
financial year and up to the date of this report.
Mr. Nirav Paresh Shah (DIN: 10570698) resigned as Non-Executive Independent Director
w.e.f 8th August, 2025 due to personal reasons.
Mrs. Sheetal Dadhia (DIN:07144050) Non-Executive Women Director resigned w.e.f 8th
August, 2025 due to_ personal reasons.
Mr. Sunil Dhoot, Company Secretary & Compliance Officer of the Company, resigned
with effect from 10th April, 2024. Subsequently, the Board of Directors in its meeting
held on 1st July, 2024, appointed Mrs. Mamta Lasod as the Company Secretary &
Compliance Officer with effect from the same date.
However, Mrs. Mamta Lasod has tendered her resignation and ceased to be the Company
Secretary & Compliance Officer of the Company with effect from 8th August, 2025.
The Board of Directors, at its meeting held on 18th June, 2025, appointed Mr. Tarun
Dinesh Awal (DIN: 01425732) and Mrs. Gayathri Srinivasan Iyer (DIN: 09054785) as
Additional Independent Directors of the Company with effect from the same date. They shall
hold office up to the date of the ensuing Annual General Meeting or the last date on which
the Annual General Meeting for the financial year 2024 2025 is required to be held,
whichever is earlier. Both appointees are eligible for appointment under the relevant
provisions of the Companies Act, 2013. It is proposed to regularise their appointment as
Independent Directors of the Company for a term of five (5) consecutive years commencing
from 18th June, 2025, at the forthcoming Annual General Meeting.
Further, the Board also appointed Mr. Umesh Kumar Sahay (DIN: 01733060) and Mr. Nikhil
Dilipbhai Bhuta (DIN: 02111646) as Additional Non-Executive, Non-Independent Directors of
the Company with effect from 18th June, 2025. They too shall hold office up to the date of
the ensuing Annual General Meeting or the last date on which the Annual General Meeting
for the financial year 2024 2025 is required to be held, whichever is earlier. Being
eligible under the applicable provisions of the Companies Act, 2013, it is proposed to
regularise their appointment as Non-Executive Directors of the Company with effect from
18th June, 2025, at the forthcoming Annual General Meeting.
The Board of Directors, at its meeting held on 18th June, 2025, appointed Mr. Abhishek
Narbaria (DIN: 01873087) as an Additional Executive Director of the Company with effect
from the same date. He shall hold office up to the date of the ensuing Annual General
Meeting or the last date on which the Annual General Meeting for the financial year 2024
2025 is required to be held, whichever is earlier. Mr. Narbaria is eligible for
appointment under the applicable provisions of the Companies Act, 2013, and it is proposed
to regularise his appointment as the Managing Director of the Company for a term of five
(5) years commencing from 18th June, 2025, at the forthcoming Annual General Meeting.
Mr. Ramesh Dadhia (DIN: 00726044) Managing Director and Chief Financial Officer of the
Company vide resignation letter dated August 30, 2025 had resigned with effect from the
closure of business hours on August 30, 2025 due to change in control and open offer
approval by Securities and Exchange Board of India (SEBI).
Mr. Bhavesh Ramesh Dadhia (DIN: 00726076) Whole-Time Director and Chief Executive
Officer of the Company vide resignation letter dated August 30, 2025 had resigned with
effect from the closure of business hours on August 30, 2025 due to change in control and
open offer approval by Securities and Exchange Board of India (SEBI).
In the opinion of the Board, all the directors possess the requisite qualifications,
experience, expertise, proficiency and hold high standards of integrity. Further, all the
Directors of the Company have also given declaration that they are not disqualified from
holding the office of Director by virtue of any SEBI Order or any other such authority.
DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the Act,
read with the Companies (Acceptance of Deposits) Rules, 2014 and, as such, no amount of
principal or interest on public deposits was outstanding as of the Balance Sheet date.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
During the year under review, no significant and material orders have been passed by
the regulators or courts or tribunals impacting the going concern status and company's
operations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has put 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 Company's business, protection of assets,
prevention and detection of frauds and errors and the accuracy and completeness of the
accounting and financial records. During the year, such controls were tested and no
reportable material weakness in the design or operation was observed.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
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.
