To,
The Members of,
Commercial Syn Bags Limited
Your Directors take pleasure in presenting the 39th Annual Report along with the
Audited Standalone and Consolidated Financial Statements for the year ended 31st March,
2023.
highlights of financial performance on standalone basis
Total Income for the year was Rs. 29,421.76 Lakhs as compared to Rs. 32,606.39
Lakhs in the previous year.
Revenue from operations for the year was Rs. 29,147.45 Lakhs as compared to Rs.
32,158.53Lakhs in the previous year.
Profit before tax for the year was Rs. 946.65 Lakhs as compared to Rs. 2,088.23
Lakhs in the previous year.
Profit after tax for the year was Rs. 808.70 Lakhs as compared to Rs. 1,818.28
Lakhs in the previous year.
SUMMARISED PROFIT AND LOSS ACCOUNT
(Rs. In Lakhs except EPS)
Particulars |
STANDALONE |
CONSOLIDATED |
|
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
Revenue from Operations (Net) |
29,147.45 |
32,158.53 |
29,016.66 |
32,259.13 |
Other Income |
274.31 |
447.86 |
162.21 |
361.27 |
Total Income |
29,421.76 |
32,606.39 |
29,178.87 |
32,620.40 |
Profit before Interest, Depreciation & Tax (EBIDTA) |
2315.13 |
3,487.65 |
2,522.44 |
3,722.15 |
Less: Interest |
533.00 |
578.20 |
614.40 |
658.09 |
Less: Depreciation |
835.48 |
821.22 |
962.18 |
944.92 |
Profit before Tax |
946.65 |
2,088.23 |
945.86 |
2,119.14 |
Less: (a) Current Tax |
160.81 |
372.90 |
167.15 |
379.64 |
(b) Deferred Tax |
(22.86) |
(102.94) |
(29.96) |
(91.29) |
Net Profit for the Year |
808.70 |
1,818.28 |
808.67 |
1,830.79 |
EPS (Equity Shares of Rs. 10/- each) |
|
|
|
|
Basic |
2.08 |
15.37 |
2.02 |
15.48 |
Diluted |
2.08 |
14.54 |
2.02 |
14.64 |
COMPANY'S AFFAIRS & REVIEW OF OPERATIONS
The Company is carrying business of manufacturer, producers, processors, importers,
exporters, buyers and sellers of FIBC, BOPP, Bulk Bags, Poly Tarpaulin, Woven Sacks/Bags,
Box Bags, PP/HDPE Fabric, Liner, Flexible Packaging and Geotextiles, Ground
Covers, Nets and other technical textiles products from its various Plants located at
Pithampur, District Dhar, (M.P).The Company is also having Solar Power Plant at Sitamau,
District Mandsaur (M.P.) for its captive consumption. The company is working in 2 (Two)
Segments i.e., Manufacturing Segment and Trading Segment. In addition to that Company is
also having solar plant for captive Consumption.
During the period under review, your Company has acquired one unit in the name and
style of Techtex (a unit of Commercial Syn Bags Limited) situated at Plot Nos. A-12 &
A-13, Indore Special Economic Zone, Pithampur Phase 2, Dhar (M.P) and your board would
like to appraise that, the company has commenced its commercial production on 11th March,
2023. After commencement of the commercial production, the existing capacity has been
increased by 3900 MT and the same has bees been intimated to members through the corporate
announcement made at BSE.
