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Accord Synergy Ltd.

BSE: 538435 Sector: Engineering
NSE: ACCORD ISIN Code: INE113X01015
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Accord Synergy Ltd. (ACCORD) - Director Report

Company director report

Your Directors have pleasure in presenting the 7th Annual Report on thebusiness and operations of the Company and the Audited Accounts for the Financial Yearended 31st March 2021.

1. FINANCIAL RESULTS:

[Rupees in Lacs]

2020-21 2019-20
Revenue from Operations 3905.80 6687.41
Other Income 40.99 35.77
Total Revenue 3946.79 6723.18
Less: Expenses before Interest and Depreciation
Less: (a) Interest 79.74 102.69
(b) Depreciation 53.79 56.44
Other Expenses 3661.36 6323.22
Profit before Tax & Extra Ordinary Items 151.90 240.83
Less : Prior period expenses - -
Less: Prior year's Income Tax Adjustment 1.97 1.65
Profit Before Tax 149.93 239.18
Less: Tax Expenses
Current Tax 39 61.23
Deferred Tax 1.67 4.08
Profit after Tax 109.26 173.87
EPS 3.15 5.01

2. DIVIDEND:

Your Directors have retained the reserves and surplus as they have plans for expansionand diversification of Business. The Company is in the growth stage and so it is better toretain its Reserves and Surplus and reinvest to support the expansion and diversificationplans.

3. OPERATIONAL HIGHLIGHTS:

The Company earned operational income of Rs. 3905.80 lacs compared to Rs. 6687.41 lacsfor the previous year. The other income is Rs. 40.99 lacs compared to Rs. 35.77 lacs inthe previous year.

4. MATERIAL CHANGES:

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the Company to which the financialstatement relates and the date of the Board Report other than the effects of globalpandemic on business

COVID 19: A GLOBAL PANDEMIC :

As a part of its many initiatives to fight this global pandemic the Indian Governmentimposed a nation-wide 21-day complete lockdown from 25th March 2020. Prior to that fewstates had already started imposing lock-downs. As a result our pan India activities wereimpacted from very beginning of March and finally came to an abrupt halt. .

The financial impacts of the COVID-19 outbreak will depend on facts and circumstancesincluding the degree to which a company's operations are exposed to the impacts of theoutbreak. In our case we provide service to telecom companies pan India mostly wheretelecom assets are located. The COVID-19 pandemic had a profound impact on our Company.

During the lock-down there was a large scale stoppage in physical TelecomImplementation activities while man-power supply staff could continue on work-from-homebasis. The Company being under essential sector was permitted to commence operations inApril 2020 in few states with joint effort by our team and the customer companies.However the initial productivity was very low. While operations slowly came back tonormal there iwas a substantial loss of revenue in first quarter. The recovery was alsoslower than anticipated. The entire country and various states kept grappling with Covid19 resulting in varying restrictions across various states making it impossible for ourwork to continue with smoothness or certainty. And before the country could really comeout of Covid 19 effect the second wave hit even more fiercely though the deeper impactwas once again towards the end of the year. Overall it was a struggle durind the year anda 30-40% decline in business activity for the year as compared to the immediatelypreceeding year.

On the positive side the Company did extensively utilise the lockdown period to reviewand upgrade the internal systems procedures and policies for training sessions andwebinars for the workforce at all levels. The Company has a robust ERP system in place andthere has been no significant impact on financial controls and reporting. None of theassets of the company have been impaired. There is no significant impact on the financialstatements calling for any adjustments therein. And there is absolutely no doubt on theability of the Company to continue as a going concern

Our Company has also pro-actively taking measures to offset the business losses duringlockdown in the current financial year. With strategic management and strict controls theCompany could still manage to achieve positive results in terms of reasonable net profitsdespite tremendous fall in Turnover.

Going forward the Company continues to remain bullish about the future outlook andcontinues to stay committed to increasing business The second wave did once again disruptoperations in certain parts of the country during Mar - May '21. However the lockdownswere not that severe nor was the impact on the business. The vaccination drive is alsoexpected to benefit the fight against COVID-19 tremendously. The bullishness is of coursedependent on the COVID-19 situation continuing to improve and the economic situation alsoremains stable. However given the uncertainty associated with the nature and duration ofthe pandemic the impact may be different from that estimated as at the date of approvalof these financial statements. But the Company firmly believes that in the subsequent yearit will be able to continue to manage the situation without impacting the businesssubstantially and bring the business and profitability to pre-covid levels.

