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Commercial Syn Bags Ltd.

BSE: 539986 Sector: Industrials
NSE: N.A. ISIN Code: INE073V01015
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VOLUME 3000
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P/E 9.33
Mkt Cap.(Rs cr) 53
Buy Price 42.60
Buy Qty 3000.00
Sell Price 45.50
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OPEN 44.90
CLOSE 42.65
VOLUME 3000
52-Week high 63.90
52-Week low 41.00
P/E 9.33
Mkt Cap.(Rs cr) 53
Buy Price 42.60
Buy Qty 3000.00
Sell Price 45.50
Sell Qty 3000.00

Commercial Syn Bags Ltd. (COMMERLSYNBAGS) - Director Report

Company director report

To

The Members

Commercial Syn Bags Limited

The Directors take pleasure in presenting the 33rd Annual Report together with theaudited financial statements for the year ended March 31 2017.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

Total revenue for the year was Rs. 12098.16 Lakhs as compared to Rs. 11782.40 Lakhsincreased by 2.68%

Revenue from operations for the year was Rs.11901.47 Lakhs as compared to Rs. 11721.35Lakhs in the previous year increased by 1.54%

Profit before tax for the year was Rs. 758.84 Lakhs as compared to Rs. 813.80 Lakhs inthe previous year decreased by 6.75%

Profit after tax for the year was Rs. 531.70 Lakhs as compared to Rs. 592.92 Lakhs inprevious year in the previous year decreased by 10.33%.

SUMMARISED PROFIT AND LOSS ACCOUNT

(Rs. in Lakhs)

Particulars Year ended
31.03.2017 31.03.2016
Total Revenue (Revenue from operations and other income) 12098.16 11782.40
Profit Before Tax (PBT) 758.84 813.80
Provision for Tax (227.14) (220.88)
Profit After Tax (PAT) 531.70 592.92
Balance brought forward from previous year 1892.20 1526.83
Less: Utilized during the year for issuing bonus shares 0.00 (217.88)
Less: Write off Registration fee & Stamp duty paid on increase in authorized share capital 0.00 (9.68)
Less: Prior Period Taxations (0.02) 0.00
Surplus carried to the next year's account 2423.88 1892.20
Earning per share 4.87 6.87

STATE OF THE COMPANY'S AFFAIRS & REVIEW OF OPERATIONS

The Company is carrying business of manufacturer producers processors importersexporters buyers and sellers of FIBC Bulk Bags Poly Tarpaulin Woven Sacks/Bags BoxBags PP/HDPE Fabric Liner and Flexible Packaging etc. from its Plants located atPithampur District Dhar (M.P).

During the year under review there has been no change in the nature of the business ofthe Company except that it has installed the Solar Power Project in Sitamau Dist.Mandsaur (M.P.) on 23rd March 2017 and the powers to be generated will be used forcaptive consumption.

Updates on Ongoing Projects:

1. Expansion of Company's SEZ Unit situated at Pithampur (MP) :

The Board of Directors at their meeting held on 19th August 2016 has approved theexpansion plan of Company's SEZ Unit situated at Pithampur (M.P.) with the total estimatedinvestment of Rs. 2810 Lakhs. The brief details and updates on the aforesaid capacityaddition/expansion are as follows:

1. The company is in the process of expanding its operations at Unit SEZ situated atPithampur (M.P.) by setting up of complete manufacturing facilities by installation ofTape Line and Looms with clean room facilities for manufacturing of food grade jumbo andFIBC bags. The project was estimated to be completed by July 2017.

2. However due to the reasons as listed below the SEZ expansion/capacity addition isdelayed by 7 Months and now is expected to be completed by end of February 2018positively.

Reasons for delay:

1. There was delay in tendering process for selection of the competent contractorsuitable to our scale for construction of building.

2. Scarcity of water for construction during the summer season and alsonon-availability of water from MPAKVN has affected the on-going construction activities.

