Directors Report of Suncity Synthetics Ltd.

Mar 31, 2025

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

1. FINANCIAL RESULTS:

The financial results ofthe Company for the year ended 31^st March, 2025 is summarized below:

PARTICULARS	2024-25 (Rs.]	2023-24 (Rs.}
Revenue from operations	116.93	200.10
Other Income	1.15	16.21
Total Income	118.08	216.31
Total expenses	165.77	239.56
Profit/(Loss) before Exceptional Item and Tax	(47.69]	(23.25}
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 COMPANY''S 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. NATURE OF 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^th
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 Hon’ble 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.

7. DIVIDEND:

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

8. 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 ofthe Companies Act, 2013 during the financial year 2024¬

25.

9. 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 not accepted any deposits within the meaning of Section 73 ofthe 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:

• Industry Structure & Developments

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

• 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.

• Risks & Concerns

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

• 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.suncitvsvntheticsltd.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 Company''s 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 RESOIJRCES/INDUSTRIAL RELATIONS FRONT:

Training on all sectors is given to its employees periodically and 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 fPREVENTION.
PROHIBITION AND REDRESSALI 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 Company''s 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:

SI. 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 THF MATERNITY BFNKFIT 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 IOINTVENTURE 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 31^st 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 2024	Managing Director

Company Secretary, CEO & Chief Financial Officer:

Vidhi Bafna	Company Secretary and Compliance Officer
Suresh Dhanraj Kawarjain	Chief Financial Officer
Mridula Agarwal (Resignation w. e. f 31st August, 2024)	Company Secretary and 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 31^st 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 Company''s 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 shareholder and 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 14^th February, 2025 as per schedule
IV 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 is available
on the website of the Company at www.suncitysyntheticsltd.com.

29. 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 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 Board’s 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 31^st 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-fmancial 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 Audit in
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 COMPANY''S
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 SOCIAI, 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. In the 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 SEB1

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

42. MAINTAINANCE OF COST RRCORDS:

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 Company’s 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 WHIEE TAKING I,PAN 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.

43.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 217f 11 COMPANIES
fDISCLOSURE 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. In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year) -

• The details of technology imported: N.A.

• The year of import: N.A.

• 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 Board’s 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.

Date: 21/06/2025
Place:Surat

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

---

Mar 31, 2024

Your directors present Annual report on the business and operations of the company to gather with Audited
Statement of Accounts of the company for the year ending 31^st March 2024.

The particulars pursuant to sub section 3 of section 134 of the companies act, 2013 are given below.

a) The web address, if any, where annual return referred to in sub-section (3) of section 92 has
been placed:

The Annual Return of the company as on 31^st March, 2024 is available on the Company''s website on
www.suncitysyntheticsltd.in

b) Number of meetings of the Board:

During the year 2023-24, 6 meetings of Board of Directors were held during the year.

SR.NO.	DATE OF BOARD MEETING
1	30-05-2023
2	05-08-2023
3	14-08-2023
4	29-08-2023
5	10-11-2023
6	14-02-2024

c) Director''s Responsibility Statements:

The director''s state that:

i) In the preparation of annual accounts for the financial year ended 31^st March 2024, the
applicable accounting standards had been followed along with proper explanation relating to
material departures;

ii) 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 as at 31^st March and of the profit/loss of the company for that
period;

iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;

iv) The director had prepared the annual accounts on a going concern basis;

v) The director had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

vi) The director had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

ca) Details of frauds reported by auditors under sub-section (12) of section 143 other than those

which are reportable to the central government.

Auditor has not reported any fraud under sub-section (12) of section 143 of The Companies Act,

2013.

cb) CHANGE OF MANAGEMENT OF THE COMPANY:

The Management of the company recently changed by way of Regulation 3 & 4 of Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The
Merchant Banker has filed their report about the Completion of the Open Offer process under
regulation 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011 on 13^th August, 2024.

Now the Management control of the company will be vested upon the Promoter Mrs. Sumita Mishra.
She will be exploring all the steps to restructure the Capital and necessary infusion of funds in due
course. The Open Offer was made by the Acquirer Mrs. Sumita Mishra to the public shareholders of
the Company, in compliance with Regulations 3(1) and 4 of SEBI (SAST) Regulations for substantial
acquisition of equity shares/ voting rights, accompanied with a change in management control of the
Target Company was completed on 13-08-2024.

d) A Statement on Declaration given by Independent Directors under sub-section (6) of section
149.

The independent Directors have submitted declaration pursuant to Section 149(7) confirming that
he meets the criteria of independence pursuant to section 149(6). The statement has been noted by
Board of Directors.

e) If Company covered under sub-section (1) of section 178, company''s policy on directors''
appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of director and other matter provided under sub-section (3) of
section 178.

The Board has on the recommendation of the Nomination and Remuneration Committee framed a
policy for selection and appointment of director and key managerial personal and their
remuneration. The policy is disclosed at “Annexure A” in pursuance of provision to section 178(3) of
the companies Act 2013.

