Dear Members,
The Board of Directors ("Board") of Synthiko Foils Limited ("Company") with immense pleasure present their 40th Board's report on the business and operations of your Company for the financial year 2024-25. This Report is being presented along with the audited financial statements for the financial year ended March 31, 2025.
FINANCIAL HIGHLIGHTS
The financial summary on for the financial year ended March 31, 2025 and a comparison with the previous financial year is as follows:
The Financial Statements for the Financial Year ended March 31, 2025, forming part of this Annual Report, have been prepared in accordance with Ind AS notified under Section 133 of the Companies Act, 2013 ("the Act") and other relevant provisions of the Act.
NUMBER OF MEETINGS OF THE BOARD
The Company holds at least four Board Meetings in a year, one in each quarter. All the decisions and urgent matters approved by way of circular resolutions are placed and noted at the subsequent Board Meetings.
During the financial year under review, 7 (Seven) meetings of the Board were held on 30th May, 2024, 1st July, 2024, 14th August, 2024, 27th August, 2024, 14th November, 2024, 6th February, 2025 and 14th February, 2025.
STATE OF COMPANY'S AFFAIRS
During the year under review, the Company has achieved turnover of Rs. 211601.74 Thousand as against the turnover of Rs. 259226.30 thousand in the previous financial year. After deducting total expenditure aggregating to Rs. 208325.58 Thousand, the Company has earned profit after tax of Rs. 2411.28 Thousand as against profit of Rs. 2177.50 Thousand of the previous financial year.
THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES
The Company has not transferred any amount to any reserves.
MATERIAL CHANGES AND COMMITMENTS
During the year under review, an Extra-Ordinary General Meeting (EGM) was held on 11th March, 2025, wherein a Special Resolution was passed for the transfer of the manufacturing foils undertaking to Essef Foils And Packaging Private Limited. This transfer was carried out in accordance with the provisions of Regulation 37A and other applicable provisions of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations, 2015"), as well as
Section 180(1)(a) and other relevant provisions of the Companies Act, 2013, along with applicable rules and regulations framed thereunder (including any statutory modification(s), re-enactment(s), or amendment(s) in force at the time).
Further, on 2nd May, 2025, the Promoters of the Company executed a Share Transfer Agreement with Mr. Abhishek Narbaria and Mr. Umesh Kumar Sahay for the transfer of 9,09,703 equity shares, representing 52.28% of the total equity and voting capital of the Company. Pursuant to this transaction, an Open Offer is being made by the Acquirers in accordance with Regulations 3(1) and 3(4) of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended ("SEBI (SAST) Regulations").
The Draft Letter of Offer and Letter of Offer are being filed by the Acquirers with the Stock Exchange and SEBI, and the Draft Letter of Offer has been approved by SEBI on 28th August, 2025.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans, Investments and Guarantees, covered under the provisions of Section 186 of the Act are given in the note no. 5 and 9 of the Financial Statements.
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk Management Policy.
Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.
The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee.
In the opinion of the Board, there are no elements of risks threatening the existence of the Company.
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business carried on by the Company during the financial year ended on March 31, 2025.
CAPITAL STRUCTURE
Authorized Share Capital
The authorized share capital of the Company as of March 31, 2025, stood at Rs. 1,00,00,000 (Rupees One Crores only), divided into 20,00,000 (Twenty Lakhs) equity shares of Rs. 5 (Rupees five only) each.
Paid-up Share Capital
The paid-up share capital of the Company as of March 31, 2025, stood at Rs. 87,00,000 (Rupees Eighty Seven Lakhs only), divided into 17,40,000 (Sventeen Lakhs Fourty Thousand) equity shares of Rs. 5 (Rupees Two only) each.
SHARE WARRANTS
As on March 31, 2025, there were no outstanding share warrants of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNELS
The Composition of Board as on March 31, 2025, was as under:
There were following changes in the Composition of Directorship from the closure of financial year and up to the date of this report.
Mr. Nirav Paresh Shah (DIN: 10570698) resigned as Non-Executive Independent Director w.e.f 8th August, 2025 due to personal reasons.
Mrs. Sheetal Dadhia (DIN:07144050) Non-Executive Women Director resigned w.e.f 8th August, 2025 due to_ personal reasons.