3. Shortage of Labour at contractor end has also affected the pace of construction.

4. Delay in supply of cement and steel in SEZ during the transition phase ofimplementation of GST.

The delay in completion of the project was due to the external factors which werebeyond the control of management of the Company. However the company is trying tocomplete the project well within the period mentioned above i.e. by end of February 2018positively. The aforesaid delay will not affect the existing business activities of theCompany as such.

2. Installation of Solar Power Generation System at Ujaas Solar Park Sitamau MadhyaPradesh

The Company has installed 1.0 MW [1.2 MW peak (p)] Solar Power Generating System andinstallation work completed on 23rd March 2017 at Ujaas Solar Park Sitamau (MP) withthe total investment of Rs. 588.88 Lakhs. The electricity generated through Solar PowerGenerating System will be used as captive consumption for Company's Manufacturing Unitssituated at Pithampur (MP) from June 2017 onwards. This is the first move of the Companytowards utilization of green & renewable energy "a way towards go greeninitiative".

3. Appointment of the Company as Domestic Channel Partners of OPaL for Polymers (PE/PP) for a period of 3 years

ONGC Petro-additions Limited (OPaL) vide its Letter No.: OPaL/CP/LOA/27 dated 30thMarch 2017 has appointed Commercial Syn Bags Ltd. as its Del CredreAgent-cum-Consignment Stockist (DCA-cum-CS) for Madhya Pradesh at Indore location for aperiod of 3 (three) years.

Achievements:

1. Award winner for being one of the Top Performers in SME Segment of BSE:

The Company has been awarded by BSE Limited for being one of the top performers in SMESegment of BSE. at Diwali Muhurat Trading function and Felicitation of Top VolumePerformers Programme of BSE held on October 30 2016 at Mumbai.

2. Honored for being one of the Exporters having long standing association with ECGC:

The Company has been honored by ECGC Limited for continuous and long standingassociation with ECGC as an Exporter at Diamond Jubilee Celebrations Programme of ECGCheld on 23rd January2017 at Indore.

3. Receipt of Certificate of recognition as "Two Star Export House" underForeign Trade Policy 2015-2020:

The Company has received Certificate of Recognition as "Two Star ExportHouse" for a period of 5 years w.e.f. 05.11.2016 to 04.11.2021 in accordance with theprovisions of the Foreign Trade Policy 2015-2020 from Directorate General of ForeignTrade Ministry of Commerce & Industry GOI vide Certificate dated 10th Feb. 2017which was received by the Company on 14th Feb. 2017.

4. Receipt of BRC Certificate (Grade A) from Intertek Certifications Limited forCompany's Unit-I situated at Pithampur:

Company's Unit-I situated at Shed No. S-4/1 Sector-1 Pithampur Distt. Dhar(MP)-454774 has achieved "Grade A" Certificate from Intertek CertificationsLimited (a UKAS accredited body for certification) for meeting the requirements as setout in the BRC Global Standard for Packaging and Packaging Materials Issue 5: July 2015for separate clean room facilities situated at Unit-I for manufacturing of packagingmaterial to be used for food and non food application.

The BRC Certificate was issued on 16th February; 2017and is valid upto 15th February2018.

CREDIT RATING:

CRISIL Limited vide their letter number CSBL/170271/BLR/021700450 dated 14th February2017; have reaffirmed the following ratings to the bank loan facilities of Rs. 62.55Crores availed by the Company:

Total Bank Loan Facilities Rated Rs.62.55 Crore (Enhanced from Rs.44.00 Crore)
Long Term Rating CRISIL BBB/Stable (Reaffirmed)
Short-Term Rating CRISIL A3+ (Reaffirmed)

The rating was valid only till 31st March 2017. The abovementioned rating was furtherre-affirmedby CRISIL Limited vide their letter number CSBL/170271/BLR/021700450/1 till31st March 2018.

DIVIDEND

To strengthen the financial position and funding to the ongoing projects of theCompany no dividend is recommended by the Board for the Financial Year 2016-17.(Previousyear Nil)

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of the knowledge and belief and according to the information andexplanations obtained by them your Directors confirms the following statements in termsof Section 134(3)(c) of the Companies Act 2013:

a. that in the preparation of the annual accounts for the year ended 31st March 2017the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

b. that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently. Judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2017.