The Company does not pay any remuneration to the Non-Executive/Independent Directors of the
company other than sitting fees for attending the meeting of the Board/Committee. Remuneration to
the Whole Time Director/Managing Director is governed by the relevant provisions of the
Companies Act, 2013.

f) Explanations or comments by the board on every qualification, reservation or adverse
remark or disclaimer made by the auditor in his report / by the company secretary in practice
in his secretarial audit report.

The statutory auditors have not made any qualifications, reservations or adverse remarks or
disclaimer in the report and no explanation or comments by the board is required.

The Secretarial Audit Report pursuant to Section 204 of the Companies Act, 2013 in prescribed Form
MR-3 is attached to as “Annexure B” to this Report. The Company has taken note of Qualification,
Reservation etc in the Said report and shall make arrangement for necessary compliance in future.

g) Particulars of loans, guarantees or investments under section 186 of Companies act, 2013

Company has not during the year under review (a) given any loan to any person or other body
corporate (b) Given any guarantee or provide security in connection with a loan to any other body
corporate or person; and (c) Acquired by way of subscription, purchase or otherwise, the securities

of any other body corporate, Exceeding sixty per cent of its paid-up share capital, free reserves and
securities premium account or one hundred per cent of its free reserves and securities premium
account, whichever is more and hence the particulars are not required to be included in this report.

h) Particulars of contracts or arrangements with related parties referred to in sub-section (1) of
section 188 in the prescribed form (Form AOC-2)

Company has not entered into transactions referred to in section 188(1) of The Companies Act, 2013
with any related party and as such no particulars in form AOC-2 are required to be attached to this
report.

i) The state of Company''s affairs

There is no Material change in the state of affairs of the company particularly nature of business
being carried out.

The Revenue from operations of the company in the year 2022-23 was Rs. 4,63,39,962/- and in the
year 2023-24 the Revenue is Rs. 2,00,10,071/-. In the year 2022-23 the company had a Loss of Rs.
12,22,297/- whereas in the year 2023-24 Company has a Profit of Rs. 12,85,636/-.

The Company has not issued any share capital or Debentures during the year. There is no change in
the status of the company or the accounting year.

j) The amount, if any, which it proposes to carry to any reserves

The Directors do not proposes to carry any amount to reserves.

k) The amount, if any, which it recommends should be paid by way of dividend

The Directors do not recommend any amount to be paid by way of dividend.

l) Material Changes and commitments, if any, Affecting the Financial Position of the Company
which have occurred between the Ends of the financial year of the company to which the
financial statements relate and the date of the report.

There are no material changes and/or commitments affecting financial position of the Company
occurred after end of financial year till date of this report.

m) The Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo in
such manner as may be prescribed.

Information and details pursuant to Rule 8(3) of the companies (Accounts) Rules, 2014 with respect
to above is given below.

(A) CONSERVATION OF ENERGY-

i) The steps taken or impact on conservation of energy: NIL

ii) The steps taken by the company for utilizing alternate sources of energy: NIL

iii) The capital investment on energy conservation equipments: NIL

(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 case of imported technology (imported during the last three years reckoned from the
beginning of the financial year)-

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 and

iv)The expenditure incurred on Research and Development: NIL

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO-

Foreign Exchange earned (actual inflows during the year): NIL
Foreign Exchange outgo (actual outflows): NIL

n) A statement including development and implementation of a Risk Management Policy for the
company including identification therein of elements of risk, if any, which in the opinion of
the board may threaten the existence of the company;

The Directors do not foresee any risk that may threaten the existence of the company in normal
course. The Directors proposes to develop and implement specific Risk Management Policy on
identification of any risk.

o) The details about the policy developed and implemented by the company on corporate social
responsibility initiatives taken during the year;

Since the net worth of the company is below Five Hundred crores, Turnover of the company is below
one thousand crores, Net Profit of the company is below five crores. The provision of Section 135 of
The Companies Act, 2013 is not applicable to the company and hence the company is not required
undertake any corporate Social Responsibility (CSR) initiatives.

p) In case of a listed company and every other public company having such paid-up share capital
as may be prescribed, a statement indicating the manner in which formal annual evaluation
has been made by the Board of its own performance and that of its committees and individual
directors:

Pursuant to provision of the Companies Act, 2013 the board has carried out the annual performance
evaluation of its own performance as well as the evaluation of the Audit Committee and Nomination
& Remuneration Committee.

The chairman of Board of directors and the chairman of Nomination & remuneration Committee met
all the directors individually to get an overview of the functioning of the board and its constituents
inter alia on the following board criteria i.e. attendance and level of participation, independence of
judgment exercised by independent directors, interpersonal relationship etc.

Based on the valuable inputs received, the directors are encouraged for effective role in company''s
management.

q) Such other matters as may be prescribed.

