The Members of
Commercial Syn Bags Limited
Your Directors take pleasure in presenting the 37th Annual Report along with theaudited Standalone and Consolidated Financial Statements for the year ended 31st March2021.
HIGHLIGHTS OF FINANCIAL PERFORMANCE
Total revenue for the year was Rs. 21531.85 Lakhs as compared to Rs. 19283.70Lakhs in the previous year Increased by 11.66%.
Revenue from operations for the year was Rs.21389.10 Lakhs as compared to Rs.19097.23 Lakhs in the previous year Increased by 12%.
Profit before tax for the year was Rs. 1460.32 Lakhs as compared to Rs.1443.91 Lakhs in the previous year Increased by 1.13%.
Profit after tax for the year was Rs. 1208.59 Lakhs as compared to Rs. 1142.26Lakhs in previous year in the previous year increased by 5.81%
SUMMARISED PROFIT AND LOSS ACCOUNT
(Rs. In Lakhs)
|Particulars ||STANDALONE ||CONSOLIDATED |
| ||31.03.2021 ||31.03.2020 ||31.03.2021 ||31.03.2020* |
|Revenue from Operations (Net) ||21389.10 ||19097.23 ||21372.01 ||19097.23 |
|Other Income ||142.75 ||186.47 ||133.85 ||186.47 |
|Total Income ||21531.85 ||19283.70 ||21505.86 ||19283.70 |
|Profit before Interest Depreciation & Tax (EBIDTA) ||2595.93 ||2562.92 ||2609.43 ||2562.92 |
|Less: Interest ||383.38 ||428.90 ||392.76 ||428.90 |
|Less: Depreciation ||752.22 ||690.11 ||765.85 ||690.11 |
|Profit before Tax ||1460.32 ||1443.91 ||1450.82 ||1443.91 |
|Less: (a) Current Tax ||(276.59) ||(247.93) ||(276.65) ||(247.93) |
|(b) Deferred Tax ||24.86 ||53.73 ||24.11 ||53.73 |
|Net Profit for the Year ||1208.59 ||1142.26 ||1198.28 ||1142.26 |
|Add: Surplus brought forward from previous year ||5297.93 ||4130.06 ||5297.93 ||4130.06 |
|Add: IND AS Impact ||0.00 ||0.00 ||0.00 ||0.00 |
|Amount available for Appropriation ||6506.52 ||5411.90 ||6496.21 ||5411.90 |
|Appropriations: || || || || |
|Less: Dividend (Final/Interim) ||177.26 ||94.54 ||177.26 ||94.54 |
|Less: Dividend Distribution Tax (DDT) ||0.00 ||19.43 ||0.00 ||19.43 |
|Net Surplus in the statement of Profit and Loss ||6329.25 ||5297.93 ||6318.95 ||5297.93 |
|Total Other Equity (Brought Forward) ||426.64 ||426.64 ||426.64 ||426.64 |
|Appropriation for - Other Comprehensive Income (OCI) ||(57.54) ||(15.23) ||(57.54) ||(15.23) |
|Total Other Equity (Carried Forward) ||6698.36 ||5709.34 ||6688.06 ||5709.34 |
|Paid up Equity Share Capital ||11817400 ||11817400 ||11817400 ||11817400 |
|EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) ||10.22 ||9.67 ||10.14 ||9.67 |
*Note: The Wholly Owned Subsidiary company was incorporated on 26th August 2020 hencethere were no consolidated figures for the previous year ended 31st March 2020 as suchthe figures were given in tabulation form only for the purposes to give presentation forprevious year.
STATE OF THE COMPANY'S AFFAIRS & REVIEW OF OPERATIONS
The Company is carrying business of manufacturer producers processors importersexporters buyers and sellers of FIBC BOPP Bulk Bags Poly Tarpaulin Woven Sacks/BagsBox Bags PP/HDPE Fabric Liner and Flexible Packaging etc. from its Plants located atPithampur District Dhar (M.P.). The company is working in 2 (Two) Segments i.e.Manufacturing Segment and Trading Segment. In addition to that the Company is also havingsolar plant for captive consumption.