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 were 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 2017 was Rs. 1181.74Lakhs divided into 11817400equity shares of Rs. 10/- each. During the year under reviewthe Company has issued and allotted 3192000 fully paid-up Equity Shares to successfulapplicants under its Initial Public Offer as per Prospectus dated 23rd June 2016. TheCompany has not issued shares with differential voting rights or granted stock options orsweat equity.

PUBLIC ISSUE OF THE EQUITY SHARES AND LISTING ON BSE SME PLATFORM:

During the year under review the Company has issued prospectus to the general public on23rd June 2016 for making public issue of 3192000 Equity Shares of Rs. 10/- each at apremium of Rs. 14/- per share aggregating Rs. 766.08 Lakhs and the issue was successfullyoversubscribed by 6.76 times and has made allotment of 3192000 equity shares on 12thJuly 2016 and the company's entire post issue capital of Rs.1181.74 Lakhs divided into11817400 Equity Shares of Face Value of Rs. 10/- each were listed at the BSE SMEPlatform on 14th July 2016.

Your Directors place their sincere thanks to all the investors and the BSE SEBIMerchant Bankers and all the agencies for their guidance and support. The Company's equityshares are regularly being traded at the floor of the BSE SME Platform and as on 31stMarch 2017 closing price was Rs. 59.00/- per equity share.

Statement for utilization of Public Issue Proceeds for the year ended on 31st March2017 and Declaration regarding no deviation(s)/variation(s) from the objects stated inprospectus:

The Company has generated IPO 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 statements towards theutilization of the issue proceeds as under:

S. N. Category wise variation (Purpose for raising of funds through public issue) Amount raised in public issue for the object mentioned in Prospectus Actual Utilization of Issue Proceeds till 31st March 2017 Balance Amount to be utilized as on 31st March 2017 Deviation(s)/ Variation(s) if any
1. Repayment of Secured and Unsecured loans 402.76 402.76 Nil Nil
2. Working Capital Requirements 313.32 313.32 Nil Nil
3. Issue Expenses 50.00 50.02 Nil *0.02
Total 766.08 766.10 Nil 0.02

*Excess Issue Expenses to the extent of Rs. 0.02 Lakhs have been incurred from internalresources.

As per Regulation 32 of SEBI (LODR) Regulations 2015 we hereby confirm that publicissue proceeds have been fully utilized and there is no deviation/variation in actualutilization of public issue proceeds from the objects as stated in the Prospectus dated23rd June 2016.

CHANGE IN THE NAME OF THE COMPANY

The Name of Company has been changed from Commercial Syn-Bags Limited to Commercial SynBags Limited by the special resolution passed at the Extra Ordinary General Meeting heldon 15th March 2016 and the Company has obtained a fresh certificate of incorporation toeffect the change in name from the Registrar of Companies on 18th May 2016.

Further that in view of the Company's shares were listed at the BSE under SME Platformthe CIN has been modified from U25202MP1984PLC002669 to L25202MP1984PLC002669 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 received security premium amount of Rs. 446.88 Lakhs inthe public issue of 31.92 Lakhs equity shares of Rs. 10/- each at a premium of Rs. 14/-per share allotted on 12th July 2016 and transferred the same to Securities PremiumReserves. Further that the Company has utilized the amount of Securities Premium Reservesto the extent of Rs.40.35 Lakhs for the purpose of writing off public issue expenses.

FINANCE

Cash and cash equivalent as at 31st March 2017 is Rs. 32.08 Lakhs (Previous year Rs.26.27 Lakhs).Your Company continues to focus on management of its working capital.Receivables inventories and other working capital parameters are kept under continuousmonitoring.

During the year under review the Company has obtained approval for the financing of theproposed new project for expansion of SEZ Unit by way of Term Loan amounting to Rs.1900.00 Lakhs from Bank of India. Further that the Term Loan amounting to Rs. 420.00 Lakhswas also obtained from the Bank of Baroda for Company's Solar Division. The Company wouldbe able to meet out its financial requirements for the short term and long term workingcapital as well as for expansion plans.

