TO
THE MEMBERS OF
SYLVAN PLYBOARD (INDIA) LIMITED
The Directors are pleased to present the Twenty-Second Annual Report of the Company, along with the audited financial statements for the year ended March 31, 2024
01. FINANCIAL RESULT:
The highlights of the Company's financial performance for the year ended March 31, 2024, compared to the previous year, and are summarized below:
02. FINANCIAL PERFORMANCE:
During the financial year 2023-24, your Company achieved a total income of 22,487.50 lakhs, reflecting a significant increase of 12.92% from 19,915.32 lakhs in the previous year. The Profit Before Tax (PBT) for the year stood at 882.66 lakhs, marking an impressive growth of 91.50% compared to 460.91 lakhs in the previous year. The Net Profit After Tax (PAT) also improved to 609.43 lakhs, representing an increase of 72.72% from 352.85 lakhs in the prior year.
The Management remains optimistic about the future, with expectations of further profitability and enhanced performance in the coming years.
03. BRIEF DESCRIPTION OF THE STATE OF THE COMPANY'S AFFAIRS
Sylvan Plyboard (India) Limited stands as a leading entity in the manufacturing and trading of plywood, blockboard, flush doors and other similar engineered wood-products, under the esteemed brand name "Sylvan." Our products are strategically distributed through an extensive network of Authorized Dealers and Sub-Dealers, ensuring a broad and effective market reach. This robust distribution channel supports our commitment to delivering high-quality building solutions across diverse markets.
Our manufacturing capabilities encompass a diverse range of products, ensuring that we meet various customer needs effectively. These products include:
Plywood, Block Boards, & Flush Doors Veneer Sawn Timber
This breadth of offerings underlines our commitment to quality and versatility in serving the building and construction industries.
Strategically situated near the Kolkata Port Trust, our manufacturing facility enjoys the advantage of seamless import logistics, enhancing our operational efficiency. Designed to support an integrated production process, our facility enables all manufacturing activities to be conducted in-house. This minimizes dependence on external parties, ensuring cost efficiency and maintaining consistent quality across our extensive product range. Essential components of our manufacturing setup that enhance our operational capabilities include:
Multiple ponds for moisturizing timber logs and minimizing fire hazards
An in-house resin/glue production unit to ensure quality and reliability of adhesive materials A thermic fluid heater unit for precise temperature control during the manufacturing process A fully equipped laboratory for stringent quality control and product testing Advanced cutting and processing machinery for precise sizing and shaping of wood products Dust extraction systems to maintain a clean and safe working environment Automated stacking and sorting systems to improve efficiency and reduce manual labor
Adequate storage facilities for both raw materials and finished products to ensure product integrity and supply stability Continuous Press Technology to enhance the uniformity and durability of plywood sheets. These enhancements not only improve the operational aspects of the facility but also promote a commitment to safety, sustainability, and cutting-edge manufacturing practices.
Our extensive product portfolio encompasses over 12 varieties of plywood, available in thicknesses from 4 mm to 40 mm, which account for approximately 81.49% of our operational revenue. Our offerings range from high-end to more economical solutions, meeting the diverse needs of our customers. Additionally, our lineup includes specialized products such as Boiling Water Proof and Boiling Water-Resistant plywood, tailored to address specific market demands. This broad range ensures we can effectively cater to various consumer requirements.
Our commitment to quality is demonstrated through strict adherence to the Bureau of Indian Standards (BIS) with certifications including IS 303:1989, IS 710:2010, IS 2202:1999, IS 1659:2004, IS 5509:2021, and IS 10701:2012. Further underpinning our dedication to excellence, we maintain ISO certifications for Quality Management (ISO 9001:2015), Environmental Management (ISO 14001:2015), and Occupational Health & Safety Management (ISO 45001:2018). These accreditations assure stakeholders of our commitment to delivering high-quality, safe, and environmentally responsible products.