Further company has incorporated its wholly owned subsidiary (WoS) in the name andstyle Comsyn India Private Limited on 26th August 2020. Comsyn India Private Limited hasestablished a project for manufacturing of Fabric and other related product with theinstallation of Extrusion Plant and Circular Looms. The commercial production of ComsynIndia Pvt. Ltd. has already commenced w.e.f. 19th March 2021 with the production capacityof 3100 MT per annum. The Company has presented the consolidated and standalone financialresults as on the reporting date. Apart from this it is not having any associate or j ointventure.
The Company propose to make capital investment of Rs. 1950.00 Lakhs for the purposes ofPurchase of Property Plant and Equipment Repayment of Unsecured Loan Long Term andShort Term Working Capital Requirement General Corporate Purpose Investment andproviding loan(s) to subsidiary(s) etc. in the phased manner within a period of 18 months.The proposed investment is to be funded by way of issuance of 1500000 warrants of Rs.130/- each convertible into equity shares of Rs. 10/- each at a premium of Rs. 120/- pershare.
IMPACT OF COVID
The outbreak of Corona Virus (Covid-19) Pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. The company's operation andrevenue in the first quarter of this financial year was impacted due to Covid-19. With thelifting of lockdown in phased manner by the government and local authorities the operationseems to be normalize and stable with increase in operation cost.
The company has considered possible impact if any due to the current second wave ofthe pandemic and selective lock down declared in different parts of the country. Based onthe current indicators and future economic conditions the company does not foresee anyincremental risk regarding recoverability of assets and ability to service financialobligation.
ICRA Limited vide their letter number ICRA/Commercial Syn Bags Limited/27082021/1 dated27th August 2021; have assigned the following ratings to the bank loan facilities ofRs.86 Crores availed by the Company:
|Total Bank Loan Facilities Rated ||Rs.86 Crore (Rs. Eighty Six Crores) |
|Long Term Rating ||ICRA BBB+/Stable |
|Short-Term Rating ||ICRA A2 |
Your Board of directors pleased to recommend a dividend @ 20% (Rs.2.00 per equityshares of Rs. 10/- each on 11817400 Equity Shares) for the Financial Year 2020-21aggregating to Rs.236.34 Lakhs (Previous year @ 15% (Rs.1.50 per equity shares of Re. 10/-each aggregating to Rs.177.26 Lakhs).
Any Member of the company who wishes to relinquish their dividend rights to participatein the final dividend @ 20% (Rs.2.00) per share are requested to fill up the form asavailable on the website of the company www.comsyn.com and send it to the CompanySecretary of the company by way of email at email@example.com /firstname.lastname@example.org email@example.com or by the Registered Post or by hand as the case may be.
The aforesaid final dividend if any approved by the members shall be payable to thosemembers whose names appears in the records (subject to the consideration of the requestfor relinquishment of the rights for participate in the final dividend if any) of thedepositories as on the cutoff date 23rd Sept. 2021.
Pursuant to Finance Act 2020 dividend if any declared by the Company will betaxable in the hands of shareholders and the Company shall be required to deduct tax atsource from dividend paid to shareholders at the prescribed rates under the Income TaxAct.
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) of the Companies Act 2013:
a. In the preparation of the annual financial statements for the year ended March 31st2021 the applicable accounting standards have been followed;
b. Appropriate accounting policies have been selected applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the company as at March 31st 2021 and of theprofit of the company for the year ended on that date;
c. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d. The annual financial statements have been prepared on a going concern basis;
e. Proper internal financial controls were in place and the financial controls wereadequate and operating effectively; and
f. Proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
The paid-up Equity Share Capital of the Company as on 31st March 2021 was Rs.1181.74Lakhs divided into 11817400 equity shares of Rs.10/- each. During the year under reviewthe Company has not issued equity shares or shares with differential voting rights orgranted stock options or sweat equity.