(Pursuant to Rule 8(5) of The Companies (Accounts) Rules, 2014)

i) The Financial summary or highlights

The summary of financial Results (standalone) for the year under review is as under:-

Particulars	As on 31/03/2024	As on 31/03/2023
Turnover and other income	21631777	50126985
Financial Costs	2188149	2694755
Depreciation and Amortization Expenses	2174744	3290609

Profit Before Exceptional and Tax	(2323760)	(554211)
Profit /Loss(-) After Tax for the year	1285636	1222297

ii) The Change in the nature of business, if any:

There is no Material change in nature of business of the company.

iii) The Details of Directors or key managerial personnel who were appointed or have
resigned during the year:

Details of changes in Key Managerial personnel during the year are as under:-

Sr. No.	Name	Designation	Appointment Date
NIL

*The Board re-constituted its Board on 31^st August 2024.

Name	Designation	Appointment/Cessation/Change in Designation	Date
Ramesh Chandra Mishra	Director	Appointment (Additional Director)	31/08/2024
Nitin Arvind Oza	Director	Appointment (Additional Director)	31/08/2024
Sumita Mishra	Director	Appointment (Additional Director - Managing Director)	31/08/2024
Sanghamitra Sarangi	Director	Appointment (Additional Director)	31/08/2024
Vidhi Rakhecha	Company Secretary	Appointment	31/08/2024
Poonam Jain	Whole-Time Director	Cessation	31/08/2024
Rachana Akshay Katariya	Director	Cessation	31/08/2024
Dungar Ram Mali	Director	Cessation	31/08/2024
Deepak Sharma	Director	Cessation	31/08/2024
Mridula Agarwal	Company Secretary	Cessation	30/08/2024

(iiia) 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:

No Independent director was appointed in the company during the year.

iv) The names of companies which have become or ceased to be its Subsidiaries, joint
ventures or associate companies during the year;

No company has become or ceases to be subsidiary, joint venture or associate company.

v) The details relating to deposits, covered under Chapter V of the Act,-

(a) Accepted during the year: NIL

(b) Remained unpaid or unclaimed as at the end of the year: NIL

(c) Whether there has been any default in repayment of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount involved-

(i) At the beginning of the year: Not Applicable

(ii) Maximum during the year: Not Applicable

(iii) At the end of the year: Not Applicable

vi) The details of deposits which are not in compliance with the requirements of Chapter V of
the Act: NIL

vii) The details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company''s operations in future: NIL

viii) The details in respect of adequacy of internal financial controls with reference to the
Financial Statements:

The company has in place adequate internal financial controls with reference to financial
statements. Periodic audits are undertaken on continuous basis covering all major operation.
During the year no Reportable Material weakness in the operation was observed.

ix) A disclosure, as to whether maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013, is required
by the Company and accordingly such accounts and records are made and maintained.
Company is not required to maintain the cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013.

x) A statement that the company has complied with provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment 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 workplace and has duly constituted an Internal Complaints Committee in line with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

Disclosures under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Sr. No.	Requirement under Rule 5(1)	Details
(i)	The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year.	Smt Poonam Jain and Shri Suresh Dhanraj Kawarjain to Employees 41.17%:58.83%
(ii)	The percentage increase in remuneration of each director, chief financial officer, Chief Executive officer, Company Secretary or manager in the financial year.	There is No increase in remuneration
(iii)	The percentage increase in the median remuneration of employees in the financial year	No increase
(iv)	Number of permanent employees on the rolls of the company as on 31st March, 2024.	5
(v)	Average percentile increase already made in the salaries of the employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	There is no increase in Managerial Remuneration and hence details Not Applicable.
(vi)	Affirmation that the remuneration is as per the remuneration policy of the company.	The company affirms remuneration is a per the remuneration policy of the company.

No Employee of the company has been paid Remuneration in excess of limits laid down in rule 5(2) of the
companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence statement
showing details thereof is not applicable.

Audit Committee:

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act,
2013. The Audit committee comprises of 3 directors namely Shri Deepak Sharma, Smt. Rachana Jain and Mr.
Suresh Kawar Jain. Shri Deepak Sharma is the Chairman of the Audit Committee. During the year there was
no instance where the board had not accepted the Recommendation of Audit Committee.

Vigil Mechanism/Whistle Blower Policy:

Pursuant to section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of
Board and its Power) Rules, 2014, the Board of Director has adopted vigil mechanism in the form of Whistle
Blower Policy through which, its Directors, Employees and Stakeholders can report their genuine concerns
about unethical behaviors, actual or suspected fraud or violation of the Company''s code of conduct or ethics
policy.

It is the Company''s Policy to ensure that no employee is victimised or harassed for bringing such incidents to
the attention of the Company. The practice of the Whistleblower Policy is overseen by the Audit Committee
of the Board and no employee has been denied access to the Committee. The said policy provides for
adequate safeguards against victimization and also direct access to the higher levels of supervisors.

Shri Deepak Sharma, the Chairman of the Audit Committee can be contacted to report any
suspected/confirmed incident of fraud/misconduct on:

Email: [e-mail]
Contact no.: 099833-29877

Your Company hereby affirms that no director/employee has been denied access to the Chairman of the
Audit Committee and that no complaints were received during the year.

