You are here » Home » Companies » Company Overview » Commercial Syn Bags Ltd

Commercial Syn Bags Ltd.

BSE: 539986 Sector: Industrials
NSE: N.A. ISIN Code: INE073V01015
BSE LIVE 13:17 | 09 Dec 49.85 2.35
(4.95%)
OPEN

49.80

HIGH

49.85

LOW

49.80

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 49.80
PREVIOUS CLOSE 47.50
VOLUME 21000
52-Week high 79.50
52-Week low 28.80
P/E 9.93
Mkt Cap.(Rs cr) 58.92
Buy Price 48.00
Buy Qty 3000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 49.80
CLOSE 47.50
VOLUME 21000
52-Week high 79.50
52-Week low 28.80
P/E 9.93
Mkt Cap.(Rs cr) 58.92
Buy Price 48.00
Buy Qty 3000.00
Sell Price 0.00
Sell Qty 0.00

Commercial Syn Bags Ltd. (COMMERLSYNBAGS) - Director Report

Company director report

To

The Members

Commercial Syn Bags Limited

The Directors take pleasure in presenting the 32ndAnnual Report togetherwith the audited financial statements for the year ended March 31 2016. The ManagementDiscussion and Analysis Report also forms part of this report.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

• Total revenue for the year was Rs. 11782.40 Lakhs as compared to Rs.11310.54Lakhs increased by 4.17%

• Revenue from operations for the year was Rs.11721.35 Lakhs as compared toRs.11216.51 Lakhs in the previous year increased by 4.50%

• Profit/(Loss) before tax for the year was Rs. 813.80 Lakhs as compared toRs.737.74 Lakhs in the previous year increased by 10.31%

• Profit/(Loss) after tax for the year was Rs.592.92 Lakhs as compared to Rs.525.20 Lakhs in previous year increased by 12.89%

SUMMARISED PROFIT AN D LOSS ACCOUNT

PARTICULARS Year ended Year ended
31.03.2016 31.03.2015
Total Revenue (Revenue from operations and other income) 11782.40 11310.54
Profit/(Loss) Before Taxation (PBT) 813.80 737.74
Provision for Tax (220.88) (212.54)
Profit (Loss) After Tax (PAT) 592.92 525.20
Balance brought forward from previous year 1526.83 1001.64
Less: Utilized during the year for issuing bonus shares (217.88) (0.00)
Less: Write off Registration fee & Stamp duty paid on increase in authorized share capital (9.68) (0.00)
Surplus carried to the next year's Account 1892.20 1526.84

STATE OF THE COMPANY'S AFFAIRS

The Company is carrying business of manufacturer producers processors importersexporters and suppliers of FIBC Bulk Bags Poly Tarpaulin Woven Sacks/Bags Box BagsPP/HDPE Fabric Liner and Flexible Packaging etc. from its Plants located at PithampurDistrict Dhar (M.P). During the year under review the Company has introduced a newproduct category namely printed laminates for flexible packaging and installed flexiblepackaging machines;

1. Roto Gravure Printing Machine

2. Solvent less/Solvent base combi Machine

3. Slitting Machines

4. Pouch Machine which are used for printing lamination and pouching on films. Theseprinted pouches or rolls are then used as packaging materials in the packaging industry.

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

NEW PROJECT:

In Current Financial Year your Company is planning to expand its operations at SEZ Unitsituated at Pithampur (MP) by setting up of complete manufacturing facilities byinstallation of Tape Line and Looms with clean room facilities for manufacturing of foodgrade jumbo bags. The company is already having finishing section at SEZ and now going toset up the complete facility for manufacturing of fabric lamination and food grade jumbobags and FIBC Bags. The Board of Directors at their meeting held on 19thAugust 2016 has approved the aforementioned expansion plan. The brief details of thecapacity addition/expansion are as follows:

Particulars Disclosures
(a) Existing Capacity (Total) 13100 MT
(b) Existing Capacity utilization (Total) 11174 MT
(c) Proposed capacity addition (Unit SEZ) 3400 MT
(d) Period within which the proposed capacity is to be added July 2017
(e) Investment required Rs. 2810.00 Lakhs
(f) Mode of financing Term Loan from Bank of India Rs. 1900.00 Lakhs and Own Contribution Rs. 910.00 Lakhs

DIVIDEND

To strengthen the financial position of the Company no dividend is recommended by theBoard of Directors for the Financial Year 2015-16.(Previous year Nil)

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors confirms the following statements in terms of Section134(3)(c) of the Companies Act 2013:

a. that in the preparation of the annual accounts for the year ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that such accounting policies as mentioned in the Financial Statements have beenselected and applied consistently. Such judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs and ofProfit of the Company for the financial year ended on March 31st 2016;

c. that they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that they have prepared the Annual Accounts on a going concern basis;

e. that they have laid down internal financial controls for the company and suchinternal financial controls are adequate and were operating effectively;

f. that they have devised proper systems to ensure compliance with the provisions ofall applicable laws and such system are adequate and operating effectively.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st March 2016 wasRs. 862.54 Lakhs divided into 8625400 equity shares of Rs. 10/- each. During the yearunder review; the Authorized Capital of the Company was increased from Rs.225.00 Lakhsdivided into 2250000 Equity Shares of Rs.10/- each to Rs. 1300.00 Lakhs divided into13000000 Equity Shares of Rs.10/- each. During the year under review the Company hasissued and allotted 6469050 fully paid-up Bonus Equity Shares in the proportion of 3equity shares for every 1 share held by the members and made allotment of bonus shares on26th March 2016 to the existing shareholders by capitalization of a sum of Rs.646.91 Lakhs resulting the paid up capital of the Company increased from Rs. 215.64 Lakhsto Rs. 862.54 Lakhs. The Company has not issued shares with differential voting rights orgranted stock options or sweat equity.

PUBLIC ISSUE OF THE EQUITY SHARES:

Your Directors are pleased to inform that the Company has issued prospectus to thegeneral public on 23rd June 2016 for making public issue of 31.92 Lakhs EquityShares of Rs. 10/- each at a premium of Rs. 14/- per share aggregating Rs. 766.08 Lakhsand the issue was successfully oversubscribed by 6.76 times and has made allotment of3192000 equity shares on 12th July 2016 and the company's entire post issuecapital of Rs. 1181.74 Lakhs divided into 11817400 Equity Shares of Face Value of Rs.10/- each were listed at the BSE SME Platform on 14th July 2016.

Utilization of the public issue proceeds:

The Company has generated funds of Rs. 766.08 Lakhs for the purposes and objects tomake repayment of the secured and unsecured loans and working capital needs as per theprospectus dated 23rd June 2016. The Company submits the following statementstowards the utilization of the issue proceeds as under:

Purpose/objects for raising of funds through public issue Amount raised in public issue Utilised till 30th August 2016 Remarks
(Rs. In lakhs)
1 Repayment of secured and unsecured loans 402.76 402.76* -
2 Working capital requirements 313.32 313.32 -
3 Issue expenses 50.00 47.12 Issue Expenses incurred till 30th August 2016 do not include the bills/invoices which are not checked/ verified and are pending for payment.
Total 766.08 763.20

*The amount utilized till 30th August 2016 includes the payment of installmentfor theTerm Loan taken from Bank of India of Rs. 1490000 on 30th June 2016 which occurs afterthe filing of Prospectus but before the receipts of proceeds after the closing of theissue. We had mentioned this in the prospectus under the heading Objects of the Issue onpage no. 118 as "We may repay the above loans before we obtain proceeds from theIssue through other means andsource of financing including bridge loan or otherfinancialarrangements which then will be repaid from the proceeds of the Issue."