CREDIT RATING
We would like to inform the members that after due consideration of the financial
results for the quarter/nine months ended 31st December,2022 the ICRA Limited has revised
our credit rating vide their letter ICRA/ Commercial Syn Bags Limited/20022023/1 dated
20th February 2023 for Rs. 141.00 crore Bank Lines availed by the Company. The comparative
analysis of the credit rating of the company is as follows:
Total Bank Loan Facilities Rated |
Rs.141.00 Crores (Rs. One Hundred Forty-One Crores) |
Long Term - Term Loan |
ICRA[BBB/Stable] |
Short-Term - Non-Fund-based Working Capital limits |
ICRA [A3+] |
DIVIDEND
In order to conserve resources, your directors do not recommend any dividend for the
Financial Year 2022-23and proposes to retain the profits for future requirements of the
Company. (P.Y. Rs. 2.10 per share of Rs. 10/- each i.e. 21 %)
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of the knowledge and belief and according to the information and
explanations obtained by them, your Directors confirms the following statements in terms
of Section 134(3)c of the Companies Act, 2013:
a. In the preparation of the annual financial statements for the year ended March 31,
2023, the applicable accounting standards have been followed;
b. Appropriate accounting policies have been selected, applied consistently and
judgment and estimates have been made that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the company as at March 31, 2023 and of the
profit of the company for the year ended on that date;
c. Proper and sufficient care has been taken 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. The annual financial statements have been prepared on a going concern basis;
e. Proper internal financial controls were in place and the financial controls were
adequate and operating effectively; and
f. Proper systems to ensure compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively.
CAPITAL STRUCTURE AND LISTING AT STOCK EXCHANGE
The Authorized Equity Share Capital of the Company as on 31st March 2023 was Rs.
4,000.00 Lakhs divided into 4,00,00,000 equity shares of Rs. 10/- each. The paid-up Equity
Share Capital of the Company as on 31st March,2023 was Rs.3995.22 Lakhs divided into
3,99,52,200 equity shares ofRs.10/- each.
The entire equity shares of the company continue to remain listed on BSE Ltd. (Scrip
Code: 539986). The company has paid the Annual Listing Fees to BSE Ltd. for the year
2023-24 and the Custodian fee to the CDSL and NSDL for the financial year 2022-23 on time.
The shares of the Company are regularly traded at BSE Ltd.
Changes in the Share Capital Structure pursuant Preferential Issue:
The Board of Directors at their meeting held on 15th Oct., 2021 has made preferential
allotment of 15,00,000 warrants of Rs.130/- each convertible into 15,00,000 equity shares
of Rs.10/- each at a premium of Rs.120/- per share to promoter, promoter group and other
specified person categorized as public (Non-Promoters) upon receipt of upfront amount of
Rs. 32.50 per warrant from the respective allottees. Out of which 5,85,000 warrants were
converted and the equity shares have already been allotted on 26th March, 2022. As on 31st
March, 2022, The company was having outstanding 9,15,000warrants of Rs.130/- each which
may be converted upon receipt of the balance amount from the warrant holder.
During the period, The company has issued and allotted 3,07,500 equity shares of Rs.10
each/- at a premium of Rs. 120/- per share inits Board Meeting held on 24th June 2022 upon
exercise of option by the warrant holders for conversion of3,07,500 warrants of Rs. 130/-
each allotted on preferential basis. Further, BSE Ltd. has granted listing approval on4th
July,2022 and trading approval on 12th July,2022 respectively as a result the paid-up
capital of company has increased from Rs. 12,40,24,000 divided into 1,24,02,400 equity
shares of Rs.10/- eachto Rs. 12,70,99,000 divided into 1,27,09,900 equity shares of
Rs.10/- each.
Further for third trench of conversion of warrants issued on preferential basis into
equity shares, the Board of Directors at their Board Meeting held on 17th September, 2022
has issued and allotted 6,07,500 equity shares of Rs.10/- each at a premium of Rs.
120/-per share upon conversion of 6,07,500 warrants of Rs. 130/- each allotted on
preferential basis and the BSE Ltd. has granted Listing approval on 11th October, 2022 and
trading approval on 19th October, 2022 for 6,07,500 equity shares allotted pursuant to
conversion and as a result the paid-up share capital of company has increased from Rs.
12,70,99,000 divided into 1,27,09,900 equity shares of Rs.10/- each to Rs. 13,31,74,000
divided into 1,33,17,400 equity shares of Rs.10/- each. As on 31s March, 2023, there were
no outstanding convertible warrants pending for conversion.
Changes in the Share Capital Structure pursuant Bonus Issue:
Your Board would like to appraise that, the members at their 1/2022-23 Extra-Ordinary
General Meeting held on 15th November, 2022 has passed the following resolutions related
to:-
1) Increase in Authorized Share Capital of the company from Rs. 1500.00 Lakhs to Rs.