The following measures were taken by the Company to mitigate the risk of COVID-19 toits business operations:

1. The Company invoked its Risk Management Policy Framework quite early to minimize theimpact on its employees and ensured that the Company remains operational and that recoverytime objectives are met. 2. The Company proactively framed and implemented ‘work fromhome policy' to ensure that employees stay safe and business remains operational.

3. The Company ensured that its offices and factory premises are properly sanitized andcleaned frequently.

4. Company has put in place adequate measures and monitoring process for COVID 19 interalia thermal screening of all employees and visitors sanitization of premises on regularbasis maintaining of social distancing at all work places enforcing wearing of masks andregular health updates of employees.

5. All the guidelines issued by the Central and State Government authorities from timeto time have been and are being strictly adhered to.

5. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO: The information pertaining to conservation of energy technology absorptionForeign exchange Earnings and outgo as required under Section 134(3) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished as under:

(A) Conservation of energy:

Steps taken / impact on conservation of energy with special reference to thefollowing: (i) steps taken by the company for utilizing alternate sources of energyincluding waste generated: NIL

(B) Technology absorption:

1. Efforts in brief made towards technology absorption. Benefits derived as aresult of the above efforts e.g. product improvement cost reduction productdevelopment import substitution etc. :

The Company has not taken any technical knowhow from anyone and hence not applicable.However the company has applied for registering its logo as Trademark. The Applicationwill be published in the Trademark Journal for further process.

2. In case of imported technology (imported during the last 3 years reckonedfrom the beginning of the financial year) following information may be furnished:

The Company has imported software named Nemo Outdoor drive test tool from KeysightTechnologies Singapore (Sales) and Terms Investigation from Infovista.

3. Expenditure incurred on Research and Development:

The Company has not incurred any expenditure on research and development

(C) Foreign exchange earnings and Outgo:

Particulars Amt (In Rs.)
Foreign Exchange earned in terms of actual inflows during the year Nil
Foreign Exchange outgo during the year in terms of actual outflows Nil

6. RISK MANAGEMENT:

The Company has framed a sound Risk Management Policy to identify and evaluate businessrisks and opportunities and the same has become integral part of Company's day to dayoperations. The key business risks identified by the Company are as follows viz. IndustryRisk Management and Operations Risk Market Risk Government Policy risk Liquidity riskand Systems risk. The Company has in place adequate mitigation plans for the aforesaidrisks. During the COVID global pandemic Company quickly recognized and invoked its RiskManagement Policy to minimize the impact on its operations customers suppliers andemployees. Our Company encouraged work from home policy and ensured that timely salariesare given to the employees during the lockdown period. After the partial resumption ofoperations the management and employees strived well to seamlessly start the operationswith no bottlenecks.

7. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act 2013 read with Rule 9 of theCompanies (Accounts) Rules 2013 is not applicable to the Company.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013:

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the furnishing aboveinformation is not applicable.

9. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have had a potential conflict with the interests of theCompany. Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee for its omnibus approval andthe particulars of contracts entered during the year as per Form AOC-2 is enclosed asAnnexure - II.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthere under and the Listing Regulations. This Policy was considered and approved by theBoard has been uploaded on the website of the

Company at www.accordsynergy.com under investors info/Corporate Policy link.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theRules framed thereunder Mrs. Ritu Chaudhari Negi (holding DIN: 07121147) Whole TimeDirector of the Company retire by rotation at the forthcoming Annual General Meeting andhe being eligible offers herself for re-appointment.

Further Mrs. Namrata Singhal resigned from post of Company Secretary w.e.f. 31stMarch 2021 and Mrs. Kirti Bhavesh Chauhan has been appointed as Company Secretary of theCompany w.e.f. 31st March 2021.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows:

1. Mr. Betullakhan Ashdullakhan Pathan Managing Director

2. Mrs. Roli Betulla Khan Whole Time Director

3. Mrs. Ritu Chaudhari Negi Whole Time Director

4. Mrs. Kirti Bhavesh Chauhan Company Secretary

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Rules made thereunder readwith the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard has carried the evaluation of its own performance individual Directors itsCommittees including the Chairman of the Board on the basis of attendance contributionand various criteria as recommended by the Nomination and Remuneration Committee of theCompany. The evaluation of the working of the Board its committees experience andexpertise performance of specific duties and obligations etc were carried out. TheDirectors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors (including the Chairman) wasalso evaluated by the Independent Directors at the separate meeting held of IndependentDirectors of the Company.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for Determining Qualifications Positive Attributes and Independenceof a Director and also a Policy for remuneration of Directors Key managerial Personneland senior management.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