Your directors place on record their sincere thanks to all the investors for placingtheir confidence in the working and management of the Company.

Your directors also place on record their sincere thanks to the SEBI BSE Ltd. LeadManager to the Issue M/s Pantomath Capital Advisors Pvt. Ltd. Registrar to the Issue M/sBigshare Services Pvt. Ltd. CSDL NSDL and all the agencies involved for their valuableservices and guidance extended to the Company for success of the public issue.

CHANGE IN THE NAME OF THE COMPANY

The Name of Company has been changed from Commercial Syn-Bags Limited to Commercial SynBags Ltd. by the special resolution passed at the Extra Ordinary General Meeting held on15th March 2016 and the Company has obtained a fresh certificate ofincorporation to effect the change in name from the Registrar of Companies on 18thMay 2016.

Further that in view of the Company's shares were listed at BSE under SME Platform theCompany is in the process to get modification in the CIN U25202MP1984PLC002669 to havestatus of listed company in MCA database.

TRANSFER TO RESERVES

During the year under review the company has not transferred any amount to the generalreserves. However the Company has transferred Rs. 15.00 Lakhs received as Capital Subsidyto Capital Reserve during the year 2015-16. (Previous year the Company has transferredRs.30.00 Lakhs received as Capital Subsidy to Capital Reserve and Rs. 73.80 Lakhs toSecurities Premium Reserve).

During the year under review the Company has utilized the amount of reserves to theextent of Rs. 646.91 Lakhs for the purpose of issuance of bonus shares. Further that theCompany has received share premium amount of Rs. 446.88 Lakhs in the public issue of3192000 equity shares of Rs. 10/- each at a premium of Rs. 14/- per share allotted on 12thJuly 2016.

FINANCE

Cash and cash equivalent as at 31st March 2016 is Rs. 26.27 Lakhs (Previous year Rs.41.53 Lakhs). Your Company continues to focus on management of its working capital.Receivables inventories and other working capital parameters are kept under continuousmonitoring.

The Company has also obtained approval for the financing of the proposed new projectfor expansion of SEZ Unit by way of Term Loan amounting to Rs. 1900.00 Lakhs from Bank ofIndia. The Company would be able to meet out its financial requirements for the short termand long term working capital as well as expansion plans.

Your directors place on record their appreciation to the Bankers of the Company Bank ofIndia and Bank of Baroda for providing timely financial support.

DEPOSITS

Your Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 and there were no remaining unclaimed deposits as on 31st March 2016.Further the Company has not accepted any deposit or loans in contravention of theprovisions of the Chapter V of the Companies Act 2013 and the Rules made there under.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not provided any loan and guarantee and also not made any investmentpursuant to Section 186 of the Companies Act 2013.

CSR INITIATIVES

In view of the profits and turnover of the company your Company was required toundertake CSR projects during the year 2015-16 under the provisions of section 135 of theCompanies Act 2013 and the rules made their under. As part of its initiatives under"Corporate Social Responsibility" (CSR) the Company has undertaken someactivities which are in accordance with Schedule VII of the Companies Act 2013. TheAnnual Report on CSR activities is annexed herewith as "Annexure A".

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year under review theCompany has not received any complaint. The management of the company endeavors to providesafe environment for the female employees of the company.

RISK MANAGEMENT POLICY AND INTERNAL CONTROL ADEQUACY

The Company is operating in manufacturing and supply of FIBC woven sacks Bulk BagsPoly Tarpaulin PP/HDPE Fabric Linear and Flexible Packaging etc. The major risks factorsinvolved in the manufacturing and trading process are constantly maintaining high qualitystandards fluctuations in the price of raw materials risks from Internationalcompetitors fluctuations in currency rates etc. Other than this the Government Policylocal area authority Taxation Policy may adversely affect the profitability of theCompany subject to various process and clearance etc as may be decided by the concerningState Government. Further general market conditions relating to the demand supply pricerelating to the products of the company.