Mr. Sunil Dhoot, Company Secretary & Compliance Officer of the Company, resigned with effect from 10th April, 2024. Subsequently, the Board of Directors in its meeting held on 1st July, 2024, appointed Mrs. Mamta Lasod as the Company Secretary & Compliance Officer with effect from the same date.
However, Mrs. Mamta Lasod has tendered her resignation and ceased to be the Company Secretary & Compliance Officer of the Company with effect from 8th August, 2025.
The Board of Directors, at its meeting held on 18th June, 2025, appointed Mr. Tarun Dinesh Awal (DIN: 01425732) and Mrs. Gayathri Srinivasan Iyer (DIN: 09054785) as Additional Independent Directors of the Company with effect from the same date. They shall hold office up to the date of the ensuing Annual General Meeting or the last date on which the Annual General Meeting for the financial year 2024 2025 is required to be held, whichever is earlier. Both appointees are eligible for appointment under the relevant provisions of the Companies Act, 2013. It is proposed to regularise their appointment as Independent Directors of the Company for a term of five (5) consecutive years commencing from 18th June, 2025, at the forthcoming Annual General Meeting.
Further, the Board also appointed Mr. Umesh Kumar Sahay (DIN: 01733060) and Mr. Nikhil Dilipbhai Bhuta (DIN: 02111646) as Additional Non-Executive, Non-Independent Directors of the Company with effect from 18th June, 2025. They too shall hold office up to the date of the ensuing Annual General Meeting or the last date on which the Annual General Meeting for the financial year 2024 2025 is required to be held, whichever is earlier. Being eligible under the applicable provisions of the Companies Act, 2013, it is proposed to regularise their appointment as Non-Executive Directors of the Company with effect from 18th June, 2025, at the forthcoming Annual General Meeting.
The Board of Directors, at its meeting held on 18th June, 2025, appointed Mr. Abhishek Narbaria (DIN: 01873087) as an Additional Executive Director of the Company with effect from the same date. He shall hold office up to the date of the ensuing Annual General Meeting or the last date on which the Annual General Meeting for the financial year 2024 2025 is required to be held, whichever is earlier. Mr. Narbaria is eligible for appointment under the applicable provisions of the Companies Act, 2013, and it is proposed to regularise his appointment as the Managing Director of the Company for a term of five (5) years commencing from 18th June, 2025, at the forthcoming Annual General Meeting.
Mr. Ramesh Dadhia (DIN: 00726044) Managing Director and Chief Financial Officer of the Company vide resignation letter dated August 30, 2025 had resigned with effect from the closure of business hours on August 30, 2025 due to change in control and open offer approval by Securities and Exchange Board of India (SEBI).
Mr. Bhavesh Ramesh Dadhia (DIN: 00726076) Whole-Time Director and Chief Executive Officer of the Company vide resignation letter dated August 30, 2025 had resigned with effect from the closure of business hours on August 30, 2025 due to change in control and open offer approval by Securities and Exchange Board of India (SEBI).
In the opinion of the Board, all the directors possess the requisite qualifications, experience, expertise, proficiency and hold high standards of integrity. Further, all the Directors of the Company have also given declaration that they are not disqualified from holding the office of Director by virtue of any SEBI Order or any other such authority.
DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 and, as such, no amount of principal or interest on public deposits was outstanding as of the Balance Sheet date.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
During the year under review, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has put in place adequate internal financial controls with reference to Financial Statements. It has laid down certain guidelines, policies, processes and structures which are commensurate with the nature, size, complexity of operations and the business processes followed by the Company. These controls enable and ensure the systematic and efficient conduct of the Company's business, protection of assets, prevention and detection of frauds and errors and the accuracy and completeness of the accounting and financial records. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints, redressal for the benefits of its employees. There were no complaints filed against any of the employees of the Company under this Act.
During the period under review, no complaints were received from employees in this regard.
A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961
The Company affirms that it is fully compliant with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments thereof.
During the financial year ended March 31, 2025, the provisions of the Act were applicable to the Company; however, no instances arose wherein maternity benefits were availed by any woman employee of the Company as the Company does not have any female Employee.
The Company remains committed to providing a safe, inclusive, and supportive work environment for all employees, in line with applicable laws and best practices.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR
There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other courts as on March 31, 2025.
DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There was no instance of one-time settlement with any Bank or Financial Institution, during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The Company has not entered into any related party transactions as provided in sub-section (1) of section 188 of the Companies Act, 2013 which are not in its ordinary course of business or not on arm's length basis.
Hence, in accordance with proviso four of sub-section (1) of section 188 of the Companies Act, 2013, the sub-section (1) of section 188 of the Companies Act, 2013 is not applicable to our Company.
The policy on Related Party Transactions is uploaded on the Company's website i.e. www.synthikofoilsltd.com
DIVIDEND
The Board of Directors of the Company, keeping in view the current financial position, has decided not to recommend any dividend for the Financial Year ended March 31, 2025.
ANNUAL RETURN
In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft Annual Return of the Company is available on the Company's website www.synthikofoilsltd.com
PARTICULARS OF EMPLOYEE AND RELATED DISCLOSURES
The relations between Company and its employees being cordial and no instance of any Industrial Dispute reported during the year 2024-25. During the Financial Year the Company does not have any employee who was drawing remuneration required to be disclosed pursuant to the Section 197 of Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
PARTICULARS OF REMUNERATION
In terms of provision of section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing particulars of remuneration have been provided in Annexure-I, however as there are no employees drawing remuneration in excess of the prescribed limits. The information as required the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of the Report. However, having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report including the aforesaid information is being sent to the Members of the Company.
The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2024-25, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are mentioned in Annexure I.
AUDITORS
Statutory Auditor
Pursuant to the provisions of Section 139 of the Act the members at the 37th (Thirty-Seven) Annual General Meeting (‘AGM'), appointed M/s. S C Mehra & Associates, Chartered Accountants, having FRN 106156W as Statutory Auditors of the Company to hold office for their first term of 3 (Three) consecutive years commencing from the conclusion of 37th (Thirty-Seven) AGM till the conclusion ensuing AGM to be held in the financial year 2025.
It is proposed to appoint M/s. Mehra Goel and Company, Chartered Accountants (Firm Registration No. 000517N), Delhi, as the Statutory Auditors of the Company for a term of five years from the conclusion of the 40th Annual General Meeting till the conclusion of the 45th Annual General Meeting of the Company to be held in year 2030.
Secretarial Auditor
M/s HSPN & Associates LLP, Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the Financial Year 2024-25, as required under Section 204 of the Act and Rules framed thereunder. The Secretarial Audit Report for the Financial Year 2024-25 forms part of this report as
Annexure-II.
EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY STATUTORY AUDITOR IN ITS REPORT
The Statutory Auditors' Report for the financial year ended March 31, 2025 does not contain any qualification, reservation, or adverse remark. The report is enclosed with the financial statements in the Integrated Annual Report.
EXPLANATION OR COMMENT BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY COMPANY SECRETARY IN PRACTICE IN ITS SECRETARIAL AUDIT REPORT
Point-wise explanation or comment on qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor in its report is as follows:
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the period under review, none of the auditors, viz. Statutory Auditors and Secretarial Auditors have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed by or against the Company by its officers or employees, the details of which would require the disclosure in the Board's Report.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received the necessary declaration from each Independent Directors under Section 149(7) of the Act, that he/ she meets the criteria of independence as laid down under Section 149(6) of the Act and under the Listing Regulations.
The Company has received requisite declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations.
Further, the Board members are satisfied with regard to integrity, expertise, experience and proficiency of the Independent Directors of the Company.
The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same.
VIGIL MECHANISM AND WHISTLE-BLOWER POLICY
The Company has formulated an effective Whistle Blower Mechanism and a policy that lays down the process for raising concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Ethics & Conduct.
Your Company hereby affirms that no Director/Employee has been denied access to the Chairperson of the Audit Committee. Further, no complaint was received through the said mechanism during the year under review.
The copy of Vigil Mechanism/Whistle Blower Policy is hosted on the website of the Company- www.synthikofoilsltd.com
COMPLIANCE OF THE SECRETARIAL STANDARDS
During the period under review, the Company has complied with the applicable provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs in terms of the provisions of Section 118 of the Act.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Board has adopted the Nomination and Remuneration Policy of the Company pursuant to the provisions of Section 178(3) of the Act and the Listing Regulations. The Policy includes laying down criteria for identifying persons who are qualified to become Directors, Key Managerial Personnel (‘KMP'), Senior Management Personnel and Other Employees of the Company, laying down criteria to carry out evaluation of every Director's performance, determining the composition and level of remuneration, including reward linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMPs, Senior Management Personnel and Other Employees to work towards the long term growth and success of the Company.