During the period under review, no complaints were received from employees in this
regard.
| Particulars |
Details |
| Number of complaints of sexual harassment received in the year |
NIL |
| Number of complaints disposed off during the year |
NIL |
| Number of cases pending for more than ninety days |
NIL |
A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO
THE MATERNITY BENEFITS ACT, 1961
The Company affirms that it is fully compliant with the provisions of the Maternity
Benefit Act, 1961, including all applicable amendments thereof.
During the financial year ended March 31, 2025, the provisions of the Act were
applicable to the Company; however, no instances arose wherein maternity benefits were
availed by any woman employee of the Company as the Company does not have any female
Employee.
The Company remains committed to providing a safe, inclusive, and supportive work
environment for all employees, in line with applicable laws and best practices.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR
There were no proceedings, either filed by the Company or against the Company, pending
under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal
or any other courts as on March 31, 2025.
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 was no instance of one-time settlement with any Bank or Financial Institution,
during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The Company has not entered into any related party transactions as provided in
sub-section (1) of section 188 of the Companies Act, 2013 which are not in its ordinary
course of business or not on arm's length basis.
Hence, in accordance with proviso four of sub-section (1) of section 188 of the
Companies Act, 2013, the sub-section (1) of section 188 of the Companies Act, 2013 is not
applicable to our Company.
The policy on Related Party Transactions is uploaded on the Company's website i.e.
www.synthikofoilsltd.com
DIVIDEND
The Board of Directors of the Company, keeping in view the current financial position,
has decided not to recommend any dividend for the Financial Year ended March 31, 2025.
ANNUAL RETURN
In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the draft Annual Return of the Company is available on the
Company's website www.synthikofoilsltd.com
PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES
The relations between Company and its employees being cordial and no instance of any
Industrial Dispute reported during the year 2024-25. 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.
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 particulars of remuneration have been provided in Annexure-I, 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.
The percentage increase in remuneration of each Director, Chief Financial Officer and
Company Secretary during the financial year 2024-25, ratio of the remuneration of each
Director to the median remuneration of the employees of the Company for the financial year
2024-25 and the comparison of remuneration of each Key Managerial Personnel (KMP) against
the performance of the Company are mentioned in Annexure I.
AUDITORS
Statutory Auditor
Pursuant to the provisions of Section 139 of the Act the members at the 37th
(Thirty-Seven) Annual General Meeting (‘AGM'), appointed M/s. S C Mehra &
Associates, Chartered Accountants, having FRN 106156W as Statutory Auditors of the Company
to hold office for their first term of 3 (Three) consecutive years commencing from the
conclusion of 37th (Thirty-Seven) AGM till the conclusion ensuing AGM to be
held in the financial year 2025.
It is proposed to appoint M/s. Mehra Goel and Company, Chartered Accountants (Firm
Registration No. 000517N), Delhi, as the Statutory Auditors of the Company for a term of
five years from the conclusion of the 40th Annual General Meeting till the conclusion of
the 45th Annual General Meeting of the Company to be held in year 2030.
Secretarial Auditor
M/s HSPN & Associates LLP, Company Secretaries, were appointed to conduct the
Secretarial Audit of the Company for the Financial Year 2024-25, as required under Section
204 of the Act and Rules framed thereunder. The Secretarial Audit Report for the Financial
Year 2024-25 forms part of this report as
Annexure-II.
EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE BY STATUTORY AUDITOR IN ITS REPORT
The Statutory Auditors' Report for the financial year ended March 31, 2025 does not
contain any qualification, reservation, or adverse remark. The report is enclosed with the
financial statements in the Integrated Annual Report.
EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE BY COMPANY SECRETARY IN PRACTICE IN ITS SECRETARIAL AUDIT REPORT
Point-wise explanation or comment on qualification, reservation or adverse remark or
disclaimer made by the Secretarial Auditor in its report is as follows:
| Observation |
Explanation |
| 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. |
Response to Observation: We acknowledge the remark regarding noncompliance in
composition of committees. |
|
Action taken: Company has appointed required number of Independent Directors in
its board meeting held on 18th June, 2025, therefore the Composition of committees are now
in order. |
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the period under review, none of the auditors, viz. Statutory Auditors and
Secretarial Auditors have reported to the Audit Committee, under Section 143(12) of the
Act, any instances of fraud committed by or against the Company by its officers or
employees, the details of which would require the disclosure in the Board's Report.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received the necessary declaration from each Independent Directors
under Section 149(7) of the Act, that he/ she meets the criteria of independence as laid
down under Section 149(6) of the Act and under the Listing Regulations.
The Company has received requisite declarations from all the Independent Directors of
the Company confirming that they meet the criteria of independence prescribed under
Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification
of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations.
Further, the Board members are satisfied with regard to integrity, expertise,
experience and proficiency of the Independent Directors of the Company.
The Board has taken on record the declarations and confirmations submitted by the
Independent Directors after undertaking due assessment of the veracity of the same.
VIGIL MECHANISM AND WHISTLE-BLOWER POLICY
The Company has formulated an effective Whistle Blower Mechanism and a policy that lays
down the process for raising concerns about unethical behavior, actual or suspected fraud
or violation of the Company's Code of Ethics & Conduct.
Your Company hereby affirms that no Director/Employee has been denied access to the
Chairperson of the Audit Committee. Further, no complaint was received through the said
mechanism during the year under review.
The copy of Vigil Mechanism/Whistle Blower Policy is hosted on the website of the
Company- www.synthikofoilsltd.com
COMPLIANCE OF THE SECRETARIAL STANDARDS
During the period under review, the Company has complied with the applicable provisions
of Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General
Meetings (SS-2) issued by the Institute of Company Secretaries of India and notified by
Ministry of Corporate Affairs in terms of the provisions of Section 118 of the Act.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Board has adopted the Nomination and Remuneration Policy of the Company pursuant to
the provisions of Section 178(3) of the Act and the Listing Regulations. The Policy
includes laying down criteria for identifying persons who are qualified to become
Directors, Key Managerial Personnel (‘KMP'), Senior Management Personnel and
Other Employees of the Company, laying down criteria to carry out evaluation of every
Director's performance, determining the composition and level of remuneration, including
reward linked with the performance, which is reasonable and sufficient to attract, retain
and motivate Directors, KMPs, Senior Management Personnel and Other Employees to work
towards the long term growth and success of the Company.
The Nomination and Remuneration Policy of the Company is available on the Company's
website- www.synthikofoilsltd.com
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
CONSERVATION OF ENERGY:
The Company has implemented system of optimum of Energy and its conservation. The old
machineries were timely replaced with new machineries to get optimum productions and
wastage of power and to get the optimum ratio for inputs.
RESEARCH AND DEVELOPMENT (R&D):
The Company's core strategy for Research and Developments pertains to the Research of
new designs with added values to serve the consumers with the requirements. The products
research is conducted in phased manner during the year to introduce new designs and
product ranges for betterment of the consumer market. The expenditure towards Research and
Developments were not significant to report.
FUTURE PLANS FOR RESEARCH AND DEVELOPMENTS:
The activities of research and Developments are on ongoing process where the production
patterns and products designs need updation from time to time to sustain in the
competitive market. The future plan for Research and Development of new product
applications with the variety range of innovation in design.
TECHNOLOGY ABSORPTION:
The production technologies of the company pertain to heat and press lamination wherein
heat is applied to the surface of aluminum foil for lamination with LDPE. The other
product is coating and printing wherein resin coating is done on aluminum foil and
printing is done as per customer's design. The technology applied is in line with current
industry practices. The technological updation is an integral part of the business to get
better products.
Foreign exchange earnings and Outgo-
With regard to foreign exchange earnings and outgo for the current year 2024-25 the
position is as under:
| Particulars |
Financial year ended |
|
31 March 2025 |
31 March 2024 |
| Income in foreign currency |
NIL |
NIL |
| Expenditure in foreign currency |
NIL |
435.17 |
CORPORATE SOCIAL RESPONSIBILITY (CSR)
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.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company; hence,
provisions of section 129(3) of the Companies Act, 2013 relating to preparation of
consolidated financial statements are not applicable.
