Shree Rajasthan Syntex Ltd Directors Report

To

The Members,

Shree Rajasthan Syntex Limited

Your directors have pleasure in presenting the 44^th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended on 31^st March, 2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The Companys financial summary and highlights are summarized below: -

(Rs. in Lakhs)

Particulars	Financial Year
	31st March, 2024	31st March, 2023
Revenue from operations	2,529	5,164
Other Income	1,206	114
Total Revenue (A)	3,735	5,278
Expenses: -
Cost of materials consumed	751	822
Purchase of Stock-in-trade	277	1,003
Changes in inventories of finished goods, Work in progress and stock-in-trade	3	60
Employees benefit expenses	777	1,070
Finance Costs	168	2,129
Depreciation and Amortization expenses	191	2,037
Other Expenses	1,580	2,466
Total Expenses (B)	3,748	9,587
Profit/(loss) before exceptional items and tax (A) - (B)	(13)	(4,309)
Exceptional items (gain)	11,228	(13)
Profit / (Loss) before tax	11,216	(4,322)
Less: Tax expense	-	7
Profit / (Loss) for the period	11,216	(4,329)
Other comprehensive Income (Net of Tax)	72	(13)
Total Comprehensive Income for the period (Comprising profit after tax and other comprehensive income after tax for the period)	11,288	(4,342)

2. FINANCIAL PERFORMANCE

During the year under review the Company had in its profitability. There was a profit during the year amounting to Rs. 11,288 Lakhs as compared to loss of Rs. 4,342 Lakhs in previous year. The total revenue of the company was Rs. 3,735 Lakhs as compared to Rs. 5,278 Lakhs of previous year.

Your Directors and Management along with the entire team is taking all possible action to ensure that we are able to sustain our financial productivity and business operational developments inspite of all adverse external conditions and competition.

3. STATE OF THE COMPANYS AFFAIR

The business operations of the company during the year under review continues to be adversely affected.

The Company produced 2709.18 M.T of yarn valuing Rs. 2525.65 Lakhs during the period under review as against 5011.92 M.T of yarn valuing Rs. 5103.54 Lakhs produced during the last year. During the year, there were no exports.

The state of the Companys affairs and performance of the Company is analyzed in detail in the Management Discussions and Analysis Report annexed to this report as Annexure-5.

4. SHARE CAPITAL

The Authorised Share Capital as on 31^st March, 2024 was Rs. 28,50,00,000/- divided into 2,85,00,000 Equity Shares of Rs. 10/- each and Rs. 6,00,00,000 /- divided into 6,00,000 Preference Shares of Rs.100/- each of the company.

The Paid-up share capital as on 31^st March, 2024 was Rs. 28,01,23,010/- divided into 2,80,12,301 Equity Shares of Rs. 10/- each of the company.

1,70,000 non-convertible cumulative redeemable preference shares of Rs. 100 each issued @ 11% is classified as financial liability.

Increase in Paid-Up Share Capital:

The Paid-up Share Capital of the Company was increased from Rs. 13,70,23,010/- to Rs. 28,01,23,010/- during the year:

a. The company has issued and allotted 74,50,000 (Seventy-Four Lakhs Fifty Thousand) Equity shares of face value of Rs. 10/- each of the company on preferential basis for consideration at cash at a price of Rs. 10/- each.

b. The company has also Allotted 68,60,000 (Sixty-Eight Lakhs Sixty Thousand) equity shares on preferential basis against conversion of existing unsecured loan of the promoter group of the company, having face value of ^ 10/- (Rupees Ten only) each at a price of Rs. 10/- each.

5. LISTING INFORMATION

The Equity Shares in the Company are continued to be listed with BSE Platform and in dematerialized form. The ISIN No. of the Company is INE796C01011.

6. DIVIDEND

In order to conserve the resources for future business requirements, your directors do not recommend dividend for the year under review. Your Companys policy on Dividend Distribution is available at https://www.srsl.in/index.html

7. TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves for the year under review.

8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013 read with The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (Rules), the dividends, unclaimed for a consecutive period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to IEPF. Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory Authority restraining such transfer) pertaining to which dividend remains unclaimed for a period of continuous seven years from the date of transfer of the dividend to the unpaid dividend account are also mandatorily required to be transferred to the IEPF established by the Central Government.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an electronic application in e-form IEPF-5. Upon submitting a duly completed form, Shareholders are required to take a print of the same and send physical copy duly signed along with requisite documents as specified in the form to the attention of the Nodal Officer, at the Registered Office of the Company. The e-form can be downloaded from the website of Ministry of Corporate Affairs www.iepf.gov.in.