4000.00 Lakhs by creation of additional 250.00 Lakhs equity shares of Rs. 10/- each.
2) Alteration of Clause V of the Memorandum of Association related to increase in
Authorized Share Capital of the Company.
3) Issuance of Bonus Shares by way of Capitalization of Security Premium Account/ Free
Reserve.
The Company allotted 2,66,34,800 Two Crores Sixty-Six Lakhs Thirty Four Thousand Eight
Hundred) new fully paid equity shares of Rs. 10/- as fully paid-up bonus shares in the
ratio of 2 (Two) new equity bonus shares of Rs. 10/- each for every 1 (One) shares held on
the record date) to its shareholders on 29th November, 2022, pursuant to a resolution
passed by the shareholders 15th November, 2022 through Extra-Ordinary General Meeting. by
postal ballot. The Company has also received Listing approval on 1st December, 2022 and
Trading approval from BSE Ltd. on 7th December, 2022.
Upon allotment of Bonus shares, the paid-up share capital of company has increased from
Rs. 13,31,74,000 divided into 1,33,17,400 equity shares of Rs.10/- each to Rs.
39,95,22,000 divided 3,99,52,200 equity shares of Rs.10/- each.
CHANGES IN RESERVES
There is no mandatory requirement for transfer of the profits to the general reserves,
therefore, to provide an open-ended opportunity to utilize the profits towards the Company
activities, during the year under review the Board have not considered appropriate to
transfer any amount to the general reserves or any other reserves. Except the following:-
1) the company has received Share premium amount of Rs.1098.00 Lakhs pursuant to
conversion of 9,15,000 warrants into 9,15,000 equity shares of Rs. 10/- each which has
been credited to the Security Premium Account being the part of the Capital Reserves.
(P.Y. Rs. 702.00 Lakhs pursuant to conversion of5,85,000 warrants into 5,85,000 equity
shares of Rs. 10/- each at a premium of Rs. 120/- per share).
2) The company has utilized Rs. 10.88 Lakhs from General Reserve, Rs. 1108.53 Lakhs
from Security Premium and Rs. 1544.07 Lakhs from Retained Earnings for capitalization of
profits towards issuance of Bonus Shares. (P.Y. Rs. Nil)
FINANCE
Cash and cash equivalent of the Company as at 31st March, 2023 is Rs.6.16 Lakhs
(Previous year Rs.62.16 Lakhs). Your Company continues to focus on management of its
working capital. Further, receivables, inventories and other working capital parameters
are kept under continuous monitoring. Your company has availed the various credit
facilities from the Bankers of the Company for short term and long-term financial
requirements from time to time.
DEPOSITS
Your Company has not accepted deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 and there were no remaining unclaimed deposits as on 31st March, 2023.
Further, the Company has not accepted any deposit or loans in contravention of the
provisions of Chapter V of the Companies Act, 2013 and the Rules made there under.
S.No. |
Particulars |
Amt in Rs. |
1. |
Details of Deposits accepted during the year |
Nil |
2. |
Deposits remaining unpaid or unclaimed at the end of the year |
Nil |
3. |
Default in repayment of deposits |
N.A. |
|
At the beginning of the year |
|
|
Maximum during the year |
|
|
At the end of the year |
|
4. |
Deposits not in compliance with law |
N.A. |
5. |
NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed |
N.A. |
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has made investment and provided loans and guarantees to Body Corporate
(including Wholly-Owned Subsidiary) which is within the limit as prescribed under the
provisions Section 186 of the Companies Act, 2013.
Details of the Loans and investment made by the company in other Body Corporate
including subsidiaries has been given in the financial statements attached with the Annual
Report.