Our commitment to innovation is supported by independent Research & Development laboratories at our manufacturing facilities. Here, we perform batch-wise testing on our products to assess their mechanical and chemical properties, ensuring each batch adheres to our stringent quality standards before it is approved for distribution. This process is fundamental to maintaining the high quality and reliability our customers expect.
As we continue to innovate and expand our offerings, Sylvan Plyboard remains dedicated to upholding the values of quality, safety, and sustainability, further cementing our position as a leader in the industry and a trusted partner to our stakeholders.
04. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES:
As of March 31, 2024, the Company has no subsidiary, joint venture, or associate companies
05. TRANSFER TO RESERVE:
The Board of Directors has decided not to transfer any amount to the reserves for the year under review.
06. DIVIDEND:
The Board of Directors, after considering all relevant factors, has decided it would be prudent not to recommend any dividend for the year under review.
07. DEPOSITS:
The Company has not accepted any deposits within the scope of Section 73 of the Companies Act, 2013 (hereinafter referred to as "the Act") and the Rules framed thereunder during the year under review.
08. DIRECTOR'S RESPONSIBILITY STATEMENT:-
As required under Section 134(5) of the Companies Act, 2013, your Directors confirm that they have:
a. in the preparation of annual accounts for the year ended 31st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and the profit and loss of the company for that period;
c. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d. prepared the annual accounts on a going concern basis;
e. laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f. devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively;
09. SHARES
a) Buyback of Securities There were no buybacks of securities by the Company during the year under review.
b) Sweat Equity The Company did not issue any sweat equity shares during the year under review.
c) Bonus Shares During the year under review, the Company issued 4,758,277 equity shares as bonus shares.
d) Employee Stock Options No stock option schemes were provided to employees by the Company during the year under review.
10. CAPITAL STRUCTURE:
During the financial year, the Company successfully allotted 2,20,192 Equity Shares on a rights basis and 47,58,277 bonus shares to its existing shareholders in the ratio of 1:2.
As a result of these allotments, the Company's share capital increased to 14,27,48,300, divided into 1,42,74,830 equity shares of 10 each as of 31st March 2024. All Equity Shares of the Company rank pari-passu in all respects.
No Preference Shares or Debentures were allotted during the year.
Additionally, during the year under review, the Company increased its Authorized Share Capital from 13,50,00,000 (divided into 1,35,00,000 equity shares of 10 each) to 20,00,00,000 (divided into 2,00,00,000 equity shares of 10 each). All Equity Shares of the Company continue to rank pari-passu in all respects.
As of the end of the financial year, the Authorized Share Capital of the Company stands at 20,00,00,000, divided into 2,00,00,000 Equity Shares of 10 each.
11. DIRECTORS & KEY MANAGERIAL PERSONNEL
Board of Directors and Key Managerial Personnel as of March 31, 2024:
Changes in Directorship:
During the year, the designation of Mrs. Shakuntala Singh (DIN: 00656073) was changed from Executive Director to Non-Executive Director with effect from December 13, 2023 , following the resolution passed at the Extraordinary General Meeting held on December 12, 2023.
Composition of the Board:
As of March 31, 2024, the Board of Directors comprises:
• Two Executive Promoter Directors: Mr. Anand Kumar Singh and Mr. Jai Prakash Singh.
• One Non-Executive Director: Mrs. Shakuntala Singh.
• Two Independent Directors: Mr. Rathin Kumar Ray and Mr. Pallab Samajdar.
Compliance and Disclosures:
Based on the confirmations received, none of the Directors are disqualified from being appointed under Section 164 of the Companies Act, 2013. All Directors have made the necessary disclosures as required under various provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Pecuniary Relationship:
During the year under review, the Non-Executive Directors had no pecuniary relationships or transactions with the Company, except for the sitting fees, commission (if any), and reimbursement of expenses incurred for attending Board/Committee meetings.