Shareholders are requested to get in touch with the RTA for encashing the unclaimed dividend/interest/principal amount, if any, standing to the credit of their account.

The details of unpaid / unclaimed dividend and their respective shares transferred by the Company to IEPF are available at the website of the Company at http://www.srsl.in/documents/LIST_OF_SHAREHOLDERS_IEPF.pdf and http://www.srsl.in/documents/LIST-OF-SHAREHOLDERS-DIVIDEND-TRANSFERRED--(IEPF).pdf During the year, no amount of unclaimed dividend has been transferred to IEPF.

8. DEPOSITS FROM PUBLIC

The Company, during the year, has not invited/ accepted any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013, and the rules framed there under, as amended from

time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

However, during the financial year the Company has borrowed money(ies) from Directors of the Company in pursuant to Rule 2(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, amended from time to time, and said amount is not being given out of funds acquired by him/them by borrowing or accepting loans or deposits from others.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 ("the Act") form part of the Notes to the financial statements provided in this Integrated Annual Report.

10. CHANGE IN THE DIRECTORS AND KEY MANAGERIAL PERSONNEL (A) Retirement by rotation

In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder and the Companys Articles of Association, none of the directors is liable to retire by rotation at the 44^th AGM as both the directors liable for rotation are liable for re-appointment in this ensuing annual general meeting.

As on the date of this report, the Company has the following Board of Directors (BODs) as per Section 2(10) and Section 149(1) of the Act and Regulation 17 of the SEBI (LODR) 2015:

S. No Name of the Director	DIN	Designation
1 Anubhav Ladia	00168312	Whole Time Director & Chief Financial Officer
2 Vikas Ladia	00256289	Managing Director & Chief Executive Officer
3 Sandeep Kumar Jain	01116047	Independent Director
4 Manju Datta	09010395	Independent Director
5 Rajiv Sharma (Appointed w.e.f 01st April 2024)	01342224	Independent Director
6 Narendra Nath Agrawala (Retired w.e.f 31st March 2024)	00168211	Independent Director

Mr. Rahul Bolia (A62766), Company Secretary has been appointed as a Company Secretary and Compliance Officer of the company with effect from 06^th January 2024 in place of Ms. Prinkle Talesara (A60017) who resigned with effect from 16^th October 2023.

Mr. Narendra Nath Agrawala (DIN 00168211) has retired from the company w. e. f. 31/03/2024 after completion of his term of 10 years.

Mr. Anubhav Ladia has been designated as Chief Financial Officer of the company w.e.f. 25^th October, 2023 in place of Mr. Prahlad Bilochi who resigned w.e.f. 08^th September, 2023.

Further, there is no change in the Board of Directors.

10. MEETINGS OF THE BOARD

The Board of Directors met ten times during the financial year 2023-24, i.e. 27^th May, 2023, 10^th August, 2023, 02^nd September, 2023, 04^th October, 2023, 25^th October, 2023, 06^th January, 2024, 13^th February, 2024, 19^th March 2024, 21^st March 2024 and 30^th March 2024. Frequency and quorum at these meetings and the intervening gap between any two meetings were in conformity with the provisions of the Act, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standards issued by The Institute of Company Secretaries of India ("Secretarial Standards"). The Secretarial Standards are adhered to by the Company. For further details, please refer report on Corporate Governance annexed to this report as Annexure-6.

11. COMMITTEES OF BOARD OF DIRECTORS

As on 31^st March, 2024, the Board have 4 Committees, namely, the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee and the Sub-Committee. However the Subcommittee was dissolved during the year. A detailed note on the Composition of the Board and its Committees and other relevant details are provided in the report on Corporate Governance annexed to this report as Annexure-6.

12. FORMAL ANNUAL EVALUATION

The evaluation/assessment of the Directors and KMPs of the Company is to be conducted on an annual basis to satisfy the requirements of the Act and Listing Regulations. The Company is having a Policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for their performance evaluation. The said criteria provide certain parameters like Attendance, Availability, Time spent, Preparedness, Active participation, Analysis, Objective discussions, Probing and testing assumptions, Industry and Business knowledge, Functional expertise, Corporate Governance, Development of Strategy and Long Term Plans, Inputs in strength area, Directors obligation and discharge of responsibilities, Quality and value of contributions and Relationship with other Board Members etc. which is in compliance with applicable laws, regulations and guidelines.