The Board of Directors place on records the services of all stakeholders and associates who have co¬
operated in the working of the Company

By Order of the Board
For Suncity Synthetics Limited

Place: Surat

Date: 31/08/2024 Sd/-

Suresh Dhanraj Kawarjain
(DIN:00337493)
Managing Director

---

Mar 31, 2015

Dear Members,

The directors have pleasure in presenting their Twenty seventh annual report and the audited statement of accounts for the year ended on 31st March, 2015 together with the auditors report thereon.

FINANCIAL RESULTS

The summarized financial results for year end 31st March 2015 are as under

Amount in Rs.

Particulars 2014-15 2013-14

Total Revenue (Including other income) 445786527 379411937

Gross Profit before Interest and depreciation 33706899 30322448

Less : Interest 17791372 13397298

Less : depreciation 20345142 11783267

Profit/loss before tax -4429615 5141883

Less: provision for tax including deferred tax (4201889) 2821488

Add: Surplus -227726 2348310

DIVIDEND

Since the company does not have profits for year hence

The directors do not recommend any dividend for the year ended 31st March 2015.

COMPANY PERFORMANCE

The company continues to operate in Plastics business mainly production of Polyester staple fiber and nylon granules. The sales for year has increased from Rs. 37,94,11,397/- to Rs.44,57,86,527/-. But net loss of Rs. 222726/- due to change in depreciation rates as per guideline of institute of chartered accountant of India.

BOARD OF DIRECTORS:

Mr. Suresh Kawar Jain Managing Director retires by rotation and is eligible for being reappointment as directors. The independent directors are proposed to be appointed for five years in terms of provisions of the Companies Act 2013. The particular of directors whose appointment is to be considered is given as annexure to notice.

AUDITORS:

M/s. N. Kumbhat & Co., Chartered Accountants, retire at this Annual General Meeting and being eligible offer themselves for reappointment. Your Company has received a letter from them to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. The Board of directors commends their reappointment.

FIXED DEPOSITS:

Your Company has not accepted any deposits from public.

CORPORATE GOVERNANCE:

Certificate of the statutory auditors regarding compliance of the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with stock exchange, is enclosed.

STATUTORY INFORMATION:

(i) Information under section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:-

A. CONSERVATION OF ENERGY

a) Energy conversation measures taken: None at present

b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy: There are no proposals.

c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Does not arise.

d) Total energy consumption and energy consumption per unit of production as per Form"A" to annexure in respect of industries specified in the schedule thereto

A. Power and fuel consumption 2014-15 2013-14

(a) Electricity Purchased 3688432 3047412

Units(KWH)

Total amount Rs.in lacs 2369.70 1953.11

Rate/Unit (Rs.) 6.42 6.41

Own Generation

Units (KWH) 16650 27168

Units per liter of diesel oil 3.8 3.6

Rate/unit (Rs.) 17.55 21.75

B. TECHNOLOGY ABSORPTION

Form B

Research & Development (R & D)

1. Specific area in which R & D carried by the company: None at Present

2. Benefits derived as a result of the above R & D: Does not arise.

3. Future plan of action: At present it is not under consideration

4. Expenditure on R & D: Nil

Technology absorption, adaptation and innovation:

1. Efforts being made towards technology absorption, adaptation and innovation: None

2. Benefits derived as a result of the above efforts e.g. Product improvement cost, reduction, product development, import substitution etc. : None

3. Imported technology: Not applicable as technology has not been imported.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

Earning: Rs.Nil Outgo : Rs.129.49 lacs

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975 AS AMENDED UP TO DATE :

The company do not have any employee drawing salary in excess of limits prescribed under section 217 (2a) of the companies act, 1956 read with the companies (particulars of employees) rules 1975 the particulars should be treated as nil

DIRECTORS' RESPONSIBILITY STATEMENT.

Your Directors confirm that:

(i) In the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) 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 financial year and of the loss of the company for the year.

(iii) The Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

(iv) The Directors had prepared the accounts on going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations continued to be cordial during the year under review.

ACKNOWLEDGMENT:

The Directors express their sincere thanks to the employees, customers, suppliers, company's bankers and members of the company for their continued support.

For & On Behalf of the Board of Directors Place : Surat Date : 05/08/2015 Chairman

---

Mar 31, 2014

The Members

The directors have pleasure in presenting their Twenty Sixth annual report and the audited statement of accounts for the year ended on 31st March, 2014 together with the auditors report thereon.

FINANCIAL RESULTS

The summarized financial results for year end 31st March 2014 are as under

Amount in Rupees

Particulars 2013-14 2012-13

Total Revenue (Including other income) 379411937 81913976

Gross Profitbefore Interest and depreciation 30322448 13085115

Less: Interest 13397298 3684566

Less: depreciation 11783267 6124546

Profit/loss before tax 5141883 3276003

Less: provision fortax including deferred tax 2821488 1667502

Add: Surplus 2348310 1608501

DIVIDEND

With a view of plough back profits for working of company the directors do not recommend any dividend for the year ended31st March 2014.

COMPANY PERFORMANCE

The company continues to operate in Plastics business mainly production of nylon and polyester chips. The sales for year has increased form Rs. Rs.8,19,13,976/-to Rs.37,94,11,397/- due to efforts of management and the profits have also increased for Rs.16,08,501/- to Rs.23,48,410/-.