Your directors pleased to inform that the Board of directors at their meeting held on4th Sept. 2021 has approved the matter related to Preferential issue of 1500000Warrants of Rs. 130/- convertible into 1500000 equity shares of Rs. 10/- each issued ata premium of Rs. 120/- per share to the promoter and its group and to non-promotersselected investors which is subject to approval of members in the ensuing Annual GeneralMeeting by way of Special Resolution and approvals as may be required from the BSE Ltd.and other concerning authorities as may be applicable. Details of the said preferentialissue is provided in the Explanatory Statement of the Notice of the AGM.
The aggregated amount of the total issue price is Rs.1950.00 Lakhs out of which atleast 25% of the amount will be received by the company as an upfront amount within 15days from the date of passing of special resolution in the general meeting subject toinprinciple approval of the BSE Ltd.
INCREASE IN THE AUTHORISED CAPITAL
Your Board proposes to increase in the Authorised Capital of the company fromRs.1300.00 Lakhs (Rs.Thirteen Crores only) divided into 13000000 (One Crore ThirtyLakhs) Equity shares of Rs. 10/- each to Rs.1500.00 Lakhs (Rs. Fifteen Crores Only)divided into 15000000 (One Crore Fifty Lakhs) Equity shares of Rs. 10/- each bycreation of2000000 (Twenty Lakhs) equity shares of Rs. 10/- each subject to approvalofmembers in the ensuing Annual General Meeting.
TRANSFER TO RESERVES
There is no mandatory requirement for transfer of the profits to the general reservestherefore to provide an open ended opportunity to utilize the profits towards the Companyactivities during the year under review the Board have not considered appropriate totransfer any amount to the general reserves or any other reserves. (Previous year Nil)
Cash and cash equivalent of the Company as at 31st March 2021 is Rs.237.75 Lakhs(Previous year Rs.35.74 Lakhs). Your Company continues to focus on management of itsworking capital. Receivables inventories and other working capital parameters are keptunder continuous monitoring. Your company has availed the various credit facilities fromthe Bankers of the Company for short term and long-term financial requirements from timeto time.
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 2021. 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.
|S.No. Particulars ||Amt in Rs. |
|1. Details of Deposits accepted during the year ||Nil |
|2. Deposits remaining unpaid or unclaimed at the end of the year ||Nil |
|3. Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year ||N.A. |
|4. Deposits not in compliance with law ||N.A. |
|5. NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed ||N.A. |
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the period under review the company has made investment and provided loans andguarantees to Comsyn India Pvt. Ltd. the Wholly Owned Subsidiary of the Company as wellas other body corporate which is within the limit as prescribed under the provisionssection 186 of the Companies Act 2013. Details of the Loans and investment made by thecompany in other Body Corporate has been given in the financial statements attached withthe Annual Report. Further your company has not given security to any other bodycorporate during the period under review.
Further your company is proposing to sanction the limit of section 186 of theCompanies Act 2013 to Rs. 100.00 Crores in the ensuing Annual General Meeting of thecompany for authorizing Board of Directors for granting loans security and guarantee toother Body Corporate.
In view of the profits your Company is required to undertake "Corporate SocialResponsibility (CSR) activities during the year 202021 as required under the provisions ofsection 135 of the Companies Act 2013 and the rules made their under. As part of itsinitiatives under CSR the Company has carried various activities which are in accordancewith CSR Policy of the Company read with the Schedule VII of the Companies Act 2013.TheAnnual Report on CSR activities is annexed herewith as "Annexure A".
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
The Company has in place a Policy for prevention of Sexual Harassment at the workplacein line with the requirements of the Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013("SHOW"). As per therequirement of the SHOW and Rules made thereunder your company has constituted InternalComplaints Committees (ICC). All employees (permanent contractual temporary trainees)are covered under this policy.