Your directors place on record their appreciation to Bank of India and Bank of Barodafor 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 2017. Further theCompany has not accepted any deposit or loans in contravention of the provisions of theChapter 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 guarantees 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 2016-17 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 variousactivities which are in accordance with CSR Policy of the Company and Schedule VII of theCompanies Act 2013.The Annual Report on CSR activities is annexed herewith as "AnnexureA".

OCCUPATIONAL HEALTH & SAFETY (OH&S)

This initiative involved positive engagement of personnel on the plant at every level.With regard to contractor safety two key areas of focus were identified namely FacilityManagement for the contractors' employees and Equipment Tools & Material Management.The Facility Management initiative was implemented to ensure adequate welfare facilitiesfor contract labor such as washrooms with bathing facilities rest rooms availability ofdrinking water etc. The Equipment Tools & Material Management Program ensured thatthe tools used by contractors were safe. The process of screening of contractors was mademore stringent to ensure that the contractors were aligned with the Company's objectivesto ensure ‘Zero Harm'.

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

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘Act') and Rules made thereunder yourcompany has constituted Internal Complaints Committees (ICC). Statement showing the numberof complaints filed during the financial year and the number of complaints pending as onthe end of the financial year is shown as under: -

Category No. of complaints pending at the beginning of F.Y. 2016-17 No. of complaints filed during the F.Y. 2016-17 No. of complaints pending as at the end of F.Y. 2016-17
Sexual Harassment Nil Nil Nil

Since there is no complaint received during the year which is appreciable as themanagement of the company endeavor to provide safe environment for the female employees ofthe company.

RISK MANAGEMENT POLICY AND INTERNAL CONTROL ADEQUACY

The Company is operating in manufacturing and trading of FIBC Bulk Bags PolyTarpaulin Woven Sacks/Bags Box Bags PP/HDPE Fabric Liner and Flexible Packaging etc.The major risks factors involved in the manufacturing and trading process is constantlymaintaining high quality standards fluctuations in the price of raw materials risks fromInternational competitors fluctuations in currency rates etc. Other than this theGovernment Policy local area authority Taxation Policy may adversely affect theprofitability of the Company subject to various process and clearance etc. as may bedecided by the concerning State Government. Further general market conditions relating tothe demand supply and price relating to the products of the company also affect thebusiness operations 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 and process the company undertakes correctiveaction in their respective areas and thereby strengthens the controls. Significant auditobservations and corrective actions thereon if any are presented to the Audit Committeeof the Board

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 arealso posted on the website of the Company.

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

SUBSIDIARY ASSOCIATE AND JOINT VENTURE OF THE COMPANY

The Company does not have any subsidiary associate or joint venture during thefinancial year 2016- 17 as well as at the beginning or closing of the financial yeartherefore the financial statement is prepared on standalone basis and the requirement fordisclosure in the Form AOC-1 is not applicable. Further that the Company is an associateof Super Sack Pvt. Ltd. which is holding 3114000 equity shares representing 26.35% oftotal paid up equity share capital of the Company as on 31st March 2017. Due to increasein the paid up capital of the Company the percentage of the shares held by the associatecompany was reduced from 36.10% to 26.35%.

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 promoter andManaging Director. The Board members are highly qualified with the varied experience inthe relevant field of the business activities of the Company which plays significantroles for the business policy and decision making process and provide guidance to theexecutive management to discharge their functions effectively.

Board Independence

Our definition of ‘Independence' of Directors or Regulation is derived fromRegulation 16 of SEBI (LODR) Regulations 2015 and Section 149(6) of the Companies Act2013. The Company is having total 6 directors in the Board out of them the followingdirectors are independent directors;

1. Shri Hitesh Mehta

2. Shri Neetesh Gupta (From 20.06.2015 to 10.05.2017)

3. Shri Milind Mahajan (w.e.f. 10.05.2017)

4. Shri Chintan Pushpraj Singhvi

As per provisions of the Companies Act 2013 Independent Directors were appointed fora term of 5 (five) consecutive years but shall be eligible for re-appointment on passingof a special resolution by the Company 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 thatthey meet the criteria of independence as prescribed under section 149(6) of the CompaniesAct 2013. Further that the Board is of the opinion that all the independent directorsfulfill the criteria as laid down under the Companies Act 2013 and the SEBI (LODR)Regulations 2015 during the year 2016-17.