The Nomination and Remuneration Policy of the Company is available on the Company's website- www.synthikofoilsltd.com
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
CONSERVATION OF ENERGY:
The Company has implemented system of optimum of Energy and its conservation. The old machineries were timely replaced with new machineries to get optimum productions and wastage of power and to get the optimum ratio for inputs.
RESEARCH AND DEVELOPMENT (R&D):
The Company's core strategy for Research and Developments pertains to the Research of new designs with added values to serve the consumers with the requirements. The products research is conducted in phased manner during the year to introduce new designs and product ranges for betterment of the consumer market. The expenditure towards Research and Developments were not significant to report.
FUTURE PLANS FOR RESEARCH AND DEVELOPMENTS:
The activities of research and Developments are on ongoing process where the production patterns and products designs need updation from time to time to sustain in the competitive market. The future plan for Research and Development of new product applications with the variety range of innovation in design.
TECHNOLOGY ABSORPTION:
The production technologies of the company pertain to heat and press lamination wherein heat is applied to the surface of aluminum foil for lamination with LDPE. The other product is coating and printing wherein resin coating is done on aluminum foil and printing is done as per customer's design. The technology applied is in line with current industry practices. The technological updation is an integral part of the business to get better products.
Foreign exchange earnings and Outgo-
With regard to foreign exchange earnings and outgo for the current year 2024-25 the position is as under:
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since the provisions of section 135 of the Companies Act, 2013 is not applicable to the Company. Therefore, Company has not developed and implemented policy on Corporate Social Responsibility.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company; hence, provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.
OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTOR
In the opinion of the Board, all the Independent Directors, including Independent Directors appointed during the year, if any, are persons of integrity and have expertise and experience in relevant field.
Further, all the independent directors have cleared proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.
ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board has adopted a formal mechanism for evaluating its performance and as well as of its committees and individual Directors, including the Chairperson of the Board. The detailed process of annual evaluation of the performance of the Board, its chairperson, its committees and of individual Directors has been made available in the Corporate Governance Report forming an integral part of this
Board's Report.
MAINTAINANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.
COMMITTEES OF THE BOARD
The Board of Directors have constituted the following committees,
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
DISCLOSURE OF COMPOSITIONOF COMMITTEES:
a. Audit Committee comprises of following members
b. Nomination and Remuneration Committee comprises of following members:
c. Stakeholders Relationship Committee comprises of following members:
MEETING OF COMMITTEES OF BOARD
DIRECTOR'S RESPONSIBILITY STATEMENT
In accordance with the provisions of sub-section (5) of section 134 of the Companies Act, 2013 the Board hereby state that-
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate counting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE REPORT
As per Regulation 15(2) of SEBI Listing Regulations compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and clause (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and Para C, D, and E of Schedule V shall not apply to the Company having Paid up Equity Share Capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year. The Company is covered under the exception given under Regulation 15(2) of SEBI Listing Regulations therefore Company is not required to comply with the said provisions.
DECLARATION AFFIRMING COMPLIANCE OF CODE OF CONDUCT
Commitment to ethical and professional conduct is fundamental for all employees of the Company, including the Board of Directors and Senior Management Personnel. This Code of Conduct is designed to provide a framework for ethical decision-making and to guide professional behaviour across all levels of the organization.
The Code emphasizes that every individual must be fully aware of, and comply with, applicable laws and regulations, uphold the highest standards of integrity, express professional opinions responsibly, and maintain corporate discipline at all times. Furthermore, the duties and responsibilities of Directors, including those prescribed for Independent Directors under the Companies Act, 2013, are an integral part of this Code.
All members of the Board and Senior Management Personnel are required to affirm their compliance with the Code of Conduct on an annual basis.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis pursuant to Part B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as Annexure-III and forms part of the Annual Report.
ACKNOWLEDGEMENTS
Your directors would like to express their sincere appreciation to its Members, financial institutions, bankers and business associates, Government authorities, customers and vendors for their co- operation and support and looks forward to their continued support in future. Your directors also place on record, their deep sense of appreciation for the committed services by the employees of the Company.
On Behalf of the Board of Directors
For Synthiko Foils Limited