The Internal Complaints Committee comprises of the following:
| Smt Ranjana Choudhary ||: Chairperson |
| Ms. Harsha Mankar ||: Member |
| Ms. Priyanshi Acharya ||: Member (joined w.e.f. 5th June 2021) |
| Ms. Palak Jaiswal ||: Member (ceased w.e.f. 18th February 2021) |
Statement showing the number of complaints filed during the financial year and thenumber of complaints pending as on the end of the financial year is shown as under: -
|Category ||No. of complaints pending at the beginning of F.Y. 2020-21 ||No. of complaints filed Field during the F.Y. 2020-21 ||No. of complaints disposed off during the F.Y. 2020-21 ||No. of complaints Pending as at the end of F.Y. 2020-21 |
|Sexual Harassment ||Nil ||Nil ||Nil ||Nil |
Since no complaint is received during the year which is appreciable as the managementof the company endeavor to provide safe environment for the female employees of thecompany.
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 are alsoposted on the website of theCompany.(http://www.comsyn.com/wp-content/uploads/2017/10/CSBL_Vigil-Mechanism-Whistle-Blower-Policy.pdf)
PERFORMANCE OF SUBSIDIARIES ASSOCIATE COMPANIES AND JOINT VENTURES:
Your company have only one Wholly Owned Subsidiary (WOS) incorporated in the name andstyle of Comsyn India Private Limited on 26th August 2020 which is having project formanufacturing of Fabric and other related product with the installation of Extrusion Plantand Circular Looms. The commercial production of this subsidiary was commenced w.e.f. 19thMarch 2021 with the production capacity of 3100 MT per annum. Apart from this there is noother associate or joint venture. Pursuant to provisions of Section 129(3) of theCompanies Act 2013 a statement containing salient features of the financial statements ofthe Company's subsidiary in Form AOC-1 is annexed herewith as "Annexure-C".
BOARD OF DIRECTORS THEIR MEETINGS & KMPs
Constitution of the Board
The Board of directors are comprising of total 6 (Six) Directors which includes 3(Three) Independent and 1 (One) Women director. The Chairman of the Board is also Promoterand Managing Director. The Board members are highly qualified with the varied experiencein the 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.
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 during the period under review:
1. Shri Hitesh Mehta
2. Shri Milind Mahajan
3. Shri Chintan Pushpraj Singhvi till 27th November 2020
4. Shri Vijay Kumar Bansal w.e.f. 14th Febryuary2021
The Independent Directors were appointed for a term of 5 (five) consecutive years whoshall be eligible for re-appointment for a second term by passing of a special resolutionby the members of 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 and the SEBI (LODR) Regulations 2015. Your Board of directors is of the opinionthat all the independent directors fulfill the criteria as laid down under the CompaniesAct 2013 and the SEBI (LODR) Regulations 2015 during the year 2020-21. All theIndependent Directors have also registered themselves with Independent Directors'Databank.
The Independent Directors have complied with the Code for Independent Directors asprescribed in Schedule IV to the Act. Further as per the provisions of Regulation 16(1)(b)of the SEBI (LODR) Regulations 2015 the directors are not aware of any circumstance orsituation which exits or may be reasonable anticipated that could impair or impact hisability to discharge his duties with an objective independent judgment and without anyexternal influence and that they are independent of the management.
Directors seeking appointment/re-appointment in the ensuing General Meeting:
In the ensuing AGM the Board of Directors is proposing the followingappointment/re-appointment as set out in the notice ofAGM:-
1) Confirmation for appointment of Shri Vijay Kumar Bansal (DIN No: 09002441) as aDirector in the category of Independent Director for a First Term of 5 (Five) Consecutiveyears w.e.f. 14th February 2021 not liable to retire by rotation;
2) Re-appointment of Shri Milind Mahajan (DIN: 00155762) as an Independent Directorfor a second term of 5 (Five) consecutive years w.e.f. 10th May 2022 by passing Specialresolution not liable to retire by rotation;
3) Re-appointment of Smt. Ranjana Choudhary (DIN: 03349699) as a Whole-time Directorfor a further period of 5 years w.e.f. 1st June 2022 liable to retire by rotation.