Director Retiring by Rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Shakuntala Singh (DIN: 00656073), Director of the Company, is due to retire by rotation and, being eligible, has offered herself for re-appointment. A resolution seeking the approval of shareholders for her re-appointment is included in the Notice of the Annual General Meeting.
Independent Directors
Pursuant to Section 149 of the Companies Act, 2013, each Independent Director has submitted a declaration confirming that they meet the criteria of independence as specified under Section 149(6) of the Act and the associated Rules. There have been no changes in the circumstances affecting their status as Independent Directors of the Company.
The Independent Directors have adhered to the Code of Conduct established by the Company, as well as the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013.
During the financial year 2023-24, a separate meeting exclusively for Independent Directors was convened on February 20, 2024, to discuss relevant matters without the presence of the Company's management.
Additionally, in compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have confirmed their compliance with the requirements under Rule 6(1) and 6(2) of the said Rules, including the inclusion of their names in the Independent Director's database maintained by the Indian Institute of Corporate Affairs, Manesar.
12. MEETING OF THE BOARD OF DIRECTORS
During the financial year under review, the Board of Directors convened 15 (fifteen) meetings. The interval between any two consecutive meetings was within the statutory limits prescribed under the Companies Act, 2013. The details of these meetings, including the dates and attendance of Directors, are provided below:
13. COMMITTEE OF THE BOARD
The Board has constituted the following Committees, each with specific terms of reference and policies to oversee and manage particular areas of the Company's operations:
1) Audit Committee
The Audit Committee is constituted in compliance with Section 177 of the Companies Act, 2013, and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, as amended. The Committee operates under a defined terms of reference, which aligns with the requirements of Section 177 of the Companies Act, 2013.
The composition of the Audit Committee is as follows:
During the year under review, the Audit Committee convened four (4) meetings, held on August 25, 2023, November 15, 2023, March 21, 2024, and March 22, 2024. The attendance records of the Committee members for these meetings are as follows:
2) Nomination & Remuneration Committee
The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013, and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, as amended from time to time. The composition of the Committee is as follows:
During the year under review, the Nomination and Remuneration Committee held three (3) meetings on May 2, 2023, August 25, 2023, and November 15, 2023. The attendance records of the Committee members for these meetings are as follows:
* Mrs Shakuntala Singh, became the member of Nomination & Remuneration Committee on December 30, 2023.
3) Stakeholder Relationship Committee
In compliance with Section 178(5) of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board constituted the Stakeholders Relationship Committee on November 20, 2023. The Committee is composed of the following members:
During the year under review, one (1) meeting of the Committee were held during the period ended 31st March, 2024 on 20th February, 2024 and the attendance records of the members of the committee are as follows:
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year to which these financial statements relate and the date of this Report, except for the following:
(i) Listing of Equity Shares
The equity shares of the Company were successfully listed on the SME platform of the National Stock Exchange of India Limited (NSE) on July 1, 2024. The Company received listing approval from NSE Limited (SME Platform) on June 28, 2024. The trading symbol of the Company is ‘SYLVANPLY'. Listing fees and custodian charges for the financial year 2023-24 have been duly paid to NSE, NSDL, and CDSL.
During the year, the Company launched its Initial Public Offering (IPO) of 51,00,000 equity shares with a face value of 10 each, at a premium of 45 per share, aggregating to 2,805.00 lakhs, on July 1, 2024. The IPO received an overwhelming response from investors and was oversubscribed.
(ii) Public Issue (Initial Public Offering)
The Company successfully completed its Initial Public Offering (IPO) of 51,00,000 equity shares at a price of 55 per share (including a premium of 45 per share), totaling 2,805.00 lakhs. Of this, 2,56,000 equity shares, aggregating to 140.80 lakhs, were reserved for subscription by the market maker. The IPO represents 26.32% of the post-issue paid-up equity share capital of the Company.