11. NUMBER OF MEETING OF BOARD OF DIRECTORS

During the year 6 (Six) Board Meetings and were convened and held on 27/05/202027/06/2020 26/08/2020 12/11/2020 05/02/2021 & 31/03/2021. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

Name of the Director Category of the Director No of Board Meeting Attended
Mr. Betulla Khan Managing Director 6/6
Mr. Asdullakhan Pathan Chairman & Non- Executive Director 6/6
Mrs. Ritu Chaudhari Negi Whole-time Director 6/6
Mrs. Roli Betulla Khan Whole-time Director 6/6
Mr. Rajnikant P. Mandavia Independent Director 6/6
Mr. Tushar Arvind Shah Independent Director 6/6

Disclosure on the compliance of Secretarial Standards:

The Directors confirm to the best of their knowledge and belief that the Company hascomplied with the applicable provisions of Secretarial Standards on the Meeting of theBoard of Directors issued by the Institute of Company Secretaries of India.

12. AUDIT COMMITTEE:

During the year the Audit Committee met 5 (five) times on 27/06/2020 26/08/202012/11/2020 05/02/2021 & 31/03/2021. The Board has accepted all recommendations ofAudit Committee and accordingly no disclosure is required to be made in respect of nonacceptance of any recommendation of the Audit Committee by the Board.

Name of the Director Category of the Director Status No of Meeting Attended
Mr. Tushar Arvind Shah Independent Director Chairman 5/5
Mr. Rajnikant P. Mandavia Independent Director Member 5/5
Mrs. Roli B. Khan Whole-Time Director Member 5/5

13. SHAREHOLDERS RELATIONSHIP COMMITTEE:

The Committee inter alia started overseeing and reviewing all matters connected withthe shares and looks into shareholders complaints.

During the year the Shareholders Relationship Committee met 2 (Two) times on27/06/2020 & 12/11/2020.

Name of the Director Category of the Director Status No of Meeting Attended
Mr. Tushar Arvind Shah Independent Director Chairman 2/2
Mr. Rajnikant P. Mandavia Independent Director Member 2/2
Mr. Betulla A. Khan Managing Director Member 2/2

14. NOMINATIOAN AND REMUNERATION COMMITTEE

The Committee met only twice on 26/08/2020 & 31/03/2021 during the year.

Name of the Director Category of the Director Status No of Meeting Attended
Mr. Tushar Arvind Shah Independent Director Chairman 2/2
Mr. Rajnikant P. Mandavia Independent Director Member 2/2
Mr. Asdullakhan A. Pathan Non-Executive Director Member 2/2

15. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

16. ANNUAL RETURN:

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of theCompanies (Management and administration) Rules 2014 is is placed at the website of theCompany.

17. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint venture or Associate Company.

18. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

19. AUDITORS:

STATUTORY AUDITORS

M/s Naresh and Co. Chartered Accountants Vadodara were re-appointed as the statutoryauditors of the Company at the sixth Annual General Meeting of the Company to hold officetill eleventh Annual General Meeting to be held in the year 2025. As required underListing Regulations the auditors have also confirmed that they hold a valid certificateissued by the Peer Review Board of the Institute of Chartered Accountants of India. Thereport of the Statutory Auditors of the Company is annexed herewith as " AnnexureV".

SECRETARIAL AUDIT:

M/s. Kashyap Shah & Co. Practicing Company Secretaries was appointed asSecretarial Auditors of the Company for the financial year 2020-21 pursuant to theprovisions of Section 204 of the Companies Act 2013. The Secretarial Audit Reportsubmitted by them in prescribed form MR-3 is attached as Annexure IV to thisReport.

INTERNAL AUDITORS:

The Company has appointed M/s Shah & Kadam Chartered Accountants as Internalauditor of the Company for carrying out internal audit of the Company.

20. OBSERVATION OF AUDITORS:

There are no qualifications reservations or adverse remarks made by the Auditors.

The delayed submission of Annual Report to the Stock Exchange with delay underRegulation 34 of The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 was purely unintentional for which the Companyhas paid late submission fees to the Stock Exchange. The other observations of theauditors are self explanatory and do not call for further information.

21. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorised recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal management of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.