During the year under review, a separate mechanism was carried out by the Board, internally at the time of meeting itself, for formal annual evaluation of its own performance and that of its committees and individual directors, including the Chairman of the Board, on parameters as mentioned above. Performance evaluation of Independent Directors was carried out by the entire Board and of all the Directors individually was also carried out by Nomination and Remuneration Committee in their meeting. Performance evaluation of the Chairman and non independent directors was also carried out in the Meeting of Independent Directors separately.

13. NOMINATION AND REMUNERATION POLICY

The Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters, etc. is available on the website of the Company at http://www.srsl.in/documents/NOMINATION_AND_REMUNERATION_POLICY.pdf

The policy briefly includes: -

1. Appointment/re-appointment Criteria and Qualifications of Director, KMPs, SMPs and other employees as may be decided by the Board of Directors

2. Term / Tenure of Director, KMPs, SMPs

3. Familiarization programme for Independent Directors

4. Criteria for evaluation

5. Removal and Retirement of Directors, KMPs, SMPs

6. Provisions relating to remuneration of Director, KMPs, SMPs

7. Policy on Board Diversity

There is no change in the Policy during the Financial Year 2023-2024.

14. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and Regulation 16 (b) of Listing Regulations, compliance of code of conduct as per Schedule IV of the Act and the Independent Directors are independent of the management. As mandated by the Ministry of Corporate Affairs, they have also completed their registration on the databank of Independent Directors created by MCA and Indian Institute of Corporate Affairs.

15. AUDITORS AND AUDIT REPORTS

I. Statutory Auditors and Audit Report

M/s. Doogar & Associates, Chartered Accountants (Firm Registration No.000561N), New Delhi was appointed as the Statutory Auditors of the Company to hold office for a second term of five years from the conclusion of the 42^nd AGM of the Company held on 9^th September, 2022, till the conclusion of the 47^th AGM to be held in year 2027. The requirement for the annual ratification of auditors appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.

As required under the provisions of Section 139(1) of the Companies Act, 2013, the company has obtained a written certificate from the above-mentioned Auditor to the effect that they confirm with the limits specified in the said Section and they have also given their peer review certificate and eligibility certificate stating that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013.

The Audit Report on the Financial Statements for the financial year 2023-24 does not contain any qualifications, reservations or adverse remarks except mentioned below. The observations made by the Auditors are self explanatory and have been dealt with, in Independent Audit Report. The Notes to Financial Statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

1. As stated in Note No. 41 to the financial statements, the company has already implemented the NCLT order in the books of accounts, but one of the secured financial creditors (Bank of Baroda) has filed an appeal before the honourable National Company Law Appellate Tribunal (NCLAT), New Delhi praying for reversal of the PPIRP NCLT Order. The company expects a favourable outcome in this regard.

2. As indicated in Note 40, the Company is involved in various litigations and claims. This risk of litigations and claims would have a significant financial impact if the potential exposures were to materialize. The amounts of claims may be significant and estimates of the amounts of provisions or contingent liabilities are subject to significant management judgement. This matter has been determined to be a key matter, since the aforementioned cases requires significant judgements by management, including that obtained from its legal advisors.

II. Cost Auditors and Cost Audit Report

In terms of Section 148 of the Act read with rule 3 of the Companies (Cost Records and Audit) Rules, 2014 the Company is required to maintain cost records for Textile business. The accounts and records are made and maintained accordingly by the Company.

M/s. K.G. Goyal & Co., Cost Accountants, (Firm Registration No.000017), Jaipur was appointed as Cost Auditors of the Company for conducting the Audit of cost records maintained by the Company for the financial year 2023-24. The Cost Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.

Further, the Board of Directors has approved the re-appointment of M/s. K. G. Goyal & Co., Cost Accountants (Firm Registration No.000017), Jaipur as Cost Auditors for conducting the Audit of the cost records maintained by the Company for the financial year 2023-24. The remuneration proposed to be paid to them requires ratification by the shareholders of the Company in this AGM. In view of this, the Board of Directors recommends a remuneration of Rs. 20,000/- (Rupees Twenty Thousand Only) plus applicable GST and reimbursement of traveling expenses and out of pocket expenses (at actual) to the Cost Auditors to be ratified by the shareholders at the 44^th AGM.