Internal Financial Control & its effectiveness

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has appointed Internal Auditors and the scopeand authority of the Internal Audit (IA) function is defined in the procedure andappointment letter. To maintain its objectivity and independence the Internal Auditfunction reports to the Chairman of the Audit Committee of the Board.

Based on the report of internal audit process owners undertake corrective action intheir respective areas and thereby strengthen the controls. Further that the IndependentAuditors has also furnished a report which is annexed with the Auditors Report.

Vigil Mechanism/Whistle Blower Policy

The Company has a vigil mechanism named Vigil Mechanism/Whistle Blower Policy to dealwith instance of fraud and mismanagement if any. The details of the Vigil MechanismPolicy are annexed to the Board Report as "Annexure B"and is also postedon the website of the Company.

(Link-http://www.comsyn.com/wp-content/uploads/2016/07/CSBLVigil-Mechanism-Whistle-Blower-Policy.pdf)

SUBSIDIARY ASSOCIATE AND JOI NT VENTURE AN D AUDITED FINANCIAL STATEMENTS OF THECOMPANY

The Company does not have any subsidiary associate or joint venture during the year2015-16 as well as at the beginning or closing of the financial year therefore thefinancial statement is prepared on standalone basis and the requirement for disclosure inthe Form AOC-1 is not applicable. However your Company is an associate of Super SackPrivate Limited during Financial Year 2015-16 which is holding about 36.10% of the totalpaid up capital as on 31.03.2016.

BOARD OF DIRECTORS THEIR MEETINGS & KMPs

Composition of Board of Directors as on 31.03.2016:

Shri Anil Choudhary Chairman & Managing Director
Smt. Ranjana Choudhary Whole Time Director
Shri Virendra Singh Pamecha Whole Time Director
Shri Hitesh Mehta Independent Director
Shri Neetesh Gupta Independent Director
Shri Chintan Pushpraj Singhvi Independent Director

Independent Directors

As per provisions of the Companies Act 2013 Shri Hitesh Mehta (DIN: 00427646) andShri Neetesh Gupta (DIN: 06689342) were appointed as Independent Directors on the Boardw.e.f 20th June 2015 for a term of Five years. Further Shri Chintan PushprajSinghvi (DIN: 07334755) was also appointed as Independent Director on the Board w.e.f. 30thNovember 2015 for a term of five consecutive years. The appointments of the aforesaidIndependent directors were confirmed by the members at the AGM held on 30thSept. 2015 and EGM held on 15th March 2016 respectively. All the IndependentDirectors shall be eligible for re-appointment on passing of a special resolution by theCompany for a second term of 5 years and shall not be liable to retire by rotation.However in your company none of the Independent Director is liable for re-appointment.

The Independent Directors have given declaration of Independence stating that they meetthe criteria of independence as mentioned under Section 149(6) of the Companies Act 2013.Further that the Board is of the opinion that all the independent directors fulfill thecriteria as laid down under the Companies Act 2013 during the year 2015-16 as well as theSEBI (LODR) Regulations 2015.

Directors seeking re-appointment at the ensuing Annual General Meeting

In accordance with the provisions of the Companies Act 2013 and in terms of theArticles of Association of the Company Smt. Ranjana Choudhary (DIN: 03349699) Whole TimeDirector of the Company is liable to retire by rotation and being eligible offers herselffor re-appointment.

Changes in Directors and Key Managerial Personnel

The Company has Shri Anil Choudhary Chairman & Managing Director Smt. RanjanaChoudhary Whole Time Director and Shri Virendra Singh Pamecha Whole Time Director on theBoard and they have been categorized as Key Managerial personnel as per the Companies Act2013.

Shri Anil Choudhary (DIN: 00017913) has been re appointed as Chairman & ManagingDirector of the Company (liable to retire by rotation); for a period of 5 years w.e.f. 20thFebruary 2016. His appointment was also approved by the Members at their Extra OrdinaryGeneral Meeting held on 15th March 2016.