MANAGEMENT DISCUSSION AND ANALYSIS.

(a) Industry Structure and Developments Company is engaged in business of nylon/polyester chips/ Fibre manufacture

(b) Opportunities and 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.

(c) Segmentwise or productwise Proformance Company operates in single segment and segment wise reporting is not applicable.

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

(e) Risks & ConcernsCompany do not foresee any such risk in near future, which will hamper the activities.

(f) Internal control systems and their adequacy:- Company is in the process of implementing various softwares for better control.

(g) Human Resources Management Initiatives:- The management is keenly interested this field. All the efforts are made to rationalize its manpower and make effective use of the same.

BOARD OF DIRECTORS:

Mr. Suresh Kawar Jain Managing Director retires by rotation and is eligible for being reappointment as directors. The independent directors are proposed to be appointed for five years in terms of provisions of the Companies Act 2013. The particulars of directors whose appointment is to be considered is given as annexure to notice.

AUDITORS:

M/s. N. Kumbhat&Co., Chartered Accountants, retire at this Annual General Meeting and being eligible offer themselves for reappointment. Your Company has received a letter from them to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. The Board of directors commend their reappointment.

FIXED DEPOSITS:

Your Company has not accepted any deposits from public.

CORPORATE GOVERNANCE:

Certificate of the statutory auditors regarding compliance of the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with stock exchange, is enclosed..

STATUTORY INFORMATION:

(i) Information under section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:-

A. CONSERVATION OF ENERGY

a) Energy conversation measures taken: None at present

b) Additional investment and proposals, if any, being implemented for reduction of consumption of energy: There are no proposals.

c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Does not arise.

d) Total energy consumption and energy consumption per unit of production as per Form''A" to annexure in respect of industries specified in the schedule thereto

A. Powerand fuel consumption 2013-14 2012-13

(a) Electricity Purchased 3047412 507722 Units(KWH)

Total amount Rs.in lacs 1953.11 40.06

Rate/Unit(Rs.) 6.41 7.88

Own Generation

Units (KWH) 27168 19665

Units per liter of diesel oil 3.6 4.10

Rate/unit(Rs.) 21.75 12.5

B. TECHNOLOGY ABSORPTION Form B

Research & Development (R & D)

Specific area in which R & D carried by the company: None at Present Benefits derived as a result of the above R & D: Does not arise.

Future plan of action: At present it is not under consideration Expenditure on R & D: Nil

Technology absorption, adaptation and innovation:

Efforts being made towards technology absorption, adaptation and innovation: None

Benefits derived as a result of the above efforts e.g. Product improvement cost, reduction, product development, import substitution etc.: None

Imported technology: Not applicable as technology has not been imported.

C. FOREIGN EXCHANGE EARNING AND OUTGO: Earning: Rs.Nil Outgo: Rs.24.66 lacs

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975 AS AMENDED UPTO DATE :

The company do not have any employee drawing salary in excess of limits prescribed under section 217 (2a) of the companies act, 1956 read with the companies (particulars of employees) rules 1975 the particulars should be treated as nil

DIRECTORS'' RESPONSIBILITY STATEMENT.

Your Directors confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) 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 offinancial yearand of the loss of the company forthe year.

(iii) the Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

(iv) the Directors had prepared the accounts on going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations continued to be cordial during the year under review.

ACKNOWLEDGMENT:

The Directors express their sincere thanks to the employees, customers, suppliers, company''s bankers and members of the company for their continued support.

Place : Surat Date : 02/09/2014 For & On Behalfofthe Board of Directors

---

Mar 31, 2013

To , The Members

The directors have pleasure in presenting their Twenty Fifth annual report and the audited statement of accounts for the year ended on 31st March, 2013 together with the auditor''s report thereon.

FINANCIAL RESULTS

The summarized financial results for yearend 31st March 2013 are as under

Amount in Rs.

Particulars 2012-13 2011-12

Revenue from operations 84337335 100463528

Other Income 536641 1649991

Financial Costs 3684566 302265

Depreciation 6124546 4792794

Profit before tax 3276003 6974809

Less: provision for tax including deferred tax 1667502 696576

Add: Surplus 1608501 6278233

REVIEW OF OPERATIONS:

During the year there is a marginal increase in operating profits however higher interest and depreciation costs have brought down the profits for Rs.69,74,809/- in year 31.03.2012 to Rs. 16,67,502/- in current financial year. . The company has made addition of Rs.11, 78, 39,901/- in fixed assets during the year including investment of Rs.8,82,38,720/- in plant and machinery. The benefits of investments shall accrue in coming years.

DIVIDEND

With a view of plough back profits for working of company the directors do not recommend any dividend for the year ended31st March 2011.

COMPANY PERFORMANCE

The company continues to operate in Plastics RECYCLING business mainly production of nylon chips and polyester fibre. However the availability of nylon wastes the principal raw materials is main constraint for increased volumes. The company is proposing diversifying in other products to ensure sustainability.

