Directors Report of Swasti Vinayaka Synthetics Ltd.

Mar 31, 2024

Your directors have pleasure in presenting their 42^nd Annual Report on the business and operations of the Company along with the Audited Statement of Accounts for the year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

The Board’s Report is prepared based on the standalone financial statements of the Company.

The Company’s financial performance reflecting state of affairs for the year under review along with previous year’s figures is given here under:

Sr. No.	Particulars	2023-24	2022-23
	Revenue from Operations	3065.61	2682.30
	Other Income	25.63	25.56
1.	Total Income	3091.24	2707.86
	Expenses
	Cost of material consumed	1615.11	1345.14
	Purchase of Stock in Trade	253.64	127.34
	Changes in Inventories of finished goods, work-in Progress and stock in trade	-139.99	-153.29
	Employee Benefit Expense	196.80	166.52
	Finance Cost	52.99	47.08
	Depreciation and amortization expense	32.27	31.66
	Other Expense	817.92	879.03
2.	Total Expense	2828.74	2443.48
	Profit before Tax	262.50	264.38
3.	Tax Expense
	Current Income Tax	-63.60	-63.12
	Deferred Income Tax	-1.37	-2.32
4.	Profit After Tax	197.53	198.94
	Other Comprehensive Income	7.10	4.92
5.	Total Comprehensive Income for the period	204.63	203.86
6.	Balance carried to Balance Sheet	793.26	588.63
7.	Basic and diluted EPS	0.23	0.23

2. DIVIDEND:

In order to conserve the resources of the Company and to plough back the profits for growth, the Board of Directors of the Company have decided not to recommend any dividend on the equity shares of the Company for the financial year ended March 31,2024.

3. RESERVES:

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

4. REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE:

During the period under review, revenue from operations of the Company in the financial year 2023-24 stands at Rs. 3065.61 Lakhs as compared to Rs. 2682.30 Lakhs in the previous financial year. The profit after tax (PAT) stood at Rs. 197.53 Lakhs as compared to Rs. 198.94 Lakhs in the preceding financial year. Your

directors are confident that the performance for the coming years is expected to improve with expected improvements in the business activities.

5. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanation obtained by them, states and confirm 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 accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

6. EXTRACT OF ANNUAL RETURN:

A copy of the annual return as provided under section 92(3) and Section 134(3)

(a) of the Companies Act, 2013 in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company’s website and can be accessed at www.swastivinavaka.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013 read with rule 12 of The Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board’s report.

7. SHARE CAPITAL:

As on 31^st March, 2024, the authorized share capital of the Company is Rs. 9,00,00,000 (Nine Crores) comprising of 9,00,00,000 (Nine Crores) equity shares of face value of Re. 1/- (One) each and the paid-up equity share capital as on 31^st March, 2024 is Rs. 9,00,00,000 (Nine Crores) comprising of 9,00,00,000 (Nine Crores) equity shares of face value of Re. 1/- each.

8. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

The disclosure shall include the following:

(a) Details of the transfer/s to the IEPF made during the year as mentioned below:

Form No. IEPF-1 filed on 19/11/2023, balance Rs 299,483 as standing in the following “unpaid dividend account” of equity dividend declared for the year ended March 31, 2016 in Annual General Meeting held on September 30, 2016 which have remained unpaid or unclaimed for a period of seven years was transferred to the Investor Education and Protection Fund on 04/11/2023.

Form No. IEPF-2 filed on 16/10/2023, unclaimed and unpaid amounts for previous seven years including current year amounted Rs. 927,022.2 against 6685294 numbers of underlying shares which are held by 29,931 small shareholders of the company.

Form No. IEPF-4 filed on 12/01/2024, the purpose of filling this form to transfer 431,527 nominal amount of shares to IEPF account u/s 124(6) of Companies Act, 2013. The date of Corporate Action to demat account to IEPF authority was 02/01/2024.

Form IEPF-5 was filed on 14th July, 2023 for claim of 7 challans with respect of Rs 420 refund amount and 1285 shares were verified with respect to transfer of shares.

Form IEPF-5 was filed on 05th February, 2024 for claims of 8 challans with respect of Rs 15000 refund amount and 30000 shares was verified with respect to transfer of shares.

During the F.Y. 2023-24, Company has transferred the amount of unpaid or unclaimed dividend and unclaimed shares as per the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”) to the IEPF, details of which is available on the website of the Company at www.swastivinayaka.com.

9. DIRECTORS OR KEY MANAGERIAL PERSONNEL DURING THE YEAR:

During the year under review, Miss Devika Devendra Parmar, resigned as Company Secretary cum Compliance Officer of the Company w.e.f 3^rd October, 2023. Further, Mrs. Bhoomi Deep Vardhan was appointed as Company Secretary cum Compliance Officer of the Company w.e.f 29^th December, 2023.

Following changes took place in the position of Key Managerial Personnel of the Company during the financial year 2023-2024 under review:

Name of the KMP	PAN	Designation	Date	Nature of Change
Devika Devendra Parmar	DYVPP6529M	Company Secretary	3rd October, 2023	Cessation
Bhoomi Deep Vardhan	ARSPT9794M	Company Secretary	29th December, 2023	Appointment

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Aryan Poddar, Whole time Director, and Mr. Dinesh Poddar, Director retires by rotation at the forthcoming Annual General Meeting (“AGM”) and being eligible, offers himself for re-appointment. The Board recommends the proposal of his re-appointment for the consideration of the Members of the Company at the forthcoming AGM and the same has been mentioned in the Notice convening the AGM. A brief profile of Mr. Aryan Poddar and Mr. Dinesh Poddar has also been provided therein.

The Board of Directors of the Company at their meeting held on August 14, 2024 appointed Mr. Harsh Agarwal DIN: 07771998 and Mr. Rahul Gupta DIN: 00354436 as Additional Director (Independent Capacity) of the Company till the ensuing Annual General Meeting and has recommended his appointment for a term of 5 years to the members for their approval.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto is disclosed in Form No. AOC-2 which is enclosed as Annexure I.

11. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Sandeep Dar and Co., Practicing Company Secretaries, have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report.

The report is self-explanatory and Company has initiated steps to comply with various non-compliances as per the provisions of various statute mentioned under the Secretarial Audit Report.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion & Analysis Report, which forms an integral part of this Report, is enclosed as Annexure III to this report.

13. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of financial statements, a treatment different from that prescribed in an Accounting Standard has not been followed, thus management’s explanation is not required.