OPINION 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 persons of integrity and have expertise
and experience in relevant field.
Further, all the independent directors have cleared proficiency self-assessment test
conducted by the Indian Institute of Corporate Affairs.
ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board has adopted a formal mechanism for evaluating its performance and as well as
of its committees and individual Directors, including the Chairperson of the Board. The
detailed process of annual evaluation of the performance of the Board, its chairperson,
its committees and of individual Directors has been made available in the Corporate
Governance Report forming an integral part of this
Board's Report.
MAINTAINANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the Central
Government under subsection (1) of section 148 of the Companies Act, 2013.
COMMITTEES OF THE BOARD
The Board of Directors have constituted the following committees,
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
DISCLOSURE OF COMPOSITIONOF COMMITTEES:
a. Audit Committee comprises of following members
| Mr. Nirav Shah |
Chairman |
| Mr.Ramesh Dadhia |
Member |
| Mr. Bhavesh Dadhia |
Member |
b. Nomination and Remuneration Committee comprises of following members:
| Mr. Nirav Shah |
Chairman |
| Mrs. Sheetal Dadhia |
Member |
| Mr. Bhavesh Dadhia |
Member |
c. Stakeholders Relationship Committee comprises of following members:
| Mr. Nirav Shah |
Chairman |
| Mr.Ramesh Dadhia |
Member |
| Mr. Bhavesh Dadhia |
Member |
MEETING OF COMMITTEES OF BOARD
|
(i) 30th May, 2024 |
|
(ii) 14th August, 2024 |
| AUDIT COMMITTEE |
(iii) 14th November, 2024 |
|
(iv) 14th February, 2025 |
| NOMINATION AND REMUNERATION COMMITTEE |
(i) 1st July, 2024 |
| STAKEHOLDER RELATIONSHIP COMMITTEE |
(i) 14th February, 2025 |
| INDEPENDENT DIRECTOR'S MEETING |
(i) 14th February, 2025 |
DIRECTOR'S RESPONSIBILITY STATEMENT
In accordance with the provisions of sub-section (5) of section 134 of the Companies
Act, 2013 the Board hereby state that-
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
counting 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.
CORPORATE GOVERNANCE REPORT
As per Regulation 15(2) of SEBI Listing Regulations compliance with the Corporate
Governance provisions as specified in regulation 17 to 27 and clause (b) to (i) [and (t)]
of sub-regulation (2) of regulation 46 and Para C, D, and E of Schedule V shall not apply
to the Company having Paid up Equity Share Capital not exceeding Rs. 10 Crore and Net
Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year. The
Company is covered under the exception given under Regulation 15(2) of SEBI Listing
Regulations therefore Company is not required to comply with the said provisions.
DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT
Commitment to ethical and professional conduct is fundamental for all employees of the
Company, including the Board of Directors and Senior Management Personnel. This Code of
Conduct is designed to provide a framework for ethical decision-making and to guide
professional behaviour across all levels of the organization.
The Code emphasizes that every individual must be fully aware of, and comply with,
applicable laws and regulations, uphold the highest standards of integrity, express
professional opinions responsibly, and maintain corporate discipline at all times.
Furthermore, the duties and responsibilities of Directors, including those prescribed for
Independent Directors under the Companies Act, 2013, are an integral part of this Code.
All members of the Board and Senior Management Personnel are required to affirm their
compliance with the Code of Conduct on an annual basis.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis pursuant to Part B of Schedule V of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 is attached herewith as Annexure-III and forms part of the Annual Report.
ACKNOWLEDGEMENTS
Your directors would like to express their sincere appreciation to its Members,
financial institutions, bankers and business associates, Government authorities, customers
and vendors for their co- operation and support and looks forward to their continued
support in future. Your directors also place on record, their deep sense of appreciation
for the committed services by the employees of the Company.
On Behalf of the Board of Directors
For Synthiko Foils Limited
| Sd/- |
Sd/- |
| Abhishek Narbaria |
Umesh Kumar Sahay |
| Managing Director |
Director |
| (DIN: 01873087) |
(DIN: 01733060) |
| Date: September 4, 2025 |
|
| Place: Pune |
|
|