CSR INITIATIVES
In view of the profits, your Company is required to undertake "Corporate Social
Responsibility" (CSR) activities during the year 2022-23 as required under the
provisions of Section 135 of the Companies Act, 2013 and the rules made their under. As
part of its initiatives under CSR, the Company has carried various activities, which are
in accordance with CSR Policy of the Company read with the Schedule VII of the Companies
Act, 2013. The Annual Report on CSR activities is annexed herewith as "Annexure
A".
occupational health & safety (oh&s)
This initiative involved positive engagement of personnel on plant at every level.With
regard to contractor safety, the two key focus areas identified were:
Facility Management for the contractors' employees
The Facility Management initiative was implemented to ensure adequate welfare
facilities for contract labor such as washrooms with bathing facilities, rest rooms,
availability of drinking water etc.
Equipment, Tools & Material Management.
The Equipment, Tools & Material Management program ensured that the tools used by
the contractors were safe. The process of screening of contractors was made more stringent
to ensure that the contractors were aligned with the Company's objectives to ensure Zero
Harm'.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place a Policy for prevention of Sexual Harassment at the workplace
in line with the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013("SHOW"). As per the
requirement of the "SHOW"and Rules made thereunder, your company has constituted
Internal Complaints Committees (ICC). All employees (permanent, contractual, temporary,
trainees) are covered under this policy.
The Internal Complaints Committee comprises of the following:
Mrs. Ranjana Choudhary |
Chairperson |
Ms. Smriti Keshari |
Member (ceased w.e.f. 14.03.2023) |
Ms. Harsha Mankar |
Member (ceased w.e.f. 25.04.2022) |
Mrs. Rajitha Nair |
Member (joined w.e.f. 25.04.2022) |
Ms. Ritu Singh |
Member (joined w.e.f. 14.03.2023) |
Statement showing the number of complaints filed during the financial year and the
number of complaints pending as on the end of the financial year is shown as under:-
Category |
No. of complaints pending at the beginning of F.Y. 2022-23 |
No. of complaints filed Field during the F.Y. 20222-23 |
No. of complaints disposed off during the F.Y. 20222-23 |
No. of complaints Pending as at the end of F.Y. 2022-23 |
Sexual Harassment |
Nil |
Nil |
Nil |
Nil |
Since, no complaint is received during the year which is appreciable as the management
of the company endeavor to provide safe environment for the female employees of the
company.
RISK MANAGEMENT POLICY AND INTERNAL CONTROL ADEQUACY
The Company operates in manufacturing and trading of FIBC, Bulk Bags, Poly Tarpaulin,
Woven Sacks/Bags, Box Bags, PP/HDPE Fabric, Liner, Flexible Packaging, Geotextiles, Ground
Covers, Nets and other technical textiles products. The major risks factors involved in
the manufacturing and trading process are constantly maintaining high quality standards,
fluctuations in the price of raw materials, risks from international competitors,
fluctuations in currency rates, etc. Other than this, the Government Policy, local area
authority, Taxation Policy may adversely affect the profitability of the Company subject
to various processes and clearance etc. as may be decided by the concerning State
Government. Further, general market conditions relating to the demand, supply, and price
relating to the products of the company also affect the business operations of the
Company.
INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The Company has appointed Internal Auditors and the scope
and authority of the Internal Audit (IA) function is defined in the procedure and
appointment letter. To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee ofthe Board.
Based on the report of internal audit and process, the company undertakes corrective
action in their respective areas and thereby strengthens the controls. Significant audit
observations and corrective actions thereon, if any, are presented to the Audit Committee
of the Board.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Vigil Mechanism/Whistle Blower Policy to deal
with instances of fraud and mismanagement, if any. The details of the Vigil Mechanism
Policy are annexed to the Board Report as "Annexure B"and are also posted
on the website of the Company
https://comsyn.com/wp-content/uploads/2021/12/Vigil-Mechanism-Whistle-Blower- Policy.pdf
PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES
Your company is having only one Wholly Owned Subsidiary (WOS) "Comsyn India
Private Limited"which is in the business of manufacturing of Fabric and other related
products with the installation of Extrusion Plant and Circular Looms. Apart from this
there is no other associate or joint venture. Pursuant to provisions of Section 129(3)
ofthe Companies Act, 2013 and a statement containing salient features ofthe financial
statements ofthe Company's subsidiary in Form AOC-1 is annexed herewith as "Annexure-C."