The Directors wish to express their appreciation for the contributions of the entire IPO team, whose dedication and diligence led to the successful listing of the Company's equity shares on the NSE SME platform. The success of the IPO reflects the trust and confidence placed in the Company by investors, customers, and business partners. The Directors extend their gratitude for the support and confidence shown in the Company.
15. CREDIT RATING
The Company has received a credit rating from Acuite Ratings & Research Limited. The rating assigned is ‘ACUITE BBB-' for Long Term (Stable) and ‘ACUITE A3' for Short Term, as per their report dated May 13, 2024.
16. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has established adequate internal financial controls with reference to the financial statements. During the year under review, these controls were tested, and no material weaknesses in the design or operation of these controls were identified.
Further, the certificate from Managing Director and Chief Financial Officer, in terms of Regulation 33(2) of the SEBI Listing Regulations, provided in this Annual Report, also certifies the adequacy of our Internal Control systems and procedures
17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS, COURTS, OR TRIBUNALS
There have been no significant or material orders issued by any regulatory authority, court, tribunal, or quasi-judicial body affecting the going concern status of the Company or its future operations.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188
The particulars of contracts or arrangements with related parties, as required under Section 188 of the Companies Act, 2013, are provided in Form No. AOC-2 and are appended as Annexure ‘I' to this report.
19. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS MADE UNDER SECTION 186
During the financial year, the Company did not provide any loans, guarantees, or investments as per Section 186 of the Companies Act, 2013. Consequently, the provisions of Section 186 are not applicable.
20. RISK MANAGEMENT POLICY
Risk management involves identifying and addressing threats that could significantly impact or impair the organization. This process includes reviewing the Company's operations, identifying potential risks, assessing their likelihood and impact, and implementing appropriate mitigation strategies. The Board of Directors has adopted a Risk Management Policy to minimize adverse effects on the Company's business objectives. The Board is regularly updated on risk assessment and mitigation procedures. Identified major risks are systematically addressed through ongoing mitigation actions.
21. STATUTORY AUDITORS:
M/s R.T. Yadava, Chartered Accountants (FRN: 312162E), served as the Statutory Auditors of the Company. They tendered their resignation through a letter dated November 10, 2023. The resignation was due to the Company's plan to pursue an Initial Public Offering (IPO) on the SME Platform, which requires auditors to hold a valid certificate from the Peer Review Board of the Institute of Chartered Accountants of India (ICAI). M/s R.T. Yadava do not possess this certification, which is mandated under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 for certifying the Company's financial statements.
This situation has resulted in a casual vacancy in the position of Statutory Auditors, as per the provisions of Section 139(8) of the Companies Act, 2013, and the rules made thereunder.
The Board of Directors acknowledged and accepted the resignation of M/s R.T. Yadava & Co. The Board also extends its sincere appreciation to the outgoing auditors for their significant contributions to the Company, including their diligent audit processes and adherence to high standards of auditing.
The Board of Directors, in their meeting held on November 20, 2023, upon the recommendation of the Audit Committee, proposed the appointment of M/s Dokania S. Kumar & Co., Chartered Accountants (Firm Registration No. 322919E), Kolkata, as the Statutory Auditors to fill the casual vacancy caused by the resignation of M/s R.T. Yadava & Co. This recommendation was made after obtaining their consent and eligibility certificate under Section 139(1) of the Companies Act, 2013. The appointment was subject to the approval of the shareholders at the Extra Ordinary General Meeting (EGM) scheduled for December 12, 2023.
At the EGM held on December 12, 2023, the shareholders approved the appointment of M/s Dokania S. Kumar & Co., Chartered Accountants (Firm Registration No. 322919E), as the Statutory Auditors of the Company. They will hold office from the conclusion of the EGM held on December 12, 2023, until the conclusion of the next Annual General Meeting (AGM) of the Company to be held in 2024, in accordance with the provisions of the Companies Act, 2013 and the applicable regulations under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations).