MANAGEMENT DISCUSSION AND ANALYSIS.

(a) Industry Structure and Developments :- Company is engaged in business of Recycling of nylon/polyester waste .

(b) Opportunities and 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 .

(c) Segmentwise or productwise Proformance :- Company operates in single segment and segment wise reporting is not applicable.

(d) Outlook :- The Company shall continue to explore its policy of expansion based on availability of resources and opportunity .

(e) Risks & Concerns :- Company do not foresee any such risk in near future, which will hamper the activities.

(f) Internal control systems and their adequacy :- Company is in the process of implementing various softwares for better control.

(g) Human Resources Mamagement Initiatives:- The management is keenly interested this field. All the efforts are made to rationalize its manpower and make effective use of the same.

BOARD OF DIRECTORS:

M.s Poonam Jain and Madan ji Kothari retire by rotation at ensuing Annual general meeting. They are eligible for reappointment. However Mr. Madanraj Jain has not offered himself for reappointment and hence directos have recommended appointment of Mr .Deepak Sharma s/o Poonam chand Sharma as an Independent director and Board of directors also recommends the reappointment of Mrs. Poonam Jain.

AUDITORS :

M/s. N. Kumbhat & Co., Chartered Accountants, retire at this Annual General Meeting and being eligible offer themselves for reappointment. Your Company has received a letter from them to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. The Board of directors commends their reappointment.

FIXED DEPOSITS:

Your Company has not accepted any deposits from public.

CORPORATE GOVERNANCE:

Certificate of the statutory auditors regarding compliance of the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with stock exchange, is enclosed..

STATUTORY INFORMATION:

(i) Information under section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:-

A. CONSERVATION OF ENERGY

Energy conversation measures taken: None at present

Additional investment and proposals, if any, being implemented for reduction of consumption of energy: There are no proposals.

Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Does not arise.

Total energy consumption and energy consumption per unit of production as per Form”A” to annexure in respect of industries specified in the schedule thereto

B. TECHNOLOGY ABSORPTION

Form B

Research & Development (R & D)

Specific area in which R & D carried by the company: None at Present Benefits derived as a result of the above R & D: Does not arise. Future plan of action: At present it is not under consideration Expenditure on R & D: Nil

Technology absorption, adaptation and innovation:

Efforts being made towards technology absorption, adaptation and innovation: None

Benefits derived as a result of the above efforts e.g. Product improvement cost, reduction, product development, import substitution etc. : None Imported technology: Not applicable as technology has not been imported.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

Earning: Rs.Nil Outgo : Rs 37711047/-

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975 AS AMENDED UP TO DATE :

The company do not have any employee drawing salary in excess of limits prescribed under section 217 (2a) of the companies act, 1956 read with the companies (particulars of employees) rules 1975 the particulars should be treated as nil

DIRECTORS'' RESPONSIBILITY STATEMENT.

Your Directors confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) 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 financial year and of the loss of the company for the year.

(iii) the Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

(iv) the Directors had prepared the accounts on going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations continued to be cordial during the year under review.

ACKNOWLEDGMENT:

The Directors express their sincere thanks to the employees, customers, suppliers, company''s bankers and members of the company for their continued support.

Place : Surat

Date : 27.05.2013 For & On Behalf of the Board of Directors

Chairman

---

Mar 31, 2012

To, The Members

The directors have pleasure in presenting their Twenty Fourth annual report and the audited statement of accounts for the year ended on 31st March, 2012 together with the auditors report thereon.

FINANCIAL RESULTS

The summarised financial results for year end 31st March 2012 are as under

Rupees in lacs

Particulars 2011-12 2010-11

Total revenue 1004,63 1086.24

Gross Profit before Interest and depreciation 121.84 140.13

Less: Interest 3.02 0.36

Less: depreciation 47.93 45.27

Less: Loss on sale of Fixed Assets 1.15 0.00

Profit/loss before tax 69.74 94.50

Less: provision for tax including deferred tax 6.96 53.60

Add: Surplus 62.78 40.89

DIVIDEND

With a view of plough back profits for working of company the directors do not recommend any dividend for the year ended 31st March 2012.

COMPANY PERFORMANCE

The company continues to operate in Plastics business mainly production of nylon and polyester chips. The sales for the year were Rs. 1004.63 Lacs as compared to Rs. 1086.24 Lacs in previous year which shows nominal decline. The profits however has increased form Rs.40.89 lacs in previous year to Rs.62.78 lacs in current year.

AUDITORS:

M/s. N. Kumbhat & Co., Chartered Accountants, retire at this Annual General Meeting and being eligible offer themselves for reappointment. Your Company has received a ietterfrom them to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224(1 B) of the Companies Act, 1956. The Board of directors commends their reappointment. FIXED DEPOSITS:

Your Company has not accepted any deposits from public.

CORPORATE GOVERNANCE:

Certificate of the statutory auditors regarding compliance of the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with stock exchange, is enclosed..