14. PARTICULARS OF EMPLOYEES:

a) The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure IV and forms an integral part of this report.

b) Particulars of employees drawing remuneration in excess of limits prescribed under Section 197(12) read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: There are no employees drawing remuneration exceeding Rupees One Crore and Two Lakhs per annum if employed throughout the financial year or Rupees Eight Lakh Fifty Thousand per month if employed for part of the financial year or draws remuneration in excess of Managing Director or Whole time Director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

15. NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS HELD DURING THE YEAR:

The meetings of the Board of Directors of the Company and Committee meetings held during the year were in Compliance with the requirements of Companies Act, 2013 and Secretarial Standards (SS-1) issued by Institute of Companies Secretaries of India.

Sr No.	Particulars	No of meetings held
1.	Board Meeting	10
2.	Audit Committee	4
3.	Nomination and Remuneration Committee	1
4.	Stakeholders Relationship Committee	2
5.	Independent Directors	1

16. FORMAL ANNUAL EVALUATION:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and working of its committees. The Board’s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, its structure and composition, establishment and delegation of responsibilities to various Committees. Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management of the Company. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The Independent Directors of the Company met on February 14, 2024 without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; to review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

17. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review, the Company had no Subsidiaries, Associates or Joint Ventures.

There are no companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the financial year 2023-24.

18. INDUSTRIAL RELATION:

The industrial relations of the Company continued to be cordial throughout the year.

19. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

20. OPINION OF THE BOARD WITH REGARD TO INTERGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Board of Directors have not given a statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year as there were no Independent Directors appointed in the year.

21. COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, REMUNERATION, ETC:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The said policy is also uploaded on the website of the Company; i.e. www.swastivinayaka.com.

22. STATUTORY AUDITORS:

M/s. S P Jain & Associates, Chartered Accountants (Firm Registration No. 103969W) are appointed as the Statutory Auditors of the Company at the 38^th AGM held on December 28, 2020 to hold office from the conclusion of the 38^th AGM till the conclusion of the 43^rd AGM of the Company.

Their appointment is not required to be ratified in the Annual General Meeting pursuant to the Companies (Audit and Auditors) Second Amendment Rules, 2018 dated May 7, 2018.

23. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT:

The Auditors have provided their detailed report on the financial statements of the Company which opine on the true and fair view of the state of affairs of the Company. The report given by the auditors on the financial statement of the Company is part of the Annual Report.

There has been no qualification, reservation, adverse remarks or disclaimer given by the auditors in their report.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person of the Company has been denied access to the Audit Committee.

The Whistle Blower Policy has been posted on the website of the Company www.swastivinavaka.com.

25. COMPOSITION OF AUDIT COMMITTEE:

Composition of Audit Committee as required under section 177(8) of the Companies Act, 2013.

The Composition of Audit Committee is as follows:

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

26. SIGNIFICANT MATERIAL CHANGES:

There were no material changes and commitments, which adversely affects the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

27. RISK MANAGEMENT:

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify; monitor and minimize risks as also identify business opportunities. The Audit Committee and the Board periodically review the risks and suggest steps to be taken to manage/ mitigate the risk through a properly defined framework. During the year, no major risks were noticed, which may threaten the existence of the Company.

28. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.

29. PUBLIC DEPOSITS:

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

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

The Company has complied with the provisions of section 186 of the Companies Act, 2013 during the financial year. The details of Loans and guarantees given, investments made during the year are provided in Notes to financial statements and are self-explanatory.

31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as required under the Act.

The following is a summary of sexual harassment complaint received or dispose of during the year 2023 - 24.

1. No. of Complaint received: NIL

2. No. of Complaint disposed off: NIL.

Further the Company has constituted the Internal Complaints Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the composition of Committee is as follows:

Sr. No.	Name of Member	Position held in IC Committee
1.	Sneha Samel	Presiding Officer
2.	Sulochana dhole	Member
3.	Sadanand Joshi	Member
4.	Mitesh Sharma	Member

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

A) CONSERVATION OF ENERGY:

i. The steps taken or impact on conservation of energy - Energy conservation continues to receive priority attention at all levels by regular monitoring of all equipments and devices which consume electricity.

ii. The steps taken by the company for utilizing alternate sources of energy - Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

iii. The capital investment on energy conservation equipments

- Since Company is having adequate equipment, no capital investment on energy conservation equipments is made during the year.

B) TECHNOLOGY ABSORPTION:

i. The efforts made towards technology absorption - Not Applicable

ii. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

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

- Not Applicable.

(a) The details of technology imported - Not Applicable

(b) The year of import - Not Applicable

(c) Whether the technology been fully absorbed - Not Applicable

(d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof - Not Applicable

iv. The expenditure incurred on Research and Development - At present the Company does not have separate division for carrying out research and development work. No expenditure has therefore been earmarked for this activity.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Sr.	Particulars	For the period of	For the period
no		31 March, 2024	of 31 March,
			2023
(A)	Foreign exchange inflows	167388	NIL
(B)	Foreign exchange outflows	NIL	NIL

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:

No significant or material orders were passed by the regulators or courts or Tribunals which impact the going concern status and Company’s’ operations in future.

34. SECRETARIAL STANDARDS ISSUED BY INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards viz. the Secretarial Standard -1 on Board Meetings (SS-1) and Secretarial Standard -2 on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government, and that such systems are adequate and operating effectively.

35. CORPORATE SOCIAL RESPONSIBILITY(CSR):

Your Company does not have the requisite Net Worth nor has it achieved the requisite turnover nor it has the requisite net profit for the year for triggering the implementation of “Corporate Social Responsibility” (CSR), therefore, the Company has neither formed any CSR committee nor any policy thereof.

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, there was no valuation which was required to be done nor did the Company have done one time settlement with any bank and hence the said clause is not applicable to the Company.

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

Pursuant to Part F of Schedule V of SEBI Listing Regulations there is no demat suspense account /unclaimed suspense account opened by the Company.

38. OTHER DISCLOSURES:

a) During the year under review, there has been no change in the nature of business of the Company.

b) The Company is a going concern and the office of the Company is being managed by the Board of Directors with the support of Shareholders.

c) As per Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to maintain cost records .

d) There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014 during the year under review.

e) The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise during the year under review.

f) The Company has not issued any sweat equity shares during the year under review.

g) The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review.

h) The Company has not issued any instruments convertible into equity shares of the Company.

i) There is no application made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

39. LISTING AGREEMENT WITH THE STOCK EXCHANGE:

The Company has entered into the Uniform Listing Agreement as per SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE Ltd. where the Company’s Shares are listed.

40. RELATED PARTY TRANSACTIONS AND ITS DISCLOSURE:

The Related Party T ransaction Policy has been adopted by the Board of Directors for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the Company’s website i.e. www.swastivinavaka.com.

All related party transactions are mentioned in the Note AA to financial statements forming part of the Annual Report. All related party transactions were placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which were repetitive in nature.