BOARD OF DIRECTORS, THEIR MEETINGS & KMPS
Constitution of the Board
The Board of directors are comprising of total 6 (Six) Directors, which includes
3(Three)Independent and 1 (One)Women director. The Chairman of the Board is also Promoter
and Managing Director of the Company. The Board members are highly qualified with the
varied experience in the relevant field of the business activities of the Company, which
plays significant roles for the business policy and decision-making process and provide
guidance to the executive management to discharge their functions effectively.
Board Independence
Our definition of Independence' of Directors or Regulation is derived from Regulation
16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The
Company is having total 6 (Six) Directors in the Board out of them the following
directors are Independent Directors during the period under review:
1. Shri Hitesh Mehta (DIN: 00427646)
2. Shri Milind Mahajan (DIN:00155762)
3. Shri Vijay Kumar Bansal (DIN:09002441)
The Independent Directors were appointed for a term of 5 (Five) consecutive years and
shall not be liable to retire by rotation.
DECLARATION BY THE INDEPENDENT DIRECTORS
All the Independent Directors have given their declaration of Independence stating that
they meet the criteria of independence as prescribed under Section 149(6) of the Companies
Act, 2013 and the SEBI (LODR) Regulations, 2015. Your Board of directors is of the opinion
that all the Independent Directors fulfill the criteria as laid down under the Companies
Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year 2022-23. All the
Independent Directors are continuing their registration with the Independent Directors'
Data bank maintained by IICA.
The Independent Directors have complied with the Code for Independent Directors as
prescribed in Schedule IV to the Act. Further as per the provisions of Regulation 16(1)(b)
of the SEBI (LODR) Regulations, 2015 the directors are not aware of any circumstance or
situation, which exits or may be reasonable anticipated that could impair or impact his
ability to discharge his duties with an objective independent judgment and without any
external influence and that they are independent of the management.
Directors seeking appointment/ re-appointment in the ensuing Annual General Meeting:
In the ensuing AGM, the Board of Directors is proposing the re-appointment of Mr. Anil
Chaudhary (DIN: 00017913) Chairman & Managing Director of the Company whose tenure is
expiring on 19th February, 2024, for further period of 3 (three) years w.e.f. 20th
February, 2024 as set out in the Notice of AGM and he is also liable to be retire by
rotation.
Directors liable to retire by rotation seeking appointment/re-appointment:
Shri Anil Choudhary (DIN:00017913) Chairman & Managing Director of the company is
liable to retire by rotation at the ensuing Annual General Meeting and being eligible
offers himself for re-appointment. Your directors recommend passing necessary resolution
as set out in notice of Annual General Meeting.
Executive Directors and Key Managerial Personnel and their changes
Shri Anil Choudhary, Chairman & Managing Director, Smt Ranjana Choudhary, Shri
Virendra Singh Pamecha, Whole-time Directors, Shri Ravindra Choudhary, CEO, Shri Abhishek
Jain, CFO and CS Pooja Choukse, Company Secretary & Compliance Officer have been
categorized as Key Managerial Personnel within the meaning of Section 203 of the Companies
Act, 2013.
During the Financial Year 2022-23, there was no changes in the Directors and Key
Managerial Personnel except that CS Pooja Choukse was appointed as a Company Secretary and
Compliance Officer of the Company w.e.f. 07.03.2023 due to the resignation of Shri Sandeep
Patel who resigned from the post of Company Secretary and Compliance officer of the
Company w.e.f. 06.03.2023.
MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and decide on Company/business policy
and strategy apart from other Board business:
The notice of Board meetings is given well in advance to all the Directors. Meetings of
the Board are held in Indore, at the Registered Office of the Company. The Agenda of the
Board/Committee meetings along with the relevant Board papers is circulated at least a
week prior to the date of the meeting. However, in case of urgent business needs, notice
and agenda of Board/Committee Meetings were circulated on shorter notice period with
consent and presence of Independent Directors at the Meeting. The Agenda for the Board and
Committee meetings includes detailed notes on the items to be discussed at the meeting to
enable the Directors to take an informed decision.