III. Secretarial Auditors and Secretarial Audit Report

M/s. Himanshu SK Gupta & Associates, Company Secretaries (CP No. 22596 and Peer Review No. 1943/2022), Ahmedabad were appointed as Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report for the financial year 2023-24, in form MR-3, is annexed to this report as Annexure- 1. Further, the Company has undertaken an audit for the financial year 2023-24 under Regulation 24A of Listing Regulations. The Annual Secretarial Compliance Report has been submitted to the stock exchange within prescribed timelines for the financial year 2023-24.

Further, the Board of Directors has approved the appointment of M/s. Himanshu SK Gupta & Associates, Company Secretaries (CP No. 22596 and Peer Review No. 1943/2022), Ahmedabad as Secretarial Auditors for conducting the Secretarial Audit of the Company for the financial year 2024-25.

IV. Internal Auditors and Internal Audit Report

M/s. K.G. Bhatia & Co., Chartered Accountants (Firm Registration No. 010370C), Udaipur were appointed as Internal Auditor of the Company for conducting Internal Audit for the financial year 2023-24. The Internal Audit Reports were received quarterly by the Company and the same were reviewed by the Audit Committee and Board of Directors for each quarter.

Further, the Board of Directors has approved the appointment of M/s. K.G. Bhatia & Co., Chartered Accountants (Firm Registration No.-010370C), Udaipur as Internal Auditor for conducting the Internal Audit of the Company for the five financial years w.e.f 2024-25 to 2028-29.

16. REPORTING OF FRAUDS BY AUDITORS

During the period under review, neither the internal auditors nor statutory auditors nor the secretarial auditors nor cost auditors reported to the Audit Committee, under section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in

the Boards Report.

17. RISK MANAGEMENT POLICY

The Company operates in conditions where economic, environment and social risk are inherent to its businesses. In managing risk, it is the Companys practice to take advantage of potential opportunities while managing potential adverse effects. In line with Listing Regulations and as per the requirement of Section 134(3)(n) of the Act read with the rules made thereunder, as amended, the Board has already framed a comprehensive Risk Management Policy to oversee the mitigation plan including identification of element of risk, for the risk faced by the company, which in the opinion of the Board may threaten the existence of the Company. The object of the policy is to make an effective risk management system to ensure the long-term viability of the companys business operations. During the year under review, the same was reviewed half yearly by Audit Committee of the Company. The risk management plan comprised of the following 5 steps:

1. Identification of risk

2. Defining the risk in detail

3. Analyzing the risk

4. Evaluating various aspects linked to the risk

5. Treatment of risk

18. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the directors and employees are free to report violations of law, rules, regulations or unethical conduct, actual or suspected fraud to their immediate supervisor or provide direct access to the Chairman of the Audit Committee in exceptional cases or such other persons as may be notified by the Board. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The Whistle Blower Policy of the Company is also available on the website of the Company at http://srsl.in/documents/WHISTLE-BLOWER-POLICY.pdf . During the year, no whistle blower event was reported and the mechanism is functioning well. Further, no personnel has been denied access to the Audit Committee. The details of the whistle blower policy/vigil mechanism is given in the report on Corporate Governance annexed to this report as Annexure-6.

19. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Company has constituted Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for reporting and conducting inquiry into the complaints made by the victim on the harassment at the work place. The following is a summary of Sexual Harassment Complaints received and disposed off during the financial year 2023-24: -

a. ) Number of Complaints pending at the beginning of the year: NIL

b. ) Number of Complaints received during the year: NIL

c. ) Number of Complaints disposed off during the year: NA

d. ) Number of Complaints pending at the end of the year: NIL

The details of Sexual Harassment Complaints received and disposed off during the financial year 2023-24 are given in the report on Corporate Governance annexed to this report as Annexure-6.

20. SOCIAL OBLIGATIONS

The provisions of Section 135 of the Act relating to Corporate Social Responsibility are not applicable to the Company. However, the Company has generally taken corporate social responsibility initiatives. The Company made efforts for the betterment and upliftment of the living standards of Scheduled Castes and Scheduled Tribes dwelling in the adjoining areas of Dungarpur by providing them training and employment.

21. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Company has placed a copy of the Annual Return as on 31^st March, 2024 on the Companys website on https://srsl.in/ by virtue of amendment to Section 92(3) of the Companies Act, 2013 and pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Contracts/ arrangements/ transactions that were entered by the Company during the financial year 2023-24 are done on Arms length basis. Disclosure of particulars of contract/arrangements entered into by the company with Related Parties referred to in sub-section (1) of section 188 of the Act (in Form No. AOC -2) is annexed to this report as Annexure-2. The related party transaction policy is available on the website of the company at the link http://www.srsl.in/documents/Signed%20RPT%20Policy.pdf

23. PARTICULARS OF THE EMPLOYEES

Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a detailed statement is annexed to this report as Annexure-3.

Further, with respect to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the names of the top ten employees in terms of remuneration drawn are listed below:

Sl. No Name of the Employee	Designation of the Employee	Remuneration received (Rs.)	Nature of employment whether contractual or otherwise	Qualification s and experience of the employee	Date of Commencement of employment	The age of such employees (years) as on 31st March 2024	The last employment held by such employee before joining the company	The % of equity shares held by the employee in the company within the meaning of clause (iii) of sub rule (2) above
1. Mr. Suresh Chandra Joshi	Vice President (PA & IR)	14,91,880	Permanent	M.A. (Economics), P.G. Diploma in Labour Law, Labour Welfare and Personnel Management & L.L.B. Exp.- 36 years	18/06/2015	64 Years	RSWM Ltd.	0.00
2. Mr. Vinod Kumar Ladia	Vice President (Marketing)	16,02,356	Permanent	B. E.(Textile Engineering), MBA-IIM, Ahmedabad Exp- 54 Years	15/11/1979	78 Years	J. K. Synthetic s Limited (19681979	3.17%
3. Mr. Kameshwa r Roy	Chief Engineer	7,48,540	Permanent	Polytechnic Diploma in Mechanical Exp.- 35 years	01/08/2011	60 Years	Punsumi India Ltd. Bhiwadi	0.00

 

4. Mr. Narayan Lal Malpani	G.M.(Materia ls)	7,01,400	Permanent	B.Com Exp.- 40 Years	26/06/2017	65 years	Shayona Cement Corp, Malavi (Central Africa)	0.00
5. Mrs. Monika Ladia #	Special Executive	3,94,440	Permanent	B.E. (Chemical) From Sikkim Manipal University Exp- 25 Years	01/04/1998	52 Years		0.12
6. Mr. Sunil Thapliyal	Sr. Manager - R & D	4,85,480		MSC, Deploma in Textile Exp.- 42 Years	01/11/2011	64 years	Shayona Cement Corp, Malavi (Central Africa	0.00
7. Mr Harish Ajmera	Manager Accounts	5,03,520	Permanent	M.Com More than 30 years	01.01.1997	54 years	Ruchi Soya Ltd.	0.00
8. Mr Alankar Tomar	Manager IT	4,66,580	Permanent	BCA, MCA	05.11.2016	57 years	Banswar a Syntex	0.00
9. Mr Sunil Thapliyal	Sr. Manager R &D	4,85,480	Permanent	M.Sc., Diploma in textile	01.11.2011	66 years	SHAYON A Cement	0.00
10. Mr. P S Chundawa t	Manager	4,49,748	Permanent	M.A.	09.12.1997	59 years	Rajastha n Petro	0.00

*None of the aforesaid employee (except Mrs. Monika Ladia and Mr. Vinof Ladia) is a relative of any director or manager of the Company.

# Mrs. Monika Ladia is a wife of Mr. Vikas Ladia (Managing Director and CEO) and Sister-in-Law of Mr. Anubhav Ladia (Whole Time Director) of the company.

# Mr. Vinod Ladia is a father of Mr. Vikas Ladia and Mr. Anubhav Ladia.

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

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations.

Pursuant to Section 134 (3)(m) of the Act read with rule 8(3) of The Companies (Accounts) Rules, 2014, relevant details of conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed to this report as Annexure -4.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the operations of the company are reviewed in detail in the Management Discussion and Analysis Report which is annexed to this report as Annexure -5.

26. CORPORATE GOVERNANCE

Your Company is compliant with the norms on Corporate Governance as provided in the Listing Regulations. The Report on Corporate Governance for financial year 2023-24 is annexed to this report as Annexure -6 along with the certificate on compliance of conditions of corporate governance issued by M/s. Himanshu SK Gupta & Associates, Secretarial Auditor.