Directors liable to retire by rotation seeking re-appointment:
Shri Virendra Singh Pamecha (DIN:07456367) Whole-time Director is liable to retire byrotation at the ensuing annual general meeting and being eligible offers himself forre-appointment. Your directors recommend to pass necessary resolution.
Executive Directors and Key Managerial Personnel and their changes
Shri Anil Choudhary Chairman & Managing Director Smt. Ranjana Choudhary and ShriVirendra Singh Pamecha Whole-time Directors Shri Ravindra Choudhary CEO Shri AbhishekJain CFO and CS Sandeep Patel Company Secretary & Compliance Officer have beencategorized as Key Managerial Personnel within the meaning of section 203 of the CompaniesAct 2013.
During the Financial Year 2020-21 there was no changes in the Directors and KeyManagerial Personnel (KMP) except the following:
1. Resignation tendered by CS Anamika Gupta from the post of Company Secretary &Compliance Officer w.e.f. 15th July 2020;
2. Appointment of CS Sandeep Patel as Company Secretary & Compliance Officer anddesignated as the KMP of the company w.e.f. 16th July 2020;
3. Re-appointment of Shri Virendra Singh Pamecha as a Whole-time Director for afurther term of 5 years w.e.f. 26th March 2021;
4. Re-appointment of Shri Anil Choudhary as a Chairman and Managing Directors for afurther term of 5 years w.e.f. 20th Februrary 2021;
5. Re-appointment of Mr. Chintan Pushpraj Singhvi as an Independent Director for asecond term of 5 (Five) consecutive term of w.e.f. 30th November 2020 in the AGM held on29th Sept. 2020;
6. Resignation of Mr. Chintan Pushpraj Singhvi Independent Director w.e.f 27thNovember 2020 due to other occupancy in other professional capacity;
7. Appointment of Mr Vijay Kumar Bansal as an Additional Director in the capacity ofIndependent Director w.e.f. 14th February 2021.
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 meetings is given well in advance to all the Directors. Meetings ofthe Board are held in Indore at the Registered Office of the Company. The Agenda of theBoard/Committee meetings alongwith the relevant Board papers is circulated at least a weekprior to the date of the meeting. However in case of urgent business needs notice &agenda of Board/Committee meetings were circulated on shorter notice period with consentand presence of Independent Directors at the Meeting. The Agenda for the Board andCommittee meetings includes detailed notes on the items to be discussed at the meeting toenable the Directors to take an informed decision.
The Board met 8 (Eight) times in the Financial Year 2020-21 viz. 29th June2020; 15th July 2020; 28th August 2020; 2nd September 2020; 3rd November 2020; 30thNovember 2020; 2nd January 2021 and 13th February 2021. The maximum interval betweenany two meetings did not exceed 120 days except for the first meeting which was held on29th June 2020 was within a period of 180 days from the previous meeting held on 1stFebruary 2020 as per the general extension granted by the MCA and SEBI through variouscirculars.
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 3rd November2020 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 uploaded on company's website-(http://comsyn.com/wp-content/uploads/2018/08/RevisedNOMINATION-AND-REMUNERATION-POLICY-2-1.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
In accordance with the Companies Act 2013 and the SEBI (LODR) Regulations 2015 andother purposes the Board has the following Five (5) committees:
(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders' Relationship Committee;
(d) Corporate Social Responsibility Committee (CSR);
(e) Corporate Compliance Committee;
A detailed note on the Board and its committees is provided under the CorporateGovernance Report section in this report.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the Financial Year 2020-21were on Arm's Length Basis and were in the Ordinary Course of business. There are certainmaterial related party transactions after taking prior approval of members in the AnnualGeneral Meeting held on 29th September 2020 with certain persons and the company isenclosing Form AOC-2 as "Annexure D" in this Board Report.
All Related Party Transactions were approved by the Audit Committee on omnibus basis orotherwise and also by the Board and for certain items the company has taken specificapproval of members in the respective meetings. The Company has Related Party TransactionsPolicy Standard Operating Procedures for purpose of identification and monitoring of suchtransactions.