The Board met 12 (Twelve) times in the Financial Year 2022-23viz.16th April,
2022, 25th May, 2022, 24th June, 2022, 29th July, 2022, 10th August, 2022, 5th September,
2022, 17th September, 2022, 22nd October, 2022,14th November, 2022, 29th November, 2022,
11th February, 2023 and 6th March, 2023.The maximum interval between any two meetings did
not exceed 120 days.
Details of attendance is provided in Corporate Governance Report as attached in the
Annual Report of this year.
Separate Meeting of Independent Directors
As stipulated by the Code of Independent Directors under the Companies Act, 2013; a
separate meeting of the Independent Directors of the Company was held on 14th November,
2022 to review the performance of Non-Independent Directors (including the Chairman) and
the entire Board. The Independent Directors also reviewed the quality, content and
timeliness of the flow of information between the Management and the Board and its'
Committees which is necessary to effectively and reasonably perform and discharge their
duties.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Policy of the Company on Directors' appointment and remuneration including criteria
for determining qualifications, positive attributes and independence of a Director and
other matters provided under Section 178(3), is uploaded on company's
website,https://comsyn.com/wp-content/uploads/2021/12/RevisedNOMINATION-AND-REMUNERATION-POLICY-2-1.pdf
ANNUAL EVALUATION BY THE BOARD
The evaluation framework for assessing the performance of directors comprises of the
following key areas:
i. Attendance of Board Meetings and Board Committee Meetings.
ii. Quality of contribution to Board deliberations.
iii. Strategic perspectives or inputs regarding future growth of company and its
performance.
iv. Providing perspectives and feedback going beyond the information provided by the
management.
v. Commitment to shareholder and other stakeholder interests.
The evaluation involves self-evaluation by the Board Member and subsequently assessment
by the Board of directors. A member of the Board will not participate in the discussion of
his/her evaluation.
COMMITTEES OF THE BOARD
In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and
other purposes the Board has the following Five (5) committees:
(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders' Relationship Committee;
(d) Corporate Social Responsibility Committee (CSR); and
(e) Corporate Compliance Committee.
A detailed note on the Board and its committees is provided under the Corporate
Governance Report section in this report. Apart from the above committees, the company is
also having an Internal Compliant Committee constituted as required under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.
RELATED PARTY TRANSACTIONS
All Related Party Transactions (RPT) that were entered into during the Financial Year
2022-23were on Arm's Length Basis and were in the Ordinary Course of business. There were
certain material RPT as specified in Section 188 of the Companies Act, 2013 for which
prior approval of members in the Annual General Meeting held on 30thSeptember,2021was
obtained. Form AOC-2 is enclosed as "Annexure D" in this Board Report.
All the Related Party Transactions were approved by the Audit Committee on omnibus
basis or otherwise and also by the Board and for certain items the company has taken
specific approval of members in the respective meetings. The Company has Related Party
Transactions Policy, Standard Operating Procedures for purpose of identification and
monitoring of such transactions. The company is not having any material Related Party
Transactions as defined under Regulation 23 of the SEBI (LODR) Regulations.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators/Courts during the
year under review which would impact the going concern status of the Company and its
future operations.
AUDITORS, THEIR REPORT AND COMMENTS BY THE MANAGEMENT
Statutory Auditors& Their Report
M/s Avinash Agrawal & Co., Chartered Accountants, (ICAI Firm Registration No.
022666C), the Statutory Auditors were appointed for a First term of consecutive 5 (Five)
years at 35thAnnual General Meeting of the Company held on 18th September, 2019 till the
40th Annual General Meeting of the company to be held in the calendar year 2024 as per the
provisions of Section 139 of the Companies Act, 2013,read with Regulation 33(d) of the
SEBI (LODR) Regulation, 2015, the auditor has confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).
Your Board is pleased to inform that there is no such observation made by the Auditors in
their report which needs any explanation by the Board.
Secretarial Auditors & Their Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the
Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company
has appointed M/s Ishan Jain & Co., Practicing Company Secretaries (Firm Reg. No.
S2021MP802300; FCS 9978; CP 13032) to undertake the Secretarial Audit for the year,
2022-23. The Report of the Secretarial Auditors in Form MR-3 is annexed herewith as
"Annexure E"ofthis report.