The listed entity which has listed its non-convertible securities shall make disclosures in accordance with Para A of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 in compliance with the Accounting Standard on Related Party Disclosures. Since the Company does not have or nor listed its non-convertible securities and does not have any Holding Company and/or Subsidiary Company and/or Associate Company, the above disclosure is not applicable to the Company.

41. ACKNOWLEDGEMENT

We record our gratitude to the Banks and others for their assistance and cooperation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.

Registered Office: By Order of the Board

J-15, M.I.D.C., Tarapur, Boisar, Swasti Vinayaka Synthetics Limited

Dist. Palghar, Maharashtra - 401506.

Sd/-

Rajesh Poddar

Date: September 05, 2024 DIN: 00164011

Place: Mumbai Chairman & Managing Director

---

Mar 31, 2023

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

1. FINANCIAL HIGHLIGHTS:

The Board’s Report is prepared based on the standalone financial statements of the Company.

The Company’s financial performance reflecting state of affairs for the year under review along with previous year’s figures is given here under:

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

2. DIVIDEND:

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

3. RESERVES:

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

4. REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE:

Revenue from operations of the Company in the financial year 2022-23 stands at Rs. 2682.30 Lakhs as compared to Rs. 2,035.47 Lakhs in previous financial year. During the period under review the profit after tax (PAT) stood at Rs. 198.94 Lakhs as compared to Rs. 174.67 Lakhs in the preceding financial year. Your directors are confident that the performance for the coming years is expected to improve with expected improvements in the economic activities.

5. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanation obtained by them, states and confirm 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 accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

6. EXTRACT OF ANNUAL RETURN:

A copy of the annual return as provided under section 92(3) and Section 134(3)

(a) of the Companies Act, 2013 in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company’s website and can be accessed at www.swastivinayaka.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013 read with rule 12 of The Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board’s report.

7. SHARE CAPITAL:

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

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

8. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS/

RESIGNATIONS DURING THE YEAR:

During the year under review, Mr. Prabhat Dinesh Poddar, was appointed as an Additional Director on the Board of the Company w.e.f 20^th June, 2022. Further, appointment of Mr. Prabhat Dinesh Poddar was regularized in the 40^th Annual General Meeting of the Company held on 23^rd September, 2022 and thus, there was a change in his designation from Additional Non-Executive Director to NonExecutive Director of the Company.

Following changes took place in the position of Key Managerial Personnel of the Company during the financial year 2022-2023 under review:

Name of the KMP	DIN/PAN	Designation	Date of Appointment/ Cessation	Nature of Change (Appointment/ Cessation)
Sudarshan Thakur	AJXPT2615C	Chief Financial Officer	30th April, 2022	Cessation
Sulochana Sanjay Dhole	ALNPD7347K	Chief Financial Officer	16th May, 2022	Appointment

Name of the KMP	DIN/PAN	Designation	Date of Appointment/ Cessation	Nature of Change (Appointment/ Cessation)
Prabhat Dinesh Poddar	09637477	Additional Director	20th June, 2022	Appointment
Prathmesh Pradeep Gaonkar	BMBPG5937N	Company Secretary	5th August, 2022	Cessation
Devika Devendra Parmar	DYVPP6529M	Company Secretary	13th September, 2022	Appointment

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto is disclosed in Form No. AOC-2 which is enclosed as Annexure I.

10. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Sandeep Dar and Co., Practicing Company Secretaries, have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report.

The report is self-explanatory and Company has initiated steps to comply with various non-compliances as per the provisions of various statute mentioned under the Secretarial Audit Report.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion & Analysis Report, which forms an integral part of this Report, is enclosed as Annexure III to this report.

12. PARTICULARS OF EMPLOYEES:

a) The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure IV and forms anintegral part of this report.

b) Particulars of employees drawing remuneration in excess of limits prescribed under Section 197(12) read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: There are no employees drawing remuneration exceeding Rupees One Crore and Two Lakhs per annum if employed throughout the financial year or Rupees Eight Lakh Fifty Thousand per month if employed for part of the financial year or draws remuneration in excess of Managing Director or Whole time Director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

13. NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS HELD DURING THE YEAR:

The meetings of the Board of Directors of the Company and Committee meetings held during the year were in Compliance with the requirements of Companies Act, 2013 and Secretarial Standards (SS-1) issued by Institute of Companies Secretaries of India.

Sr No.	Particulars	No of meetings held
1.	Board Meeting	17
2.	Audit Committee Meeting	5
3.	Nomination and Remuneration Committee Meeting	5
4.	Stakeholders Relationship Committee Meeting	1
5.	Independent Directors meeting	1

14. FORMAL ANNUAL EVALUATION:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and working of its committees. The Board’s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, its structure and composition, establishment and delegation of responsibilities to various Committees. Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management of the Company. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interest of the Company and its minority shareholders etc. The Independent Directors of the Company met on March02, 2023 without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; to review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timelinessof flow of information between the management and the Board of Directors.The performance evaluation of the Independent Directors was carried out by the entire Board.. The Directors expressed their satisfaction with the evaluation process.

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

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

16. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b)of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. OPINION OF THE BOARD WITH REGARD TO INTERGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Board of Directors have not given a statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year as there were no Independent Directors appointed in the year.

18. COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, REMUNERATION, ETC:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The said policy is also uploaded on the website of the Company; i.e. www.swastivinavaka.com.

19. STATUTORY AUDITORS:

M/s. S P Jain & Associates, Chartered Accountants (Firm Registration No. 103969W) are appointed as the Statutory Auditors of the Company at the 38^thAGMheld on December 28, 2020 to hold office from the conclusion of the 38^thAGM till the conclusion of the 43^rdAGM of the Company.

Their appointment is not required to be ratified in the Annual General Meeting pursuant to the Companies (Audit and Auditors) Second Amendment Rules, 2018 dated May 7, 2018.

20. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT:

The Auditors have provided their detailed report on the financial statements of the Company which opine on the true and fair view of the state of affairs of the Company.The report given by the auditors on the financial statement of the Company is part of the Annual Report.

There has been no qualification, reservation, adverse remarks or disclaimer given by the auditors in their report.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person of the Company has been denied access to the Audit Committee.

The Whistle Blower Policy has been posted on the website of the Company www. swastivinavaka.com.

22. COMPOSITION OF AUDIT COMMITTEE:

Composition of Audit Committee as required under section 177(8) of the Companies Act, 2013.

The Composition of Audit Committee is as follows:

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

23. SIGNIFICANT MATERIAL CHANGES:

There were no material changes and commitments, which adversely affects the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

24. RISK MANAGEMENT:

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify; monitor and minimize risks as also identify business opportunities. The Audit Committee and the Board periodically review the risks and suggest steps to be taken to manage/ mitigate the risk through a properly defined framework. During the year, no major risks were noticed, which may threaten the existence of the Company.

25. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.

26. PUBLIC DEPOSITS:

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

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

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

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

28. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION AND REDRESSAL) ACT, 2013:

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as required under the Act.

The following is a summary of sexual harassment complaint received or dispose of during the year 2022 - 23.

1. No. of Complaint received: NIL

2. No. of Complaint disposed off: NIL.

Further the Company has constituted the Internal Complaints Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the composition of Committee is as follows:

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

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

A) CONSERVATION OF ENERGY:

(i) The steps taken or impact on conservation of energy - Energy conservation continues to receive priority attention at all levels by regular monitoring of all equipments and devices which consume electricity.

(ii) The steps taken by the company for utilizing alternate sources of energy - Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

(iii) The capital investment on energy conservation equipments - Since Company is having adequate equipment, no capital investment on energy conservation equipments is made during the year.

B) TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption - Not Applicable

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

(iii) In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

(a) The details of technology imported - Not Applicable

(b) The year of import - Not Applicable

(c) Whether the technology been fully absorbed - Not Applicable

(d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof - Not Applicable

(iv) The expenditure incurred on Research and Development - At present the Company does not have separate division for carrying out research and development work. No expenditure has therefore been earmarked for this activity.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

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

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or Tribunals which impact the going concern status and Company’s’ operations in future.

31. SECRETARIAL STANDARDS ISSUED BY INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards viz. the Secretarial Standard -1 on Board Meetings (SS-1) and Secretarial Standard -2 on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government, and that such systems are adequate and operating effectively.

32. UNPAID DIVIDEND & IEPF:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of India, after completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the F.Y. 2022-23, Company has transferred the amount of unpaid or unclaimed dividend and unclaimed shares as per the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”) to the IEPF, details of which is available on the website of the Company at www.swastivinayaka.com.

33. CORPORATE SOCIAL RESPONSIBILITY(CSR):

Your Company does not have the requisite Net Worth nor has it achieved the requisite turnover nor it has the requisite net profit for the year for triggering the implementation of “Corporate Social Responsibility” (CSR), therefore, the Company has neither formed any CSR committee nor any policy thereof.

34. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, there was no valuation which was required to be done nor did the Company have done one time settlement with any bank and hence the said clause is not applicable to the Company.

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

Pursuant to Part F of Schedule V of SEBI Listing Regulations the listed entity shall disclose the following details in its annual report, as long as there are shares in the demat suspense account or unclaimed suspense account, as applicable :

(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil

(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year: Nil

(c) number of shareholders to whom shares were transferred from suspense account during the year: Nil

(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: 4 shareholders / 101213 shares (LOC to be issued for demat)

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: NA

36. OTHER DISCLOSURES:

a) During the year under review, there has been no change in the nature of business of the Company.

b) The Company is a going concern and the office of the Company is being managed by the Board of Directors with the support of Shareholders.

c) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act for the company.

d) There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014 during the year under review.

e) The Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise during the year under review.

f) The Company has not issued any sweat equity shares during the year under review.

g) The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review.

g) The Company has not issued any instruments convertible into equity shares of the Company.

h) There is no application made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

37. LISTING AGREEMENT WITH THE STOCK EXCHANGE:

The Company has entered into the Uniform Listing Agreement as per SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and confirms that it has paid the Annual Listing Fees for the year 2022-23 to BSE Ltd. where the Company’s Shares are listed.

38. ACKNOWLEDGEMENT

We record our gratitude to the Banks and others for their assistance and cooperation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.

Registered Office: By Order of the Board

J-15, M.I.D.C., Tarapur, Boisar, Swasti Vinayaka Synthetics Limited

Dist. Palghar, Maharashtra - 401506.

Sd/-

Rajesh Poddar

Date: 10^lh August, 2023 (DIN: 00164011)

Place: Mumbai Chairman & Managing Director

---

Mar 31, 2015

The Directors have pleasure in presenting their 33rt Annual Report on the business and operations of the Company and Audited Statement of Accounts for the year ended 31st March, 2015.

1. Financial highlights

The Board's Report is prepared based on the stand alone financial statements of the Company. (Rs in Lacs)

Sr Particulars 2014-15 2013-14 No

1. i. Net Sales/ Income 1606.59 1559.91

ii. Other Income 39.85 2.42

Total 1646.44 1562.34

2. Total Expenditure

i) Cost of material consumed 101.86 40.60

ii) Purchase of stock 1068.78 948.06

iii) Changes in inventories (92.11) 65.38

iv) Employee benefit Expenses 74.63 59.60

v) Financial cost 28.02 18.01

vi) Depreciation 69.35 33.98

vii) Other Expenditure 275.84 299.96

Total 1526.37 1465.59

3. Profit Before Tax 120.07 96.75

4. Provision for taxation

i) Current Tax 54.25 52.48

ii) Deferred Tax 9.13 2.76

iii) Earlier years Tax - -

5. Profit After Tax 74.95 47.02

6. Balance carried from previous year 0.94 3.05

7. Amount Available for Appropriation 75.89 50.08

8. Appropriations:

Proposed Dividend (49.00) (42.00)

Dividend Distribution Tax (10.03) (7.14)

Transferred to General Reserve 0 0

9. Balance carried to Balance Sheet 16.86 0.94

10. Basic and diluted EPS 0.11 0.07

2. Dividend

We are pleased to announce that the Board of Directors has recommended dividend of Re. 0.07 per equity share of Re. 1/- each (i.e. 7% of face value) aggregating Rs. 49,00,000 (excluding dividend distribution tax as applicable) for the year ended on 31st March, 2015.

3. Reserves

No amount of current year's profits was transferred to the general reserve.

4. Extract of Annual Return

The details forming part of the extract of the Annual Report in form MGT-9, as required under section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, are included in this Report as Annexure-I and forms an integral part of this report.

5. Operations

During the period under review the profit after tax (PAT) stood at 74.95 Lacs (Previous Year Rs. 47.02 Lacs), there was an increase of 59.37% as compared to last financial year. The performance for the coming year is expected to improve upon from the last year if right macro economic indicators are achieved in future.

6. Director's Responsibility Statement

The Director's 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 accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

7. Directors and Key Managerial Personnel Appointments / Resignations during the year

The following Independent Directors were appointed during the financial year2014-2015:

1. Mr. Sanjiv Rungta (DIN: 00381643)

2. Mr. Nirmal Jain (DIN: 00894735)

3. Mr. Piyush Shah (DIN: 02333557)

4. Mr. Rakesh Garodia (DIN: 00143438)

Mrs. Shilpa Poddar (DIN: 00164141) was appointed as Woman Director of the Company, in terms of provisions of Section 149(1) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement.