Further your Board of Directors is further proposing to pass an ordinary resolutionu/s 188(1)(f) of the Companies Act 2013 for increase in the remuneration payable to ShriRavindra Choudhary CEO and Shri Pramal Choudhary COO for enhancing the existing salaryand benefits details of the same is enclosed in the Notice ofAGM.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators/Courts during theyear under review which would impact the going concern status of the Company and itsfuture operations.
AUDITORS THEIR REPORT AND COMMENTS BY THE MANAGEMENT Statutory Auditors
M/s Avinash Agrawal & Co. Chartered Accountants (ICAI Firm Registration No.022666C) the Statutory Auditors were appointed for a term of consecutive 5 (Five) yearsat 35th Annual General Meeting of the Company held on 18th September 2019 till the 40thAnnual General Meeting of the company to be held in the calendar year 2024 at suchremuneration as may be approved by the Audit Committee and Board of Directors of thecompany as per the provisions of section 139 of the Companies Act 2013 as required underRegulation 33(d) of the SEBI (LODR) Regulation 2015 the auditor has confirmed that theyhold a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.
Board is pleased to inform that there is no such observation made by the Auditors intheir report which needs any explanation by the Board.
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of
Managerial Personnel) Rules 2014 the company has appointed M/s Ishan Jain & Co.Practicing Company Secretaries (Firm Reg. No. S2021MP802300; FCS 9978; CP 13032) toundertake the Secretarial Audit for the year 2020-21. The Report of the SecretarialAuditors in the Form MR-3 is annexed herewith as "Annexure E" ofthis report. 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 delay in filing of the particulars some forms withROC due to technical reasons and company has already complied with the same and has filedthose Forms and paid additional filing fee as prescribed. Therefore there is no defaultas such and same has been considered as compliance under the relevant provisions of theCompanies Act 2013.
2) Rs.76.38 Lakhs is the un-spent amount as at 31st March 2021 towards CorporateSocial Responsibility by the company as required under section 135 of the Act.
Management Comments: Company could not spend the remaining balance amount as theCompany has undertaken a project related to education and the company has transferred thesaid amount of Rs. 76.38 Lakhs in the separate bank account of the as required under theCompanies (CSR) Rules as amended from time to time and the company will spend the saidbalance for the ongoing projects within the stipulated time.
3) Pravi Investments LLP a person acting in concert with Super Sack Pvt. Ltd. (One ofthe Promoter of the Company) has acquired 72763 equity shares of Rs. 10/- each about0.62%; and Super Sack Pvt. Ltd. (being the promoter) has also acquired 93820 equityshares of Rs. 10/- about 0.80% of the total paid up share capital of the Company duringthe year 2020-21 without complying with the Regulation 5 ofSEBI (PIT) Regulations 2015relating to submission of Trading Plans and matters related thereto however preclearance approval was given by the compliance Officer under SEBI (PIT) Regulations 2015.
Management Comments: Pravi Investment LLP and Super Sack Pvt Ltd has acquiredshares in the year 2020-20 as a long term investment and they are not involved in anytrading activities in the shares of the company. Therefore they are not required tosubmit Trading Plan to the Company and Stock Exchange and they have complied with theprovisions of the SEBI (Prohibition of Insider Trading) Regulations 2015 relating to theTrading Plan.
The Board of Directors at their Meeting held on 16th June 2021 have re-appointed M/sIshan Jain & Co. Practicing Company Secretaries to undertake the Secretarial Auditfor Financial Year 2021-22.
Cost Auditors and Records
Your Company is not required to appoint a Cost Auditor for the year 2020-21 as per theRule 1 of Companies (Cost Records and Audit) Rules 2014 as amended from time to time.However the company has maintained the Cost Records as per the Companies (Cost Recordsand Audit) Rules 2014.