Your Board is pleased to inform you that there is no such observation made by the
Auditors in their report which needs any explanation by the Board except the following:
Secretarial Auditor Observation:-
The Company has not filed Form FC-GPR (Foreign Currency Gross Provisional Return) for
reporting of issuance of Bonus shares by the Company to Non-Resident Shareholders.
However, the said form has been rejected due to technical reasons.
Management Response:-
The company has submitted Form FC-GPR form multiple times at FIRMS portal of RBI.
However, due to technical issues, the Form was rejected by AD Category Bank / RBI. The
company is still trying to upload the same by rectifying the errors.
The Board of Directors at their Meeting held on 29th May, 2023, have further
re-appointed M/s Ishan Jain & Co., Practicing Company Secretaries(Firm Reg. No.
S2021MP802300; FCS 9978; CP 13032) to undertake the Secretarial Audit for the Financial
Year 2023-24.
Cost Auditors and Records
Your Company was not required to appoint a Cost Auditor and maintain the cost records
as per the Companies (Cost Records and Audit) Rules, 2014 for the year 2022-23.
DISCLOSURE FOR FRAUDS REPORTED BY THE AUDITORS
As per the provisions of Section 134(3) of the Companies Act, 2013 read with Rule 13(4)
of the Companies (Audit and Auditors) Rules, 2014 no frauds were reported by the Auditors
to Audit Committee/Board during the year under review. Further that there were no frauds
committed against the Company and persons which are reportable under Section 141(12) by
the Auditors to the Central Government.
CORPORATE GOVERNANCE
Your Company firmly believes and adopts the highest standard of practice under
Corporate Governance. A separate section on Corporate Governance and a certificate
obtained from Auditors of the Company and Practicing Company Secretary related
Disqualification of Directors form part of Corporate Governance Report.
CODE OF CONDUCT
Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires listed companies to lay
down a Code of Conduct for its directors and senior management, incorporating duties of
directors as laid down in the Companies Act, 2013. The Company has adopted a Code of
Conduct for all Directors and Senior Management of the Company and same is hosted on the
website of the company at following
link.https://comsyn.com/wp-content/uploads/2021/12/CSBL_Code-of-Conduct-for-BODKMPs-Senior-
Management._pdf
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the applicable provisions of the Companies Act, 2013 and rules made
thereunder read with Ind(AS), specified under the Companies (Indian Accounting Standards)
Rules, 2015, the consolidated financial statements ofthe Company as at and for the year
ended 31st March, 2023, Forms part of the Annual Report and is also available on the
website of the company www.comsyn.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013read with
Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure
F"
ANNUALRETURN
In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual
Return of the Company for the financial year ended 31st March, 2023 has been uploaded on
the website of the Company and the web link of the same is:
https://comsyn.com/announcements/
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION AND
PARTICULARS OF EMPLOYEES.
Pursuant to provision of Section 197(12) of Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the
details of Top 10 employees given in the "Annexure G."
During the year, none ofthe employees received remuneration in excess of Rs. One Crore
Two Lakhs or more per annum, or Rs. Eight Lakhs Fifty Thousand per month for the part of
the year, in accordance with the provisions of Section 197 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.Therefore, there is no information to disclose in terms ofthe provisions ofthe
Companies Act, 2013.
There are two employees who are drawing remuneration in excess of the remuneration of
Whole-time Director of the company and also hold more than 2% ofthe shareholding alongwith
their spouse is as follows:-
Particulars |
Shri Pramal Choudhary |
Shri Ravindra Choudhary |
Designation |
Chief Operating Officer |
Chief Executive Officer |
Remuneration Received |
Rs. 51,00,000 |
Rs. 38,00,000 |
Nature of Employment |
Permanent |
Permanent |
Qualification and Experience |
MBA and Experience of 12 years |
Diploma in Finance and Tax Management and Diploma in Import Export Management and
Experience of 11 years |
Date of Commencement of Employment |
01.03.2010 |
01.07.2011 |
Age |
35 years |
48 years |
Last Employment held by such employee before joining the company |
|
|
% of Equity Shares held by employee alongwith their spouse and dependent children |
3.06 |
2.89 |
Relationship with Directors |
Son of Mr. Anil Choudhary, CMD |
Relative of Smt Ranjana Choudhary, WTD |
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINNACIAL POSITION OF THE
COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINNACIAL YEAR OF THE COMPANY TO WHICH
THE FINNACIAL STATEMENTS RELATE AND THE DATE OF REPORT.