However, there were no Resignations from the Board of Directors during the financial year.

8. Particulars of Employees

The information required pursuant to Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure III to the Directors Report.

Particulars of employees drawing remuneration in excess of limits prescribed under Section 134 (3)(q) read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014:

There are no employees drawing remuneration exceeding Rupees 60 Lacs per annum if employed throughout the financial year or Rupees 5 Lacs per month if employed for part of the financial year or draws remuneration in excess of Managing Director or Whole time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

9. Number of Meetings of Board

Sr. Particulars No. of no meetings held

1. Board meetings Seven

2. Audit Committee meetings Six

3. Nomination and Remuneration Committee meeting One

4. Risk Management Committee meeting One

5. Stakeholders Relationship Committee One

6. Independent Directors Meeting One

10. Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration, Risk Management and Stakeholders Relationship Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

11. Declaration by Independent Directors

Declarations by the Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the Company.

12. Remuneration policy

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The said policy is also uploaded on the website of the Company; i.e. www.swastivinayaka.com.

13. Auditors

The Auditors, M/s. Sanjay Raja Jain & Co., Chartered Accountants, (FRN 120132W), Mumbai, will retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of five years from the conclusion of this Annual General Meeting

[AGM] till the conclusion of Annual General Meeting [AGM] to be held in 2020.

The report given by the Auditors on the financial statements of the Company is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

14. Secretarial Audit Report

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Sandeep Dar and Co., Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure IV to this report. The report is self-explanatory however the Company has initiated necessary steps to comply with various non- compliances as per the provisions of various statute mentioned under the Secretarial Audit Report.

15. Vigil Mechanism

Pursuant to the provisions of sub-section (9) and (10) of Section 177 of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.swastivinayaka.com.

16. Composition of Audit Committee

Composition of Audit Committee as required under section 177 (8) of theCompaniesAct,2013.

The Composition of Audit Committee is as follows:

1. Mr. Sanjiv Rungta - Chairman

2. Mr. Nirmal Jain - Member

3. Mr. Dinesh Poddar - Member

4. Mr. Piyush Shah - Member

17. There were no material changes and commitments, which adversely affects the financial position of the company, which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

18. The Risk management Policy has been uploaded on the website of the Company at www.swastivinayaka.com. There were no risk identified which would threaten the existence of the Company during the year under review.

19. 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. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

20. Deposits

The Company has not accepted any Deposits during the year.

21. Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013

During the year under review, the Company have neither made any Investments nor provided any guarantees and security which are governed by the provisions of section 186 of the Companies Act, 2013. However, the Company has given loan, the details of which are given below:

Loans made during the financial year2014-2015:

SL Name of Particulars of Loan Amount Purpose for which the No the Entity proceeds from investment is proposed to be utilized by the recipient

1. Anand Rathi Unrated unlisted 56,23,596 Business purpose Global Finance Secured Redeemable Limited Non-convertible Debentures

22. Particulars of contracts or arrangements with related parties

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto is disclosed in Form AOC-2 which is enclosed as Annexure-ll.

23. Corporate Governance

Your Company believes that Corporate Governance is a code of self discipline. In the line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. The Corporate Governance Certificate from Practicing Company Secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement is annexed with this report.

24. Management Discussion and Analysis

a. Corporate Overview:

Swasti Vinayaka Synthetics Limited (SVSL) is a leading textile and branded apparel Company having its corporate office in Mumbai.

b. Overview of the Economy:

As per the latest GDP growth estimates, Indian economy grew by 7.4% in FY 15 compared to 6.9% in FY 14, mostly driven by improved economic fundamentals and revision of GDP methodology calculation. Even inflation showed signs of moderation, a welcome sign- wholesale price and consumer price inflation declined to 4.2% and 7.4% respectively, compared with last year's 6.3% to 10.1 %. Reduced inflation, falling crude oil prices, stable rupee, improved purchasing power and consumer spending, higher capital inflows supported by the government policy reforms have already put India on an accelerating growth track and improved the business outlook.

The Government envisages GDP growth to accelerate to 8% in FY 16 driven by strengthening macroeconomic fundamentals and implementation of policy reforms recently announced. Reforms like e-auctions of coal mines and telecom, FDI insurance, speedier regulatory approvals, etc. will be critical growth enablers to de- bottleneck stalled projects, improve the investment outlook and the ease of doing business in the country. Reforms currently underway such as GST implementation, Amendment on Land Acquisition Bill, Labour Reforms, etc. are expected to provide the requisite thrust for growth in the medium-term.

c. Industry Structure and Developments:

The Textile and Apparel industry contributes around 6% to India's GDP, 11%to export earnings and is the second largest employer after agriculture. The industry has shown continued growth with a potential to increase its global trade share from the current 4.5% to 8% in the next 5 years supported by a rich abundance of raw material, skilled labour and talent.

In F.Y. 2015, the textile industry is estimated to have contributed USD 42 Billon (4%) to India's GDP, and 27% to the country's foreign exchange inflows.

d. Business Overview:

The Company deals in Textiles Fabrics, Readymade Garments and Yarn Doubling. SVSL has a very strong presence in India which can fetch viable business opportunities in the Company's business segment. The Company has launched aggressive marketing schemes and introduced variety of linen cotton and P/C shirting fabrics to cater to the demand of the RMG and Corporate sector. Company has good corporate relationship with Raymonds Ltd, Trent Limited., Future Group, Reliance Industries Limited., Arvind Lifestyle Brand Ltd., etc. and they are regular customers of the Company. There is a great potential in the Company to increase its market share in this segment as our relationship and understanding with the customers is very strong.

e. Opportunities and Threats:

Textile industry is one of the largest employers in India and has strong linkages with the rural economy. The growing young middle-class population is a source of great potential and provides immense opportunities to spur growth in the industry going forward.

The major challenge that the textile and apparel industry is facing is rising production costs, arising out of rising wages, power and interest costs.

Your Company is continuously improving its designing skills and introducing high end fabric by combination of various fibers to have an edge over its competitors. It will continue to stress on improving quality standards, reducing lead time in supplying orders, competitive pricing of product and more stress on product innovation and designing to meet the new set of challenges.

f. Internal Control systems and their Adequacy:

Your Company has an effective Internal control and risk- mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures.

The Company has entrusted the Internal & operational audit to Messrs. Sanjay Raja Jain (Membership No. 108513), a firm of Chartered Accountants. The main thrust of the internal audit process is test and review of controls, independent appraisal of risks, business process and benchmarking internal controls with best practices.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors.

g. Cautionary Statement:

Statements in this Director's Report & Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results, performances or achievements, risks and opportunities could differ materially from those expressed or implied in this report. This should be read in conjunction with the Company's financial statements.

25. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 Company has adopted a policy for prevention of Sexual Harassment of Women at workplace as required under the Act.

The following is a summary of sexual harassment complaint received or dispose of during the year2014-15.

No. of Complaint received : NIL

No. of Complaint disposed off : NIL.

26. Conservation of energy, technology absorption and foreign exchange earnings and outgo

In the view of the nature of the Company, Rule 8 of Company (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy and technology absorption are given in the Annexure forming part of this report.

27. 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

No significant or material orders were passed by the regulators or courts or Tribunals which impact the going concern status and Company's' operations in future.

28. Listing Agreement with the Stock Exchanges

Your Company continues to be listed on the Stock Exchange, Mumbai where the company's shares are being traded. The Company confirms that it has paid the Annual Listing Fees for the year 2014-2015 to Bombay Stock Exchange where the Company's Shares are listed.

29. Acknowledgement

We record our gratitude to the Banks and others for their asslstance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.

Registered Office: By Order of the Board

J-15, M.I.D.C.Tarapur, Swasti Vinayaka Synthetics Limited.

Boisar, Dist. Thane,

Maharashtra - 401506. Ramprasad Poddar

Date : May 30,2015 Chairman

Place: Mumbai DIN : 00163950

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Mar 31, 2014

The Members,

We are delighted to present the 32nd Annual Report on our business and operations for the year ended 31st March, 2014.

1. FINANCIAL RESULTS HIGHLIGHTS: (Rs.In Lacs)

SR PARTICULARS 31.03.2014 31.03.2013 NO.

1. Revenue

i. From Operations 1559.91 1610.42

ii.Other Income 2.42 3.168

Total 1562.34 1613.58

2. Less: Expenses

i. Employee Benefit Expenses 59.60 72.02

ii. Financial Cost 18.01 24.88

iii. Depreciation 33.97 35.92

iv. Other Expenses 1354.01 1362.43

Total 1465.59 1495.25

3. Profit Before Tax (1-2) 96.75 118.33

4. Less: Tax Expense

i. Current Year 52.48 39.8

ii. Earlier Years Tax - (0.00603)

iii. Deferred Tax 2.76 1.92

5. Profit After Tax (3-4) 47.02 80.45

6. Prior Year Adjustment - -

7. Net Profit 47.02 80.45

8. Balance Carried from previous year 3.05 (21.45)

9. Amount Available for appropriation 50.08 59.00

10. Appropriations:

i. Dividends 42.00 35.00

ii. Tax on Dividends 7.14 5.95

iii. Transfer to Reserve 0 15.00

11. Balance Carried to Balance Sheet 0.94 3.05

12. Basic and diluted EPS (Rs) 0.07 0.11

2. DIVIDEND:

We are pleased to announce that your Board of Directors has recommended dividend of 0.06 paise per equity share of Re. 1/- each (6%) aggregating Rs. 42.00 Lacs for the year ended on 31st March, 2014.

3. OPERATIONS AND FUTURE PROSPECTS:

During the period under review the profit after tax (PAT) stood at 47.02 Lacs (Previous Year Rs. 80.45 Lacs), a decline of 41.55% on annualized basis as compared to last financial year. The reversal of the performance by such large percentile though cause for concern revealed the fragile state of economy reflected in the share market indicators. However, all investment strategy is based upon long term growth and there is much to be optimistic on long term perspective. We are hopeful to reap the benefits of high growth rate of economy provided the inflation is reined in urgently.

Thank you shareholders for your continued support and trust in Swasti Vinayaka Synthetics Limited and its management team, which we cherish and value from the bottom of our hearts.

4. DIRECTORS:

Mr. Dinesh Poddar (Din-00164182) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Mr. Rajesh Poddar (DIN 00164011), reappointed as a "Managing Director" with remuneration for the period of Five years at the ensuing Annual General Meeting.

Mr. Sanjiv Rungta (Din- 00381643), Mr. Nirmal Jain (Din- 00894735), Mr. Piyush Shah (Din- 02333557) and Mr. Rakesh Garodia (Din- 00143438) reappointment as Independent Directors for a term of 5 years at the ensuing Annual General Meeting.

5. DIRECTOR''S RESPONSIBILITY STATEMENT:

The Directors state that: -

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. The Directors had selected such accounting policies and applied them consistently and made judgment 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 covered under this Report and of the profits of the Company for the year.

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

iv. The Directors had prepared the annual accounts on a going concern basis.

6. FIXED DEPOSITS:

The Company has not accepted/ renewed any Fixed Deposits from the Public within the meaning of section 58A of the Companies Act, 1956.

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

Information in accordance with the provisions of Sections 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure forming part of this report.

8. CORPORATE GOVERNANCE:

A separate section on Corporate Governance forming a part of the Directors'' Report and a Certificate from the Practicing Company Secretary confirming Compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Bombay Stock Exchange is included in the Annual Report.

Your company has been practicing the principle of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

h. APPRECIATION:

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your Company''s achievements would not have been possible. Your Directors also wish to thank its customer, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

10. LISTING ARRANGEMENT:

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company''s Shares are being actively traded. The Company has paid Listing Fees for the year 2013-2014.

11. AUDITORS:

M/s. Sanjay Raja Jain & Co. Chartered Accountants, Mumbai, Firm Registration No. 120132W who are Statutory Auditors of the Company hold office till the conclusion of this Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the financial year 2014-15. M/s. Sanjay Raja Jain. Chartered Accountants, Mumbai have, under section 224(1) of the Companies Act, 1956, furnished a certificate of their eligibility for re-appointment.

12. EMPLOYEES:

There are no employees drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975.

13. ACKNOWLEDGEMENTS:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company for their enormous personal efforts. The Directors'' would also like to thank the esteemed investors for their continuous support and confidence reposed in the management.

By Order of the Board For Swasti Vinayaka Synthetics Ltd.

Ramprasad Poddar (Chairman)

Registered Office: J-15, M.I.D.C., Tarapur, Boisar, Dist. Thane, Maharashtra - 401506.

Place : Mumbai Date : 30th May, 2014

---

Mar 31, 2013

To The Members,

The are delighted to present the 31st Annual Report on our business and operations for the year ended 31st March, 2013.

1. FINANCIAL RESULTS HIGHLIGHTS:

(Rs. In Lacs) PARTICULARS 31.03.2013 31.03.2012 NO.