DISCLOSURE FOR FRAUDS REPORTED BY THE AUDITORS
As per the provisions of section 134(3) of the Companies Act 2013 read with Rule 13(4)of the Companies (Audit and Auditors) Rules 2014 no frauds were reported by the Auditorsto Audit Committee/Board during the year under review. Further that there were no fraudscommitted against the Company and persons which are reportable under section 141(12) bythe Auditors to the Central Government.
Your Company firmly believes and adopts the highest standard of practice underCorporate Governance. A separate section on Corporate Governance and a certificateobtained from Auditors of the Company and Practicing Company Secretary relatedDisqualification of Directors form part of Corporate Governance Report.
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 and same is hosted on thewebsite of the company at followinglink.(http://www.comsyn.com/wp-content/uploads/2017/10/CSBL_Code-of-Conduct-for-BODKMPs-Senior-Management_.pdf)
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the applicable provisions of the Companies Act 2013 and rules madethereunder read with Indian Accounting Standards specified under the Companies (IndianAccounting Standards) Rules 2015 the consolidated financial statements of the Company asat and for the year ended 31st March 2021 forms part of the Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS 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 2013read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as "AnnexureF".
In compliance with the provisions of Section 92 of the Companies Act 2013 the AnnualReturn of the Company for the financial year ended 31st March 2021 has been uploaded onthe website of the Company and the web link of the same https://comsyn.com/wp-https://comsyn.com/wp-content/uploads/2021/09/Annual-Return-2020-21.pdf
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATIONAND 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.
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 and amendedCode/Policy were also hosted on the website of Company.
The Code requires Trading Plan pre-clearance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed.
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company has in place a Familiarization Program for Independent Directors to provideinsights into the company to enable the Independent Directors to understand its businessin depth and contribute significantly to the company's success. The Company has devisedand adopted a policy on Familiarization Program for Independent Directors and is alsoavailable at the company's website at www.comsyn.com.
PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE EVOTING AND EVOTING AT THE AGM:
Your Company is providing E-voting facility including remote e-voting and e-voting atAGM under section 108 of the Companies Act 2013 read with Rule 20 of the Companies(Management and Administration) Amendment Rules 2015. The details regarding e-votingfacility including remote e-voting and e-voting at AGM is being given with the notice ofthe Meeting.
Further In view of the massive outbreak of the COVID-19 pandemic social distancing isa norm to be followed and pursuant to the Circular No. 14/2021 dated 8th April 2021Circular No.17/2021 dated 13thApril 2021 issued by the Ministry of Corporate Affairs(MCA) followed by Circular No. 20/2021 dated 5thMay 2021 physical attendance of theMembers to the AGM venue is not required and Annual General Meeting (AGM) is to be heldthrough Video Conferencing (VC) or Other Audio Visual Means (OAVM). Hence Members arerequested to attend and participate in the ensuing AGM through VC/OAVM only.
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 the Company's operations that may be due to change ingovernment policies global market conditions foreign exchange fluctuations naturaldisasters etc.
Your Directors state that during the year under review:
a. The Company has not issued shares (including sweat equity shares) to employees ofthe Company under any scheme;
b. The company has not filed any application or there is no application or proceedingpending against the company under the Insolvency and Bankruptcy Code 2016 (31 of 2016)during the year under review;
c. There is no requirement to conduct the valuation by the bank and no Valuation doneat the time of one-time Settlement during the period under review;
d. Neither the Managing Director nor the Whole-time Directors receive any remunerationor commission from its subsidiary.
e. The Company has complied with the applicable Secretarial Standards under theCompanies Act 2013.
f. There is no change in control and nature of business activities during the periodunder review
g. There is no transfer of business during the period under review.
Your Directors thanks the various Central and State Government DepartmentsOrganizations and Agencies and bankers to the Company for the continued help andco-operation extended by them. The Directors also gratefully acknowledge support of allother stakeholders of the Company viz. customers members dealers vendors 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.
|Place : Indore ||For and on behalf of the Board |
|Date : 04th September 2021 ||Anil Choudhary |
| ||Chairman & Managing Director |
| ||DIN : 00017913 |