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between financial year ended on 31st March, 2023, to which
the financial statements relate and the date of this report.
INDUSTRIAL RELATIONS
During the year under review your Company enjoyed cordial relationship with workers and
employees at all levels.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in nature of business activities during the period under review.
BUSINESS TRANSFER
There is no transfer of Business during the period under review.
PREVENTION OF INSIDER TRADING
In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has
adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees of the Company and amended
Code/Policy were also hosted on the website of Company.
The Code requires Trading Plan, pre-clearance for dealing in the Company's shares and
prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to
the Company and during the period when the Trading Window is closed.
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS.
The Company has in place a Familiarization Program for Independent Directors to provide
insights into the company to enable the Independent Directors to understand its business
in depth and contribute significantly to the company's success. The Company has devised
and adopted a policy on Familiarization Program for Independent Directors and is also
available at the company's website at
https://comsyn.com/wp-content/uploads/2021/12/Familiarization-Programe-for-website-and-AR.pdf
PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE EVOTING AND EVOTING AT THE AGM.
Your Company is providing E-voting facility as required under Section 108 of the
Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration)
Amendment Rules, 2015. The ensuing AGM will be conducted through VC /OVAM and no physical
meeting will be held and your company has make necessary arrangements with CDSL to provide
facility for remote e-voting and voting at the AGM. The details regarding e-voting
facility is given with the notice of the Meeting.
CAUTIONARY STATEMENT
The statements made in this Report and Management Discussion and Analysis Report
relating to the Company's objectives, projections, outlook, expectations and others may be
"forward looking statements" within the meaning of applicable laws and
regulations. Actual results may differ from expectations those expressed or implied. Some
factors could make difference to the Company's operations that may be, due to change in
government policies, global market conditions, foreign exchange fluctuations, natural
disasters etc.
GENERAL
Your Directors state that during the year under review:
a. The company has not filed any application or there is no application or proceeding
pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year
under review;
b. There is no requirement to conduct the valuation by the bank and no Valuation done
at the time of one-time Settlement during the period under review;
c. Neither the Managing Director nor the Whole-time Directors receive any remuneration
or commission from its subsidiary.
d. The Company has complied with the applicable Secretarial Standards under the
Companies Act, 2013.
e. Your Company has not declared and approved any Corporate Action viz buy back of
securities, mergers and de-mergers, split of any securities and has not failed to
implement or complete the Corporate Action within prescribed timelines. However, during
the period under review, the company has declared and paid dividend and issued equity
shares pursuant to conversion of warrants into equity shares and issue and allot Bonus
Shares to the members of the company during the period under review in compliance with the
applicable laws of the Companies Act, 2013 and SEBI regulations;
f. There were no revisions in the Financial Statement and Board's Report.
g. The Company has not issued shares (including sweat equity shares) to employees of
the Company under any scheme.
h. Details ofunclaimed dividends have been provided as part ofthe Corporate Governance
report.
i. There are no voting rights exercised by any employee of the Company pursuant to the
Section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules,
2014
ACKNOWLEDGEMENTS
Your Directors thanks the various Central and State Government Departments,
Organizations and Agencies and bankers to the Company for the continued help and
co-operation extended by them. The Directors also gratefully acknowledge support of all
other stakeholders of the Company viz. customers, members, dealers, vendors, and other
business partners for the excellent support received from them during the year. The
Directors place on record their sincere appreciation to all employees of the Company for
their unstinted commitment and continued contribution to the Company.
Place : Indore |
For and on behalf of the Board |
Date : 28th August, 2023 |
Anil Choudhary |
|
Chairman & Managing Director |
|
DIN : 00017913 |
|