27. OTHER COMPLIANCES

27.1 Material changes and commitments, if any, affecting 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: There were no material changes and commitments which occurred after the close of

the year till the date of this report, which may affect the financial position of the Company.

27.2 Significant and material orders: Please refer note 40 to the Financial Statements.

27.3 Details in respect of adequacy of internal financial controls: For detailed discussion with reference to adequacy of internal financial controls, please refer to Management Discussion and Analysis Report annexed to this report as Annexure-5.

27.4 Disclosure of Accounting Treatment in preparation of Financial Statements: The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS). The Ind AS are prescribed under section 133 of the Act, read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting Policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

27.5 Details of Subsidiary/ Joint Ventures / Associate Companies / and its Performance: Your company has no Subsidiary / Joint Ventures / Associate Companies.

28. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:-

i. ) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. ) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

iii. ) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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;

v. ) 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

vi. ) 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.

29. Secretarial Standards

The Company has adhered to applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meeting of the Board of Directors and General Meetings.

30. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

Bank of Baroda, a financial creditor, had filed an application under Section 7 of Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal - Jaipur Bench ("NCLT, Jaipur") alleging default in payment of their Bank Loans and the same was intimated to the Company on 4^th May, 2022.

Vide the order of Honble NCLT, Jaipur bench on dated 22^nd August 2023 the Pre-Packaged Insolvency Resolution Process of the company duly completed. Furthermore, the payment schedule as per the order of Pre-Packaged Insolvency Resolution Process was also complied with by the company by February 2024 and is now complete.

However, one of the secured financial creditors (Bank of Baroda) has filed an appeal before the honorable National Company Law Appellate Tribunal (NCLAT), New Delhi praying for reversal of the PPIRP NCLT Order.

31. OTHER DISCLOSURES

Other disclosures with respect to Boards Report as required under the Act and the Rules notified thereunder are either NIL or NOT APPLICABLE.

32. ACKNOWLEDGMENT

Your directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Auditors, Customers, Suppliers, Share Transfer Agent and Regulatory Authorities and other stakeholders of the Company.

The Directors place on record their deep appreciation of the dedication of your Companys employees at all levels and look forward to their continued support in the future as well. Your directors are thankful to the shareholders for their continued patronage.

ANNEXURE- 1 Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Shree Rajasthan Syntex Ltd.

27-A, First Floor, Meera Nagar,

Housing Board Colony,

Udaipur - 313001 (Rajasthan)

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Shree Rajasthan Syntex Ltd. (hereinafter called "the Company"). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit and the explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2024 (Audit Period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996, and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999, and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment, and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act): -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue Of Capital and Disclosure Requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (Not applicable to the Company during the Audit Period);

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not applicable to the Company during the Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not applicable to the Company during the Audit Period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to the Company during the Audit Period); and

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

(vi) As confirmed by the management, there are no sector-specific laws that are applicable specifically to the company.

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India;

ii. The Listing Agreements entered into by the Company with BSE Limited.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

Note: Vide the order of Honble NCLT, Jaipur bench on dated 22nd August 2023 the Pre-Packaged Insolvency Resolution Process of the company was completed. Furthermore, the payment schedule as per the order of Pre-Packaged Insolvency Resolution Process was also complied with by the company by February 2024 and is now complete. However, one of the secured financial creditors (Bank of Baroda) has filed an appeal before the honorable National Company Law Appellate Tribunal (NCLAT), New Delhi praying for reversal of the PPIRP NCLT Order and the said matter is ongoing as on the last date of the review period.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance. Further, independent directors were present at Board Meetings which were called at shorter notice to transact business which were considered urgent by the management in compliance of Section 173(3) of the Act. A system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views, if any, are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the company has undertaken the following events/actions having a major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.:

1. Duly completed Pre-Packaged Insolvency Resolution Process of the company and the payment schedule as per the order of Pre-Packaged Insolvency Resolution Process is also complied with by the company;

2. Issue of Equity Shares upto 1,43,10,000 (One Crore Forty-Three Lakhs Ten Thousand) Equity Shares of Rs. 10/- each through preferential basis.