STATUTORY INFORMATION:

(i) Information under section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:-

A. CONSERVATION OF ENERGY

Energy conversation measures taken: None at present

Additional investment and proposals, if any, being implemented for reduction of consumption of energy: There are no proposals.

Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

Does not arise.

Total energy consumption and energy consumption per unit of production as per Form''A" to annexure in respect of industries specified in the schedule thereto

B. TECHNOLOGY ABSORPTION

Form B

Research & Development (R & D)

1 Specific area in which R&D carried by the company: None at Present

2 Benefits derived as a result of the above R&D: Does not arise.

3 Future plan of action: At present it is not under consideration

4. Expenditure on R & D: Nil

Technology absorption, adaptation and innovation:

1. Efforts being made towards technology absorption, adaptation and innovation: None

2. Benefits derived as a result of the above efforts e.g. Product improvement cost, reduction, product development, import substitution etc. : None

3. Imported technology: Not applicable as technology has not been imported.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

Earning: Rs. Nil

Outgo: Rs. 144.10 Lac

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975 AS AMENDED UP TO DATE :

The company do not have any employee drawing salary in excess of limits prescribed under section 217 (2a) of the companies act, 1956 read with the companies (particulars of employees) rules 1975 the particulars should be treated as nil

DIRECTORS'' RESPONSIBILITY STATEMENT.

Your Directors confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) the Directors had selected such accounting policies and applied them consistently and madejudgments 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 financial year and of the loss of the company for the year.

(iii) the Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the CompaniesAct, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

(iv) the Directors had prepared the accounts on going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations continued to be cordial during the year under review.

ACKNOWLEDGMENT:

The Directors express their sincere thanks to the employees, customers, suppliers, company''s bankers and members of the company for their continued support.

Place : Surat

Date : 28.08.2012 For & On Behalf of the Board of Directors

Chairman

---

Mar 31, 2011

The Members

The directors have pleasure in presenting their Twenty second annual report and the audited statement of accounts for the year ended on 31st March, 2011 together with the auditors report thereon.

FINANCIAL RESULTS

The summarized financial results for year end 31st March 2011 are as under

Rupees in lacs

Particulars 2010-11 2009-10

Sales and services 1086.24 535.62

Gross Profit before Interest and 140.13 67.08 depreciation

Less : Interest 0.36 3.06

Less : depreciation 45.27 44.52

Profit/loss before tax 94.50 19.50

Less: provision for tax including 53.60 -1.40 deferred tax

Add: Surplus 40.89 20.90

DIVIDEND

With a view of plough back profits for working of company the directors do not recommend any dividend for the year ended31st March 2011.

COMPANY PERFORMANCE

The company continues to operate in Plastics business mainly production of nylon and polyester chips. The company's sales have doubled this year as it has increased form Rs.535.62 lacs to Rs.1086.24 lacs and company has earned profit of Rs.53.60 lacs after depreciation and interest but before provision of Tax.

MANAGEMENT DISCUSSION AND ANALYSIS.

(A) Industry Structure and Developments :- Company is engaged in business of nylon/polyester chips manufacture

(b) Opportunities and 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 .

(c) Segment-wise or product-wise Performance :- Company operates in single segment and segment wise reporting is not applicable.

(d) Outlook :- The Company shall continue to explore its policy of expansion/diversification based on availability of resources and opportunity The company is planning to enter into manufacturing business of Polyester staple fibre from Pet bottles.

(e) Risks & Concerns :- Company do not foresee any such risk in near future, which will hamper the activities.

(f) Internal control systems and their adequacy :- Company is in the process of implementing various software for better control.

(g) Human Resources Management Initiatives:- The management is keenly interested this field. All the efforts are made to rationalize its manpower and make effective use of the same.

BOARD OF DIRECTORS:

M.s Poonam Jain was appointed as additional director during the year. It is proposed to appoint her as director in forthcoming Annual General Meeting. Mr. Suresh Jain retires by rotation and is eligible for being reappointment as directors.

AUDITORS :

M/s. N. Kumbhat & Co., Chartered Accountants, retire at this Annual General Meeting and being eligible offer themselves for reappointment. Your Company has received a letter from them to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. The Board of directors commend their reappointment.

FIXED DEPOSITS :

Your Company has not accepted any deposits from public.

CORPORATE GOVERNANCE :

Certificate of the statutory auditors regarding compliance of the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with stock exchange, is enclosed..

STATUTORY INFORMATION :

(i) Information under section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:-

B. TECHNOLOGY ABSORPTION Form B Research & Development (R & D)

Specific area in which R & D carried by the company: None at Present Benefits derived as a result of the above R & D: Does not arise. Future plan of action: At present it is not under consideration Expenditure on R & D: Nil

Technology absorption, adaptation and innovation:

Efforts being made towards technology absorption, adaptation and innovation: None

Benefits derived as a result of the above efforts e.g. Product improvement cost, reduction, product development,

import substitution etc. : None

Imported technology : Not applicable as technology has not been imported.

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975 AS AMENDED UP TO DATE :

The company do not have any employee drawing salary in excess of limits prescribed under section 217 (2a) of the companies act, 1956 read with the companies (particulars of employees) rules 1975 the particulars should be treated as nil

DIRECTORS' RESPONSIBILITY STATEMENT.