Directors seeking appointment / re-appointment at the ensuing Annual General Meeting

1. In accordance with the provisions of the Companies Act 2013 and in terms of theArticles of Association of the Company Shri Anil Choudhary Chairman & ManagingDirector (DIN: 00017913) of the Company is liable to retire by rotation at ensuing AnnualGeneral Meeting and being eligible offers him self for re-appointment.

2. The tenure of Smt. Ranjana Choudhary Whole Time Director is lapsed on 31st May2017 therefore upon the recommendation of Nomination and Remuneration Committee of theBoard the Board of Directors at their meeting held on 09th March 2017 has re-appointedher for a further term of 5 (Five) years w.e.f. 0 1st June 2017 subject to the approvalof members at ensuing Annual General Meeting.

3. Upon the recommendation of Nomination and Remuneration Committee of the Board theBoard of Directors at their meeting held on 10th May 2017 has appointed Shri MilindMahajan as Additional Director under the category of Independent Director for a term of 5(Five) years w.e.f. 10th May 2017 subject to the approval of members at ensuing AnnualGeneral Meeting.

The Board recommends to pass necessary resolutions for approval of the members as setout in the notice of the annual general meeting.

Changes in Directors and Key Managerial Personnel

Shri Anil Choudhary Chairman & Managing Director Smt. Ranjana Choudhary WholeTime Director Shri Virendra Singh Pamecha Whole Time Director Shri Ravindra ChoudharyCEO Shri Abhishek Jain CFO and CS Megha Parmar Company Secretary &ComplianceOfficer have been categorized as Key Managerial Personnel within the meaning of section203 of the Companies Act 2013.

There was no change in the composition of Directors and Key Managerial Personnel duringthe Financial Year 2016-17 except the following:

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

2. Shri Ravindra Choudhary who was working as Manager (Marketing) in the Company sincelast 5 years; was designated as Chief Executive Officer andKey Managerial Personnel of theCompany w.e.f. 12th May 2016.

3. Shri Abhishek Jain who was working as General Manager-Finance in the Company sincelast 10 years; was designated as Chief Financial Officer and Key Managerial Personnel ofthe Company w.e.f. 12th May 2016.

4. Smt. Ranjana Choudhary (DIN: 03349699) has been re-appointed as Whole Time Director& KMP of the Company for a further period of 5 (Five) Years w.e.f. 01st June 2017subject to approval of Members at ensuing Annual General Meeting.

5. Shri Neetesh Gupta (DIN: 06689342) Independent Director has resigned from the Boardw.e.f. 10th May 2017 vide his resignation letter dated 02nd May 2017. The Board ofDirectors at their meeting held on 10th May 2017 accepted his resignation.

6. Shri Milind Mahajan (DIN: 00155762) was appointed as Additional Director on theBoard under the category of Independent Director w.e.f. 10th May 2017 subject to approvalof Members at ensuing Annual General Meeting.

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 in advance to all the Directors. Meetings ofthe Board are held in Indore at the Registered Office. The Agenda of the Board/Committeemeetings is circulated at least a week prior to the date of the meeting. However in caseof urgent business needs notice & agenda of Board/Committee meetings were circulatedon shorter notice period with consent and presence of Independent Directors at theMeeting.The Agenda for the Board and Committee meetings includes detailed notes on theitems to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 10 (Ten)times in the Financial Year 2016-17 viz. 12th May 2016; 7thJune 2016; 22nd June 2016; 12th July 2016; 19th August 2016; 30th August 2016; 14thNovember 2016; 3rd January 2017; 9th March 2017; 29th March 2017.The maximum intervalbetween any two meetings did not exceed 120 days.