ANNEXURE- 2 Form No. AOC- 2

CONTRACTS & ARRANGEMENTS WITH THE RELATED PARTIES

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act,2013 and Rule 8(2) of the Companies

(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts /arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms-length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis:

There were no contracts or arrangements or transactions entered into by the company during the financial year ended 31^st March, 2024 which were not at arms length basis.

2. Details of material contracts or arrangement or transactions at arms length basis:

Particulars	Details	Details
Name(s) of the related party	Vinod Kumar Ladia	SRSL Educational Society
Nature of Relationship	Relative of Directors of the Company Mr. Vinod Kumar Ladia is father of Mr. Vikas Ladia and Mr. Anubhav Ladia	Directors of the Company are also Trustees of the Trust ( Mr Vikas Ladia and Mr Anubhav Ladia )
Nature of contracts/ arrangements/ transactions	Such related partys appointment to any office or place of profit in the company	SRSL Edu Society runs a School in Dungarpur called Dungarpur Public School. It requires accommodation for its Teaching staff. SRSL has given few Apartments on Rent to them ( in their staff colony )
Duration of the contracts / arrangements / transactions	Regular	Regular
Salient terms of the contracts or arrangements or transactions including the value, if any	Mr. Vinod Kumar Ladia has been appointed as Chairman Emeritus as being the founding member of the Company and on the basis of his vast experience, knowledge and wisdom in the Textile Industry at an Honorarium of Rs. 1 Lakh per month along with Other Facilities not exceeding Rs. 1.25 Lakh per month	Rs 3000 per year
Date(s) of approval by the Board	August 12, 2021	N.A.
Amount paid as advances, if any	NIL	NIL

PARTICULARS OF EMPLOYEES

Details under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year ended 31^st March, 2024.

i. the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24:-

Directors-
1. Mr. Vikas Ladia (MD & CEO)	: 26.78 : 1
2. Mr. Anubhav Ladia (WTD)	: 18.17 : 1
3. *Other Directors receive Sitting Fees only

ii. the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;-

1) Mr. Vikas Ladia (MD & CEO)	: 0.18%
2) Mr. Anubhav Ladia (WTD and CFO)	: 4.80%
3) Mr. Prahlad Bilochi (CFO)
(Resigned w.e.f. 08th September, 2023)	: 0.00
4) Ms. Prinkle Talesara (CS)
(Resigned w.e.f. 16th October 2023)	: 0.00
*Other Directors receive Sitting Fees only

iii. the percentage increase in the median remuneration of employees in the financial year : 0%

iv. the number of permanent employees on the rolls of Company : 53

v. average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

-Average increase in the remuneration of all employees excluding KMPs: 0 -Average increase in the remuneration of KMPs: 1.66%

-Justification: KMP salary increments are decided based on the Companys performance, individual performance, inflation, prevailing industry trends and benchmarks.

It is be and hereby affirmed that the remuneration is as per the remuneration policy of the Company.

Note: Employee data as on 31.03.2024 has been taken for consideration for the purpose of calculation.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

(i) the steps taken or impact on conservation of energy; In order to conserve energy, the company has taken various steps for efficient consumption of energy like use of synthetic tapes, light weight bobbins, soft starters, energy efficient motors, energy saving spindles etc.

(ii) the steps taken by the company for utilising alternate sources of energy; The Company is exploring renewal resources like bio fuel and is in active discussion with experts to start the Thermal Plant on such fuel.

(iii) the capital investment on energy conservation equipments; The Company has in the past made substantial investment on energy conservation while procurement of its equipments to ensure that the most effective energy cost is charged to the company. However, no such investment was made during the year.

B. TECHNOLOGY ABSORPTION

i. the efforts made towards technology absorption; Company has absorbed the technique of cleaning the yarn electronically and that of Splicing instead of knotting in finishing department. It has adopted sturdy drafting in speed frame and also replaced open type Flyers with closed type for achievement of higher speed in existing speed frames.

ii. the benefits derived like product improvement, cost reduction, product development or import substitution as result of the above: Company achieved higher productivity and improved yarn quality.

iii. In case of imported technology (imported during last 3 years reckoned from the beginning of the financial years): N/A

iv. Expenditure on R & D: NA

C. FOREIGN EXCHANGE EARNINGS & OUTGO.

The Company has not made any exports during the year.

Particulars	2023-24	2022-23
	(Rs. in Lakhs)	(Rs. in Lakhs)
1. Total foreign exchange used	0.00	0.00
2. Total foreign exchange earned	0.00	0.00