The term of the current Statutory Auditors is set to expire at this Annual General Meeting (AGM) in accordance with the provisions of the Companies Act, 2013. In compliance with Sections 139 and 141 of the Companies Act, 2013, M/s. Dokania S. Kumar & Co., Chartered Accountants (Firm Registration No. 322919E), Kolkata, are eligible for reappointment for a further term of five (5) years.
Accordingly, the Board of Directors of the Company, in their meeting held on August 26, 2024, based on the recommendation of the Audit Committee and subject to the approval of the shareholders at the ensuing AGM scheduled for September 26, 2024, have approved the reappointment of M/s. Dokania S. Kumar & Co., Chartered Accountants, as Statutory Auditors of the Company. They will hold office from the conclusion of the 22nd AGM until the conclusion of the 27th AGM to be held in 2029.
The Company has received the written consent and certificate of eligibility from M/s. Dokania S. Kumar & Co., Chartered Accountants, in accordance with Sections 139, 141, and other applicable provisions of the Companies Act and the Rules issued thereunder. M/s. Dokania S. Kumar & Co. have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, as required under the Listing Regulations.
The Audit Committee and the Board of Directors of the Company have reviewed various factors, including the independence, credentials, technical skills, and audit team of M/s. Dokania S. Kumar & Co., in considering their reappointment as the Statutory Auditors of the Company.
The reports provided by M/s. Dokania S. Kumar & Co., Chartered Accountants, on the financial statements of the Company for the year ended 31st March 2024 are included as part of this Board's Report
22. REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud in accordance with the second proviso to Section 143(12) of the Companies Act.
23. COMMENT ON AUDITORS' REPORT:
The Auditors' report did not contain any qualifications, reservations, or adverse remarks.
The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.
24. COST AUDITORS:
As per the provisions of Section 148 of the Companies Act, 2013, the Company is not required to appoint cost auditors for the financial year 2023-2024, as these provisions do not apply to the Company.
25. SECRETARIAL AUDITOR
For the financial year 2023-24, the Company was not required to conduct a secretarial audit. However, with effect from July 01, 2024, upon becoming a Listed Public Company, the provisions of Section 204 of the Companies Act, 2013, and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, will apply. Accordingly, a secretarial audit will be carried out for the financial year 2024-25 in compliance with these regulations.
26. INTERNAL AUDITOR
During the financial year 2023-24, the Company was not subject to the requirements of Section 138 of the Companies Act, 2013, concerning the appointment of internal auditors. Consequently, no internal auditors were appointed for this period.
However, effective July 01, 2024, upon becoming a Listed Public Company, the Company will be required to comply with Section 138 of the Companies Act, 2013, for the financial year 2024-25. Consequently, internal auditors will be appointed in accordance with these requirements for the upcoming financial year.
27. ANNUAL RETURN:
In accordance with Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company for the financial year 2023-2024 has been made available on the Company's website. It can be accessed at www.sylvanply.com.
28. CORPORATE GOVERNANCE REPORT
The Company has consistently adhered to the principles of Good Corporate Governance and remains committed to the highest standards of compliance. As per Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to corporate governance, specified in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2), and Para C, D, and E of Schedule V, are not applicable to listed entities that have their specified securities listed on the SME Exchange.
The Company's equity shares were listed on the SME Platform of NSE Emerge effective July 01, 2024. Consequently, the Corporate Governance Report is not applicable to the Company for the financial year.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014, the details are as follows:
A) Conservation of Energy:
(i) Steps Taken or Impact on Conservation of Energy:
Innovative Filter Technology: Our production facilities utilize Carbon filters combined with dust and back filters to efficiently capture and reduce pollutants like carbon particles and dust during the manufacturing process.
Effluent Water Treatment Plant: Our factory is equipped with a state-of-the-art Effluent Water Treatment Plant that effectively removes harmful suspended solids. The purified water is repurposed for landscaping within our premises, demonstrating our ongoing commitment to environmental stewardship and sustainable practices.