1. Revenue

i. From Operations 1610.42 1617.50

ii. Other Income 3.168 21.58

Total 1613.58 1639.08

2. Less: Expenses

i. Employee Benefit Expenses 72.02 76.67

ii. Financial Cost 24.88 43.00

iii. Depreciation 35.92 35.69

iv. Other Expenses 1362.43 1413.16

Total 1495.25 1568.52

3. Profit Before Tax (1-2) 118.33 70.56

4. Less: Tax Expense

i. Current Year 39.8 19.00

ii. Earlier Years Tax (0.00603) (3.16)

iii. Deferred Tax 1.92

5. Profit After Tax (3-4) 80.45 54.72

6. Prior Year Adjustment 7.93

7. Net Profit 80.45 62.65

8. Balance Carried from previous year (21.45) (43.42)

9. Amount Available for appropriation 59.00 19.22

10. Appropriations:

i. Dividends 35.00 35.00

ii. Tax on Dividends 5.95 5.68

iii. Transfer to Reserve 15.00

11. Balance Carried to Balance Sheet 3.05 (21.45)

12. Basic and diluted EPS (Rs) 0.11 0.09

2. DIVIDEND:

We are pleased to announce that your Board of Directors has recommended dividend of 0.05 paise per equity share of Re. 1/- each (5%) aggregating Rs. 35.00 Lacs for the year ended on 31st March, 2013.

3. OPERATIONS OF THE COMPANY:

In FY 2012-13, supported by our strong distinct product offering in textiles, our total income during the year under review is Rs. 1613.58 Lacs as compared to last year Rs. 1639.08 Lacs. The Profit before Tax for the current year is Rs. 118.33 Lacs as compared to the last year Profit before Tax of Rs. 70.56 Lacs. The Profit after Tax (PAT) increased to Rs. 80.45 Lacs from Rs. 54.72 Lacs in the previous year, at a growth rate of 47.01%.

However, taking into consideration the overall performance of the Company vis-à-vis the industry the Company has made good progress. Your Directors'' assure you consistent and better growth rate in future.

Your Company focuses on enhancing shareholder value and looks beyond immediate opportunities by building its businesses with long-term relevance.

4. DIRECTORS:

Mr. Ramprasad Poddar and Mr. Piyush Shah shall retire by rotation and being eligible, have offered themselves for re-appointment. Attention of the members'' is invited to the relevant item in the notice of the Annual General Meeting.

5. DIRECTOR''S RESPONSIBILITY STATEMENT: The Directors state that: -

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. The Directors had selected such accounting policies and applied them consistently and made judgment 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 covered under this Report and of the profits of the Company for the year.

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

iv. The Directors had prepared the annual accounts on a going concern basis.

6. FIXED DEPOSITS:

The Company has not accepted/ renewed any Fixed Deposits from the Public within the meaning of section 58A of the Companies Act, 1956.

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

Information in accordance with the provisions of Sections 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure forming part of this report.

8. CORPORATE GOVERNANCE:

A separate section on Corporate Governance forming a part of the Directors'' Report and a Certificate from the Practicing Company Secretary confirming Compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Bombay Stock Exchange is included in the Annual Report.

Your company has been practicing the principle of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

10. LISTING ARRANGEMENT:

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company''s Shares are being actively traded. The Company has paid Listing Fees for the year 2012-2013.

11. AUDITORS:

M/s. Sanjay Raja Jain & Co. Chartered Accountants, Mumbai, Firm Registration No. 120132W who are Statutory Auditors of the Company hold office till the conclusion of this Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for the financial year 2013-14. M/s. Sanjay Raja Jain. Chartered Accountants, Mumbai have, under section 224(1B) of the Companies Act, 1956, furnished a certificate of their eligibility for re-appointment.

12. EMPLOYEES:

There are no employees drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975.

13. ACKNOWLEDGEMENTS:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company for their enormous personal efforts. The Directors'' would also like to thank the esteemed investors for their continuous support and confidence reposed in the management.

By Order of the Board

For Swasti Vinayaka Synthetics Ltd.

Ramprasad Poddar

(Chairman)

Registered Office:

J-15, M.I.D.C., Tarapur,

Boisar, Dist. Thane,

Maharashtra – 401506.

Place : Mumbai

Date : 30th May, 2013

---

Mar 31, 2012

The are delighted to present the 30th Annual Report on our business and operations for the year ended 31st March, 2012.

1. FINANCIAL RESULTS HIGHLIGHTS:

(Rs. In Lacs)

SR. NO. PARTICULARS 31.03.2012 31.03.2011

1. Revenue

i. From Operations 1617.50 1590.41

ii. Other Income 2158 15.07

Total 1639.08 1605.48

2 Less: Expenses

i. Employee Benefit Expenses 76.67 68.36

ii. Financial Cost 43.00 61.42

iii. Depreciation 35.69 43.90

iv. Other Expenses 1413.16 1371.66

Total 1568.52 1545.34

3. Profit Before Tax (1-2) 70.56 60.14

4. Less: Tax Expense

i. Current Year 19.00 18.50

ii. Earlier Years Tax (3.16) -

iii. Deferred Tax - -

5. Profit After Tax (3-4) 54.72 4161

6. Prior Year Adjustment 7.93 1.31

7. Net Profit 62.65 42.95

8. Balance Carried from previous year (43.42) (53.72)

9. Amount Available for appropriation 19.22 (10.77)

10. Appropriations:

i. Dividends 35.00 28.00

ii. Tax on Dividends 5.68 4.65

11. Balance Carried to Balance Sheet (21.45) (43.42)

12. Basic and diluted EPS (Rs) 0.09 0.06

2. DIVIDEND:

We are pleased to announce that your Board of Directors has recommended dividend of 0.05 paise per equity share of Re. 1/- each (5%) aggregating Rs. 35.00 Lacs for the year ended on 31st March, 2012.

3. OPERATIONS OF THE COMPANY:

In FY 2012, supported by our strong distinct product offering in textiles, our total income during the year under review increased to Rs. 1639.08 Lacs from Rs. 1605.48 Lacs in the previous year, at a growth rate of 2.09%. The Profit Before Tax for the current year is Rs. 70.56 Lacs as compared to the last year Profit Before Tax of Rs. 60.14 Lacs. The Profit after Tax (PAT) for the current year stood at Rs. 54.72 Lacs, as compared to the last year's PAT of Rs. 42.95 Lacs.

The textile industry was in turmoil in the current year and huge price fluctuation in cotton price and slack demand in the global and domestic market made the year highly challenging, in which your Company has shown good progress. This year if the monsoons improves, the festive season should garner good orders for the company.

Your Company focuses on enhancing shareholder value and looks beyond immediate opportunities by building its businesses with long-term relevance.