Your Directors confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimatesthat 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 financialyear and of the loss of the company for the year.

(iii) the Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

(iv) the Directors had prepared the accounts on going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations continued to be cordial during the year under review.

ACKNOWLEDGMENT:

The Directors express their sincere thanks to the employees, customers, suppliers, company's bankers and members of the company for their continued support.

For & On Behalf of the Board of Directors Chairman Place : Surat Date : 30.06.2011

---

Mar 31, 2010

The directors have pleasure in presenting their Twenty Second annual report and the audited statement of accounts for the year ended on 31st March, 2010 together with the auditors report thereon.

FINANCIAL RESULTS

The summarized financial results for year end 31st March 2010 are as under

Rupees in lacs

Particulars 2009-10 2008-09

Sates and services 535.62 743.97

Gross Profit before Interest and depreciation 66.84 -93.65

Less: Interest 2.81 10.59

Less: depreciation 44.52 43.45

Profit/loss before tax 19.51 -147.69

Less: provision for tax including deferred tax -1.39 -50.13

Add: Surplus 20.90 -97.56

DIVIDEND

With a view of inadequate profits the directors do not recommend any dividend for the year ended 31st March 2010.

COMPANY PERFORMANCE

The company continues to operate in Plastics business mainly production of nylon and polyester chips. The sales have decreased to Rs.53562041.00 form previous year sales of Rs.74397262.00 due to lack of demand. The company however earned profit of Rs.19.50 lacs against loss during last year. The directors are making before to increase profitability.

MANAGEMENT DISCUSSION AND ANALYSIS.

(a) Industry Structure and Developments :- Company is engaged in business of nylon/polyester chips manufacture

(b) Opportunities and 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.

(c) Segment-wise or product-wise Performance :- Company operates in single segment and segment wise reporting is not applicable.

(d) Outlook :- The Company shall continue to explore its policy of expansion based on availability of resources and opportunity.

(e) Risks & Concerns:- Company do not foresee any such risk in near future, which will hamper the activities.

(f) Internal control systems and their adequacy :- Company is in the process of implementing various software for better control.

(g) Human Resources Managements Initiatives:- The management is keenly interested this field. All the efforts are made to rationalize its manpower and make effective use of the same.

BOARD OF DIRECTORS:

There was no change in constitution of Board of Directors during the year.

AUDITORS:

M/s. N. Kumbhat & Co., Chartered Accountants, retire at this Annual General Meeting and being eligible offer themselves for reappointment. Your Company has received a letter from them to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956. The Board of directors commend their reappointment.

FIXED DEPOSITS:

Your Company has not accepted any deposits from public.

CORPORATE GOVERNANCE:

Certificate of the statutory auditors regarding compliance of the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with stock exchange, is enclosed..

STATUTORY INFORMATION:

(i) Information under section 217 (1) (e) of the Companies Act, 1956 read with the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:-

A. CONSERVATION OF ENERGY

Energy conversation measures taken: None at present

Additional investment and proposals, if any, being implemented for reduction of consumption of energy: There are no proposals.

Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Does notarise.

Total energy consumption and energy consumption per unit of production as per Form "A" to annexure in respect of industries specified in the schedule thereto

Power and fuel consumption 2009-10 2008-09

(a) Electricity Purchased

Units(KWH) 367568 600809

Total amount Rs. in lacs 21.08 28.80

Rate/Unit (Rs.) 5.74 4.80

Own Generation

Units (KWH) 760 5425

Units per liter of diesel oil 3.80 3.62

Rate/unit (Rs.) 9.92 9.68

B. TECHNOLOGY ABSORPTION

Form B

Research & Development (R & D)

1. Specific area in which R & D carried by the company: None at Present

2. Benefits derived as a result of the above R&D: Does not arise.

3. Future plan of action: At present it is not under consideration

4. Expenditure on R&D: Nil

Technology absorption, adaptation and innovation:

1. Efforts being made towards technology absorption, adaptation and innovation: None

2. Benefits derived as a result of the above efforts e.g. Product improvement cost, reduction, product development, import substitution etc.: None

3. Imported technology: Not applicable as technology has not been imported.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

Earning: Rs:0.00l Outgo: Rs 45.88 Lacs

INFORMATION UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975 AS AMENDED UP TO DATE :

The company do not have any employee drawing salary in excess of limits prescribed under section 217 (2a) of the companies act, 1956 read with the companies (particulars of employees) rules 1975 the particulars should be treated as nil.

DIRECTORS RESPONSIBILITY STATEMENT.

Your Directors confirm that:

(i) in the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) 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 financial year and of the loss of the company for the year.

(iii) the Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

(iv) the Directors had prepared the accounts on going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations continued to be cordial during the year under review.

ACKNOWLEDGMENT:

The Directors express their sincere thanks to the employees, customers, suppliers, companys bankers and members of the company for their continued support.

Place: Surat

Date : 31.05.2010 For & On Behalf of the Board of Directors

Chairman