Shri Virendra Singh Pamecha (DIN: 07456367) has been appointed as Additional &Whole Time Director (liable to retire by rotation); of the Company for a period of 5years w.e.f. 26th March 2016. His appointment was also approved by the Membersat their Extra Ordinary General Meeting held on 26th April 2016.

CS Megha Parmar has been appointed as Company Secretary & Compliance Officer ofthe Company w.e.f. 26th March 2016 and designated as the Key ManagerialPersonnel.

Shri Ravindra Choudhary who has been working as Manager (Marketing) in the Companysince last 5 years; has been designated as Chief Executive Officer and Key ManagerialPersonnel of the Company w.e.f. 12th May 2016.

Shri Abhishek Jain who has been working as General Manager-Finance in the Companysince last 10 years; has been designated as Chief Financial Officer and Key ManagerialPersonnel of the Company w.e.f. 12th May 2016.

Board Independence

Our definition of 'Independence' of Directors or Regulation is derived from Regulation16 of SEBI (LODR) Regulations 2015 and Section 149(6) of the Companies Act 2013. TheCompany is having total 6 directors in the Board out of them the following 3 directors areindependent directors

1. Shri Hitesh Mehta : Independent Director
2. Shri Neetesh Gupta : Independent Director
3. Shri Chintan Pushpraj Singhvi : Independent Director

Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company/business policyand strategy apart from other Board business. The notice of Board meeting is given well inadvance to all the Directors. Meetings of the Board are held in Indore at the RegisteredOffice. The Agenda of the Board/Committee meetings is circulated at least a week prior tothe date of the meeting. However in case of urgent business needs notice & agenda ofBoard/Committee meetings were circulated on shorter notice period with consent andpresence of Independent Directors at the Meeting. The Agenda for the Board and Committeemeetings includes detailed notes on the items to be discussed at the meeting to enable theDirectors to take an informed decision.

The Board met 11(Eleven) times in the Financial Year 2015-16 viz. on 20thJune 2015; 03rd July 2015; 03rd September 2015; 17thSeptember 2015; 15th October 2015; 26th November 2015; 30thNovember2015; 10th February 2016; 18th February 2016; 01stMarch 2016 and 26th March 2016. The maximum interval between any two meetingsdid not exceed 120 days.

Separate Meeting of Independent Directors

As stipulated by the Code of Conduct for Independent Directors under the Companies Act2013 a separate meeting of the Independent Directors of the Company was held on 30thNovember 2015 to review the performance of Non-Independent Directors (including theChairman) and the entire Board. The Independent Directors also reviewed the qualitycontent and timeliness of the flow of information between the Management and the Board andits' Committees which is necessary to effectively and reasonably perform and dischargetheir duties.

COM PANY'S POLICY ON DIRECTORS' APPOINTM ENT AN D REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under section 178(3) is annexed with the Report as "AnnexureC"and is uploaded on company's website (Link - http://www.comsyn.com/wp-content/uploads/2016/07/CSBL Nomination-and-Remuneration-Policy.pdf

Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of thefollowing 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 itsperformance

iv. Providing perspectives and feedback going beyond information provided by themanagement

v. Commitment to shareholder and other stakeholder interests

The evaluation involves self-evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis/her evaluation.

COMMITTEES OF THE BOARD

The Company has following four Committees as follows:

(a) Audit Committee: The Company has constituted Audit Committee as per section 177of the Companies Act 2013 and Regulation 18 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015; vide resolution passed at the meeting of theBoard of Directors held on June 20 2015. The terms of reference of Audit Committee arebroadly in accordance with the provisions of SEBI (LODR) Regulations 2015 and CompaniesAct 2013. The Audit Committee comprises of the following Directors of the Company as on31st March 2016.