Zero Waste Policy: Our Company adheres to a strict Zero Waste Policy in our manufacturing processes. Byproduct from plywood production is repurposed into blockboards and other products, while any remaining waste fuels our boiler, illustrating our commitment to maximizing resource efficiency and minimizing environmental impact.
Maximizing Natural Light: Transparent roofing sheets have been installed to enhance the use of natural daylight, reducing dependency on artificial lighting.
Energy-Free Ventilation: Turbo ventilators have been introduced to improve air circulation without the use of electric energy.
Energy-Efficient Machinery: Aging machines in the Plywood section have been replaced with more energy-efficient alternatives.
LED Implementation: The majority of lighting fixtures across the factory have been upgraded to LED technology, significantly reducing energy consumption.
Optimized Productivity: The sanding infeed system has been modified to better control the ply feeding gap, thereby enhancing productivity.
Proactive Maintenance: A preventive and corrective maintenance schedule is in place to optimize energy usage through timely interventions.
High Power Factor: The plant has achieved a power factor of 0.99, contributing to overall energy conservation in the system.
Electrical Network Efficiency: Periodic inspections of the electrical distribution network are conducted to ensure safe and efficient operation.
B) Technology Absorption:
1) Efforts Made Towards Technology Absorption:
Optimized pressing cycle: The Company utilizes the Quadra Press Technology, a cutting-edge four-step pressing process, ensuring each layer achieves unmatched dimensional stability, a flawlessly smooth surface, and enhanced durability for superior performance in premium applications.
Optimized Manufacturing Process: The Company has significantly optimized our factory processes through automating and refining each step, from wood tenderization and core composition to pressing and calibration, ensuring unparalleled precision in plywood production, setting new industry standards for quality.
Advanced Vacuum Impregnation: With the installation of a cutting-edge treatment plant, our plywood has been substantially improved through deep treatment of each fiber with protective substances, ensuring uniform quality and exceptional resistance to moisture, termites, and decay.
Enhanced Pollution Control: The Pollution Control System has been updated to ensure zero emissions of smoke or pollutants.
Anti-Counterfeit Measures: QR codes have been introduced to combat product duplicity.
Continuous R&D: Ongoing in-house research focuses on the development of new and improved products, as well as enhancing the quality of existing ones.
Process Optimization: Manufacturing processes are continuously monitored and adjusted to improve both productivity and product quality.
Automation in Material Handling: The Company has automated the dipping line of materials, leading to higher efficiency and reduced defects due to manual handling.
User Feedback Integration: Regular discussions with end-users are conducted to refine products and services.
2) Benefits Derived:
Reduction in Manufacturing Time: Streamlined processes have led to shorter production cycles. Resource Optimization: Improved processes have facilitated better resource utilization.
Cost Efficiency: The combination of technology upgrades and process improvements has resulted in cost reductions.
3) Imported Technology:
The company has not imported any technology in the last three years. However, technical guidance is sought from local experts and machinery suppliers as needed.
4) Expenditure on Research and Development:
During the year under review, the company has not made any significant capital expenditure on research and development.
c) Foreign Exchange Earnings and Outgo:
Foreign exchange earnings, in terms of actual inflows, were Nil.
Foreign exchange outgo, in terms of actual outflows, totaled USD 68,44,187.84.
30. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:-
As per the provisions of Section 135 of the Companies Act, 2013, the Company is required to undertake Corporate Social Responsibility (CSR) activities if it meets certain financial thresholds. For the financial year 2023-2024, the Company did not exceed the threshold limit specified under Section 135. Consequently, the Company was not obligated to incur any expenditure towards CSR initiatives during this period.