4. DIRECTORS:

Mr. Dinesh Kumar Poddar and Mr. Nirmal Jain shall retire by rotation and being eligible, have offered themselves for re-appointment. Attention of the members' is invited to the relevant item in the notice of the Annual General Meeting.

5. DIRECTOR'S RESPONSIBILITY STATEMENT:

The Directors state that:-

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. The Directors had selected such accounting policies and applied them consistently and made judgment 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 covered under this Report and of the profits of the Company for the year.

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

iv. The Directors had prepared the annual accounts on a going concern basis.

6. FIXED DEPOSITS:

The Company has not accepted/renewed any Fixed Deposits from the Public within the meaning of section 58A of the Companies Act, 1956.

7. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with the provisions of Sections 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure forming part of this report.

8. CORPORATE GOVERNANCE:

A separate section on Corporate Governance forming a part of the Director's Report and a Certificate from the Practicing Company Secretary confirming Compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Bombay Stock Exchange is included in the Annual Report.

Your company has been practicing the principle of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

10. LISTING ARRANGEMENT

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company's Shares are being actively traded. The Company has paid Listing Fees for the year 2011-2012.

11. AUDITORS:

M/s. P V Dalai & Co. Chartered Accountants, Mumbai, (FRN. 102049W), Statutory Auditors have expressed their unwillingness to be reappointed as Statutory Auditors of the Company.

Company has received special notice under section 225 of the Companies Act, 1956, from a member for the appointment of M/s. Sanjay Raja Jain & Co., Chartered Accountants, Mumbai ,(FRN 120132W) as the statutory Auditors, who if appointed, will hold office from the conclusion of this Annual General Meeting till conclusion of the next Annual General Meeting.

12. EMPLOYEES:

There are no employees drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975.

13. ACKNOWLEDGEMENTS:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company for their enormous personal efforts. The Directors would also like to thank the esteemed investors for their continuous support and confidence reposed in the management.

By Order of the Board For Swasti Vinayaka Synthetics Ltd.

Ramprasad Poddar (Chairman)

Registered Office:

J-15, M.I.D.C.Tarapur, Boisar, Dist. Thane, Maharashtra-401506.

Place: Mumbai Date : 26th May,2012

---

Mar 31, 2010

The Directors have pleasure in presenting the 28th Annual Report and the Audited Statement of Accounts for the Fifteen Months Period ended 31st March, 2010.

FINANCIAL RESULTS: (Rs. In Lacs)

Sr.No. Particulars 31.3.2010 31.12.2008

1. Sales income from operation and other

income 2042.14 1687.57

2. Profit Before Depreciation & Tax 19.73 155.88

3. Less: Depreciation 86.37 67.38

4. Profit Before Tax (66.64) 88.50

5. Less : provision for Tax 33.50 1.13

6. Profit/Loss After Tax (100.14) 87.37

7. Prior year Adjustment 1.23 1.29

8. Profit / Loss after Adjustment (98.91) 86.08

Add : Transfer

From General Reserve 80.00 -

10. Add Balance carried from previous year 6.14 90.58

11. Net Profit / Net Loss (12.77) 176.66

12. Less : Proposed dividend 35.00 70.00

13. Less : Dividend Distribution Tax 5.95 11.90

14. Transfer to General Reserve - 88.62

15. Balance Transferred to Balance Sheet (53.72) 6.14

DIVIDEND:

We are pleased to announce that the Board of Directors has recommended dividend of Rs. 0.05 per equity share of Re. 1/- each (5%) aggregating Rs. 35.00 Lacs for the period ended on 31st March, 2010.

OPERATIONS AND FUTURE PROSPECTS:

During the period under review the Companys Loss After Tax stood at 100.14 Lacs, as compared to the last years Profit After Tax of Rs. 87.37. However, taking into consideration the overall performance vis-a-vis industry in the recessionary time, Board has recommended a Dividend at 5% on the capital of Rs. 7 Crores amounting to Rs. 35 Lakhs plus dividend tax for the Financial period ended 31st March, 2010.

DIRECTORS:

Mr. Ramprasad Poddar and Mr. Piyush Shah shall retire by rotation and being eligible, have offered themselves for re-appointment.

DIRECTORS RESPONSIBILITYSTATEMENT:

The Directors state that: -

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

ii. The Directors had selected such accounting policies and applied them consistently and made judgment 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 covered under this Report and of the Loss of the Company for the year.

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

iv. The Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

The Company has not accepted/ renewed any Fixed Deposits from the Public within the meaning of section 58A of the Companies Act, 1956.

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

Information in accordance with the provisions of Sections 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure forming part of this report.

CORPORATE GOVERNANCE:

Corporate Governance Reports along with Certificate of the Company Secretary in Practice pursuant to clause 49 (revised) of the Listing Agreement with the Stock Exchanges have been included in the report. Your company has been practicing the principle of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Company has increased its presence in the shirting RMG sector with more aggression and has started working with ITC Limited, Aditya Birla Nuvo Limited (Madura Garments), Arvind Universal Textile Limited, Indus League Clothing Limited, etc in addition to the bouquet of regular existing valued customers like Reliance Industries Limited, Reliance Retail Industries Limited, Pantaloon Retail India Limited and Trent Ltd. among others.

The real estate market went through a very bearish phase in the year under review. The compensation income dropped drastically and this has reflected in a loss in the year. This current year, due to the buoyancy in the economy, even the real estate business should fare much better. The company is extremely bullish regarding the current year and has announced a dividend of 5% out of its reserves.

The Ivy League haute couture boutique at the Grand Hyatt, Mumbai, has also started stocking up at other boutiques like Aza in Mumbai and Delhi and is doing very well.

During the current year, your Company is planning an aggressive publicity campaign to enhance the brand value further. The Company is again participating in the Times of India Glitter exhibition at J.W. Marriot this year.

We take this apportunity to thank our shareholders for your continued support and trust in Swasti Vinayaka Synthetics Limited and its management team, which we cherish and value from the bottom of our hearts.

LISTING ARRANGEMENT:

Your Company continues to be listed on the Stock Exchange, Mumbai where the Companys Shares are being actively traded. The Company has paid Listing Fees for the period 2009-2010.

AUDITORS:

M/s. P V Dalai & Co. Chartered Accountants, (Firm Registration No. 102049W), Mumbai will retire at this meeting and being eligible offer themselves for re- appointment.

EMPLOYEES:

There are no employees drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975.

ACKNOWLEDGEMENTS:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.

By Order of the Board

For Swasti Vinayaka Synthetics Ltd.

Ramprasad Poddar

(Chairman)

Registered Office:

J-15, M.I.D.C.Tarapur,

Boisar, Dist. Thane,

Maharashtra - 401506.

Place: Mumbai Date: 31st May, 2010