Name of director Nature of Directorship Designation in the Committee
Shri Hitesh Mehta Independent Director Chairman
Shri Neetesh Gupta Independent Director Member
Shri Anil Choudhary Chairman & Managing Director Member

(b) Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee in accordancesection 178 of the Companies Act 2013. The constitution of the Nomination andRemuneration Committee was approved by a Meeting of the Board of Directors held onNovember 30 2015. The Audit Committee comprises of the following Directors of the Companyas on 31st March 2016.

Name of director Nature of Directorship Designation in the Committee
Shri Hitesh Mehta Independent Director Chairman
Shri Neetesh Gupta Independent Director Member
Shri Chintan Pushpraj Singhvi Independent Director Member

(c) Stakeholders' Relationship Committee

The Company has constituted a shareholder / investors grievance committee("Stakeholders Relationship Committee") to redress complaints of theshareholders. The Stakeholders' Relationship Committee was constituted vide resolutionpassed at the meeting of the Board of Directors held on March 26 2016. The Stakeholders'Relationship Committee comprises the following Directors as on 31st March2016:

Name of director Nature of Directorship Designation in the Committee
Shri Neetesh Gupta Independent Director Chairman
Shri Hitesh Mehta Independent Director Member
Shri Anil Choudhary Chairman & Managing Director Member

(d) Corporate Social Responsibility Committee

Company has constituted a Corporate Social Responsibility Committee in accordancesection 135 of Companies Act 2013. The constitution of the Corporate SocialResponsibility was approved by a meeting of the Board of Directors held on April 15 2014and reconstituted by the board of Directors at their Meeting held on June 20 2015. TheCorporate Social Responsibility Committee comprises the following Directors as on 31stMarch 2016:

Name of director Nature of Directorship Designation in the Committee
Shri Anil Choudhary Chairman & Managing Director Chairman
Shri Hitesh Mehta Independent Director Member
Smt. Ranjana Choudhary Whole Time Director Member

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year were onArm's Length Basis and were in the Ordinary Course of business. There are no materiallysignificant Related Party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.

All Related Party Transactions were approved by the Audit Committee and the Board. Thetransactions entered into by the company are audited. The Company has developed RelatedParty Transactions manual Standard Operating Procedures for purpose of identification andmonitoring of such transactions.

The policy of Related Party Transactions as approved by the Board is available on theCompany's website (Link - http:// www.comsyn.com/wp-content/uploads/2016/37/CSBLPolicv-for-Related-Party-Transactions.pdf).The company has done Related Party Transactionin the ordinary course of business and which are on Arms' Length Basis and which are notmaterial in nature and hence the requirement of Form AOC-2 is not applicable on thecompany.

SIGNIFICANT AND MATERIAL ORDERSPASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

AUDITORS THEIR REPORT & COMMENTS BY THE MANAGEMENT:

Statutory Auditors

M/s Gupta & Ashok Chartered Accountants Statutory Auditors were appointed for aterm of 5 years at the Annual General Meeting of the Company held on 30thSept. 2014 and they have confirmed their eligibility under Section 141(3)(g) of theCompanies Act 2013 and the rules framed hereunder for ratification of appointment asStatutory Auditors of the Company. As required under Regulation 33(d) of the SEBI (LODR)Regulation 2015 the auditors have also confirmed that they hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India.

Your Board is pleased to inform that there is no such observation made by the Auditorsin their report which needs any explanation by the Board.

Secretarial Audit

The equity shares of the Company have been listed on SME Platform of BSE Limited w.e.f14th July 2016. The turnover and the paid up capital of the company as onMarch 31 2016 were below the applicability criteria for secretarial audit as prescribedunder the Companies Act 2013 and rules made there under. In view of the same secretarialaudit under section 204 of the Companies Act 2013 was not applicable on the Companyduring the year under review.