31. VIGIL MECHANISM
In accordance with the provisions of Section 177(9) of the Companies Act, 2013, and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors has approved a Vigil Mechanism/Whistle Blower Policy. This policy provides a formal mechanism for Directors, employees, and business associates to report any concerns related to unethical behavior, malpractices, wrongful conduct, fraud, or violations of the Company's code of conduct.
Under this policy, such concerns can be reported directly to the Chairman of the Audit Committee. The Company is committed to ensuring that any issues raised are thoroughly investigated and addressed in a fair and impartial manner.
32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:
The Company has adhered to the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) pertaining to Board meetings and General Meetings. This compliance reflects the Company's commitment to maintaining high standards of corporate governance and transparency.
33. HUMAN RESOURCES DEVELOPMENT
The Company recognizes that its Human Resources are a valuable asset. To foster employee growth and development, the Company organizes regular training sessions and various programs aimed at boosting employee morale and recognizing outstanding performance. Management engages with employees through multiple communication channels to ensure a transparent and supportive work environment.
The Company has consistently maintained a positive and cooperative relationship with its employees. By leveraging digital innovation, the Company enhances the efficiency of its business models, products, services, and processes, thereby delivering superior experiences to all key stakeholders, including customers, employees, investors, and the community.
34. PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
During the year under review, no employee received remuneration exceeding the limits prescribed under Section 197 of the Companies Act, 2013, and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Further, the necessary disclosure regarding the remuneration of Directors and employees, as required under Section 197(12) of the Companies Act, 2013, and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is included as Annexure II to this Report.
35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has established an Anti-Sexual Harassment Policy in compliance with The Sexual Harassment of Women at the Workplace (Prevention, Prohibition, and Redressal) Act, 2013. An Internal Complaints Committee has been constituted to address and resolve any complaints related to sexual harassment. The Policy applies to all employees, including permanent, contractual, temporary staff, and trainees.
For the financial year 2023-24, the following details pertain to sexual harassment complaints:
• Number of complaints received: NIL
• Number of complaints disposed of: NIL
• Number of cases pending: NIL
The Company remains committed to providing a safe and respectful work environment for all employees.
36. POLICY FOR DETERMINATION OF MATERIAL EVENTS
The Company has established a Policy for Determination of Materiality of Events/Information to enhance transparency and ensure that stakeholders are kept informed about significant and material events. This Policy aims to create a structured framework for the disclosure of events and information to the stock exchanges, as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It ensures that such disclosures are made to the Stock Exchanges in a timely and transparent manner.
The Policy is accessible on the Company's website at https://sylvanply.com/policies.
37. 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
The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.
38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.
39. FORMAL ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Company has adopted a formal evaluation mechanism to assess the performance of the Board, its Committees, and individual Directors. This evaluation process is comprehensive and covers various aspects, including: Composition of the Board and Committees Experience and competencies Performance of specific duties and obligations Attendance and contribution at Board, Committee, and General Meetings Preparedness for meetings Effective decision-making ability Knowledge of the sector in which the Company operates Understanding and management of risks Negotiation skills Initiative in maintaining corporate culture Commitment, dedication of time, leadership quality Attitude, initiative, responsibilities undertaken, and achievements On February 20, 2024, a separate meeting of Independent Directors was held to evaluate the performance of non-independent Directors, the Board as a whole, and the Chairman, considering feedback from both executive and non-executive Directors. All Independent Directors attended the meeting. The Board has expressed its satisfaction with the evaluation outcomes and appreciates the Independent Directors for their valuable contributions, which have significantly benefited the Company's progress.
40. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THERE STATUS AS AT THE END OF THE FINANCIAL YEAR
There is no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.
41. ACKNOWLEDGEMENT:
The Directors acknowledge and appreciate the steadfast support and commitment of the Company's Unions and employees, which have been instrumental in the Company's success.
Additionally, the Directors extend their heartfelt thanks to the financial institutions, banks, government authorities, customers, vendors, and other stakeholders for their ongoing support and cooperation.