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act 2013; aseparate meeting of the Independent Directors of the Company was held on 14th November2016 to review the performance of Non-Independent Directors (including the Chairman) andthe entire Board. The Independent Directors also reviewed the quality content andtimeliness of the flow of information between the Management and the Board and its'Committees which is necessary to effectively and reasonably perform and discharge theirduties.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND 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 the 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 five Committees:

(a) Audit Committee:

The Company has constituted Audit Committee as per requirement of section 177 of theCompanies Act 2013 and Regulation 18 of the SEBI (LODR) Regulations 2015. The terms ofreference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR)Regulations 2015 and Companies Act 2013.The constitution of the Audit Committee wasapproved by the Board of Directors and was re-constituted as per requirements. The AuditCommittee comprises of the following Directors of the Company:

S.No. Name of director Nature of Directorship Designation in the Committee
1. Shri Hitesh Mehta Independent Director Chairman
2. Shri Neetesh Gupta (till 10th May 2017) Independent Director Member
3. Shri Milind Mahajan (w.e.f. 10th May 2017) Independent Director Member
4. Shri Anil Choudhary Chairman & Managing Director Member

(b) Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee in accordance withsection 178 of the Companies Act 2013 and the SEBI (LODR) Regulations 2015. Theconstitution of the Nomination and Remuneration Committee was approved by a Meeting of theBoard of Directors held and was re-constituted on requirements. The Nomination andRemuneration Committee comprises of the following Directors of the Company:

S.No. Name of Director Nature of Directorship Designation in the Committee
1. Shri Hitesh Mehta Independent Director Chairman
2. Shri Neetesh Gupta (till 10th May 2017) Independent Director Member
3. Shri Milind Mahajan (w.e.f. 10th May 2017) Independent Director Member
4. Shri Chintan Singhvi Independent Director Member

(c) Stakeholders' Relationship Committee:

The Company has constituted a shareholder/investors grievance committee("StakeholdersRelationship Committee") to redress complaints of theshareholders. The Committee was constituted by the Board and was re-constituted on needbasis. The Stakeholders' Relationship Committee comprises the following Directors:

S.No. Name of Director Nature of Directorship Designation in the Committee
1. Shri Neetesh Gupta (till 10th May 2017) Independent Director Chairman
2. Shri Milind Mahajan (w.e.f. 10th May 2017) Independent Director Chairman
3. Shri Hitesh Mehta Independent Director Member
4. Shri Anil Choudhary Chairman & Managing Director Member

(d) Corporate Social Responsibility (CSR) Committee:

Company has constituted a CSR Committee in accordance with the provisions of section135of Companies Act 2013. The constitution of the CSR Committee was approved by a meetingof the Board and reconstituted as per requirements. The CSR Committee comprises thefollowing Directors:

S.No. Name of Director Nature of Directorship Designation in the Committee
1. Shri Anil Choudhary Chairman & Managing Director Chairman
2. Shri Hitesh Mehta Independent Director Member
3. Smt. Ranjana Choudhary Whole Time Director Member

(e) Borrowing Committee:

Board of Directors has voluntarily constituted Borrowing Committee of the Board andpowers of Borrowing under Section 179(3)(d) of the Companies Act 2013 were delegated tothe said committee. This Committee comprises the following directors:

S.No. Name of Director Nature of Directorship Designation in the Committee
1. Shri Anil Choudhary Chairman & Managing Director Chairman
2. Smt. Ranjana Choudhary Whole Time Director Member
3. Shri Virendra Singh Pamecha Whole Time Director Member
4. Shri Hitesh Mehta Independent Director Member

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year 2016-17were on Arm's Length Basis and were in the Ordinary Course of business. There are nomaterially significant Related Party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

All Related Party Transactions were approved by the Audit Committee on omnibus basis orotherwise and the Board. The transactions entered into by the company are audited. TheCompany has developed Related Party Transactions Policy Standard Operating Procedures forpurpose of identification and monitoring of such transactions.

The RPT Policy as approved by the Board is available on the Company's website (Link -http://www.comsyn.com/wp-content/uploads/2016/07/CSBL_Policy-for-Related-Party-Transactions.pdf).Requirement of Form AOC-2 for annexed with the Board Report is not applicable on thecompany during the year 2016-17.