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY

In terms of the provisions of section 134(3)(ca) of the Companies Act 2013 there wereno frauds committed against the Company and persons who are reportable under section141(12) by the Auditors to the Central Government. Alsothere were no non-reportablefrauds during the year 2015-16.

CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform of BSE Limited isexempted from provisions of corporate governance as per Regulation 15 of SEBI (LODR)Regulations 2015. Hence no Corporate Governance Report is required to be disclosed withAnnual Report. It is pertinent to mention that the Company follows majority of theprovisions of the corporate governance voluntarily.

CODEOFCONDUCT

Regulation 17(5) of the SEBI (LODR) Regulations 2015 requires listed companies to laydown a Code of Conduct for its directors and senior management incorporating duties ofdirectors as laid down in the Companies Act 2013. The Company has adopted a Code ofConduct for all Directors and Senior Management of the Company which is applicable witheffect from the date of listing of the Company i.e. 14th July 2016 and samehas been hosted on the website of the companv.(http://www.comsvn.com/wp-content/uploads/2016/08/CSBLCode-of-Conduct-for-BODKMPs-Senior- Management .pdf)

CONSOLIDATED FINANCIAL STATEMENTS

Since the company is not having any subsidiary associates or joint venture thereforethe requirement for Consolidated Financial Statements in accordance with relevantAccounting Standards (AS) is not applicable to the Company.

CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureD".

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

Except that as stated in the relevant places the material changes development fromthe 31st March 2016 till the date of this Boards Report there are no material changeswhich may affect the financial position of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 isannexed herewith as "Annexure E".

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION ANDPARTICULARS OF EMPLOYEES

Details pursuant to provision of section 197(12) of Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014and the details of Top 10 employees given in the Annexure F. During the year noneof the employees received remuneration in excess of Rs. One Crore Two Lakhs or more perannum in accordance with the provisions of Section 197 of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andamendment thereof. Therefore there is no information to disclose in terms of theprovisions of the Companies Act 2013.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workers andemployees at all levels. PREVENTION OF INSIDER TRADING

The Provisions of SEBI (Prohibition of Insider Trading) Regulation 2015; were notapplicable on the Company during Financial Year 2015-16. However the Company has adoptedCode of Conduct under SEBI (Prohibition of Insider Trading) Regulation 2015 which isapplicable with effect from date of listing of the Company i.e. 14th July 2016and same has been hosted on the website of the company.

SECRETARIAL STANDARDS OF ICSI

The Secretarial Standards as specified by the Institute of Company Secretaries of Indiafor Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effectfrom 1stJuly 2015. The Company is in compliance with the same.

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge support of the BSE Ltd. Lead Manager Share TransferAgent and other intermediatories of the Public Issue of the Company and also to allstakeholders of the Company viz. customers members dealers vendors bankers and otherbusiness partners for the excellent support received from them during the year. TheDirectors place on record their sincere appreciation to all employees of the Company fortheir unstinted commitment and continued contribution to the Company.

For and on behalf of the Board
Place : Indore Anil Choudhary
Date : 30 August 2016 Chairman & Managing Director
DIN : 00017913

Upgrade To Premium Services

Welcome User

Business Standard is happy to inform you of the launch of "Business Standard Premium Services"

As a premium subscriber you get an across device unfettered access to a range of services which include:

  • Access Exclusive content - articles, features & opinion pieces
  • Weekly Industry/Genre specific newsletters - Choose multiple industries/genres
  • Access to 17 plus years of content archives
  • Set Stock price alerts for your portfolio and watch list and get them delivered to your e-mail box
  • End of day news alerts on 5 companies (via email)
  • NEW: Get seamless access to WSJ.com at a great price. No additional sign-up required.
 

Premium Services

In Partnership with

 

Dear Guest,

 

Welcome to the premium services of Business Standard brought to you courtesy FIS.
Kindly visit the Manage my subscription page to discover the benefits of this programme.

Enjoy Reading!
Team Business Standard