21 . SHARES:

a. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES:

The Company has not issued any Bonus Shares during the year under review.

d. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees.

e. Fresh issue of shares:

The Company issued 972000 equity shares through Public Offer in the Financial Year2017-18.

22. CORPORATE GOVERNANCE REPORT:

Provisions relating to Corporate Governance Report under Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are not applicable to SMElisted Company as notified by Securities and Exchange Board of India vide notification No.SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September 2015 hence the same has not been annexedto the Board's Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as Annexure - I to thisReport.

24. PARTICULARS OF EMPLOYEES:

Disclosure under the provisions of Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014:

a) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:- Ratio of remuneration of MD and WholeTime Director 9: 2.01 : 1 (Rs. 450000 : 100200: 50000) Other Directors Not Applicable

b) The percentage increase in the remuneration of each director Chief ExecutiveOfficer Chief Financial Officer and Company Secretary if any in the financial yearDuring the FY 2020-21 there was no increase in remuneration of WTD and MD.

c) The percentage increase in the median remuneration of employees in the financialyear Nil

d) The number of permanent employees on the rolls of the Company as on 31.03.2021251

e) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration Nil increasein salaries of Employees and Nil % increase in Managerial Remuneration of Directors duringF.Y. 2020-21..

f) Affirmation that the remuneration is as per the remuneration policy of thecompany. The Company's remuneration policy is driven by the success and performance of theindividual employees and the Company. Through the compensation package the companyendeavors to attract retain develop and motivate high performance staff. The Companyfollows a compensation mix of fixed pay benefits and performance based variable pay. TheCompany affirms that the remuneration is as per remuneration policy of the Company.

g) Details pertaining to remuneration as required under Section 197 (12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 with reference to remuneration of employees in excess ofthe limits prescribed None of the employees were in receipt of remuneration above 8 lakh50 thousand per month or Rs. One crore Two lakhs per annum and above.

25. COST AUDIT:

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 dated 31/12/2014 the activity of our Companyfalls under Non-regulated sectors and hence cost audit is not applicable to the Companyfor the Financial Year 2020-21.

26. HUMAN RESOURCES:

During the period under review the personal and industrial relations with theemployees remained cordial in all respects. The management has always carried outsystematic appraisal of performance and imparted training at periodic intervals. TheCompany recognizes talent and has judiciously followed the principle of rewardingperformance. During the year Company has adopted Human Rights Policy Statement to expressCompany's commitment to do business with ethical values and embrace practices thatsupports human rights and labour laws on a continuous basis. During the Lockdown periodcaused by the global pandemic Company promptly responded and adopted the Work from HomePolicy and ensured timely payment of monthly remuneration to its employees. After theinitiation of operations proper care is taken to provide safe and healthy workenvironment to employees by providing regular health checkups thermal screening andregular sanitization of work place.

27. POLICY RELATING TO ANTI SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013 The Company has placed a Policy to treat womenemployees with dignity and no discrimination against them plus zero tolerance toward anysexual abuse - to abide by letter and spirit requirements of the Sexual Harassment ofWomen at the Workplace (Prevention Prohibition and Redressal) Act 2013 and Rules thereunder and redressal of complaints of sexual harassment at work place. All employees(permanent contractual temporary trainees) are supposed to adhere to the conductthemselves as prescribed in this policy. During the year under review no complaint wasreported to the Board.

28. DETAILS OF SIGNIFICANT & MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS/COMPANY'S OPERATIONS IN FUTURE

No significant material orders have been passed by the regulators or courts ortribunals impacting the going concern status of the Company or Company's operations infuture.

29. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant tonew SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition& Insider Trading) Regulation 1992 with a view to regulate trading in securities bythe Directors and designated employees of the Company. The Code requires pre-clearance fordealing in the Company's shares and prohibits the purchase or sale of Company shares bythe Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the‘Trading Window' is closed. The Board is responsible for implementation of the Code.All Directors and the designated employees have confirmed compliance with the Code.

30. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (I & II)issued by the Institute of Company Secretaries of India and approved by the CentralGovernment under section 118(10) of the Companies Act 2013.

31. CAUTIONARY STATEMENT :

Statements in these reports describing company's projection statements expectationsand hopes are forward looking statements. Though these are based on reasonableassumption the actual results may differ.

32. CAUTIONARY STATEMENT :

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board
Place: Vadodara
Date: 23rd August 2021
Sd/-
Chairman
Asdullakhan Pathan
DIN - 01952438

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