SIGNIFICANT AND MATERIAL ORDERS PASSED 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 the Statutory Auditors were appointed fora term of 5 years at Annual General Meeting of the Company held on 30th Sept. 2014 andthey have confirmed their eligibility under Section 141(3)(g) of the Companies Act 2013and the rules framed hereunder for ratification by the Members for appointment asStatutory Auditors of the Company for Financial Year 2017-18. As required under Regulation33(d) of theSEBI (LODR) Regulation 2015 the auditor has also confirmed that they hold avalid certificate issued by the Peer Review Board of the Institute of CharteredAccountants 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 Auditors

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 hasappointed M/s Ishan Jain & Co. Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the year 2016-17. The Report of the SecretarialAuditors in Form MR-3 is annexed herewith as "Annexure D" of thisreport. Your Board is pleased to inform that there is no such observation made by theAuditors in their report which needs any explanation by the Board except that:

1) Some forms were filed by the Company after the prescribed time along with theadequate additional filing fee and this has reported as compliance by reference of paymentof additional fees;

Management Comments: There was some delay in filing of the particulars someforms with ROC due to technical reasons and company has already complied with the same andhas filed those Forms and paid additional filing fee as prescribed. Therefore there is nodefault as such and same has been considered as compliance under the relevant provisionsof the Companies Act 2013.

The Board of Directors at their Meeting held on 29th May 2017 has re-appointed M/sIshan Jain & Co. Practicing Company Secretaries to undertake the Secretarial Auditfor Financial Year 2017-18.

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 2016-17.

CORPORATE GOVERNANCE

The Company being listed on the SME Platform of BSE Limited; is exempted fromprovisions of Corporate Governance as per Regulation15 of the SEBI (LODR) Regulations2015. Hence no Corporate Governance Report is required to be disclosed with Annual Report.It is pertinent to mention that the Company follows majority of the provisions of thecorporate governance voluntarily.

CODE OF CONDUCT

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 same has beenhosted on the website of the company.

(http://www.comsyn.com/wp-content/uploads/2016/08/CSBL_Code-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 TECHNOLOGY ABSORPTION 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 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureE".

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 developmentregarding expansion project which is ongoing from the 31st March 2017 till the date ofthe Board Reports there are no material changes which may affect the financial positionof the Company.

NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND-AS)

As per proviso to regulation Rule 4(1) of the Companies (Indian Accounting Standards)Rules 2015 notified vide Notification No.G.S.R.111(E) on 16th Feb. 2015 Companies whoseshares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capitaland Disclosure Requirements) Regulations 2009 are exempted from the compulsoryrequirement of adoption of IND-AS w.e.f. 1st April 2017. As your Company is also listedon SME Platform of BSE Limited is covered under the exempted category and is not requiredto comply with IND-AS for preparation of financial statements beginning with period on orafter 1st April 2017.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure F".

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) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and thedetails of Top 10 employees given in the "Annexure G".

During the year none of the employees received remuneration in excess of Rs. One CroreTwo Lakhs or more per annum or Rs. Eight Lakhs Fifty Thousand per month for the part ofthe year in accordance with the provisions of Section 197 of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.Therefore there is no information to disclose in terms of the provisions of theCompanies Act 2013.

INDUSTRIAL RELATIONS

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

PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation 2015 the Company hasadopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company. The Coderequires Trading Plan pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed.

CAUTIONARY STATEMENT

The statements made in this Report and Management Discussion and Analysis Reportrelating to the Company's objectives projections outlook expectations and others may be"forward looking statements" within the meaning of applicable laws andregulations. Actual results may differ from expectations those expressed or implied. Somefactors could make difference to theCompany's operations that may be due to change ingovernment policies global market conditions foreign exchange fluctuations naturaldisasters etc.

ACKNOWLEDGMENTS

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 intermediaries 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
Anil Choudhary
Place: Indore Chairman & Managing Director
Date: 4th August 2017 DIN: 00017913