The Members of
Commercial Syn Bags Limited
Your Directors take pleasure in presenting the 36th Annual Report alongwith the audited financial statements for the year ended
HIGHLIGHTS OF FINANCIAL PERFORMANCE
Total revenue for the year was Rs. 19283.70 Lakhs as comparedto Rs. 20776.28 Lakhs in the previous year decreased by 7.18%.
Revenue from operations for the year was Rs.19097.23 Lakhs ascompared to Rs. 20667.66 Lakhs in the previous year decreased by 7.60%.
Profit before tax for the year was Rs. 1443.92 Lakhs as comparedto Rs. 1501.25 Lakhs in the previous year decreased by 3.82%.
Profit after tax for the year was Rs. 1142.26 Lakhs as comparedto Rs. 1129.37 Lakhs in previous year in the previous year increased by 1.14%
SUMMARISED PROFIT AND LOSS ACCOUNT ( ^ jn Lakhs)
|Particulars || |
Year ended on
| ||31.03.2020 ||31.03.2019 |
|Revenue from Operations (Net) ||19097.23 ||20667.67 |
|Other Income ||186.47 ||108.61 |
|Total Income ||19283.70 ||20776.28 |
|Profit before Interest Depreciation & Tax (EBIDTA) ||2562.93 ||2574.13 |
|Less: Interest ||428.90 ||557.40 |
|Less: Depreciation ||690.11 ||615.48 |
|Profit before Tax ||1443.92 ||1501.25 |
|Less: (a) Current Tax ||247.93 ||349.54 |
|(b) Deferred Tax ||53.73 ||22.35 |
|Net Profit for the year from continuing operations ||1142.26 ||1129.37 |
|Balance of Retained Earnings ||4269.64 ||3185.56 |
|Appropriations: || || |
|Add: IND AS Impact ||0.00 ||2.36 |
|Less: Dividend (Final/Interim) ||94.54 ||39.52 |
|Less: Dividend Distribution Tax (DDT) ||19.43 ||8.12 |
|Net Surplus in the statement of Profit and Loss ||5297.93 ||4269.65 |
|Other Comprehensive Income and its movement ||(15.23) ||(13.83) |
|Balance of Other Equity ||426.64 ||426.64 |
|Balance Carried to Balance Sheet ||5709.34 ||4682.46 |
|Paid up Equity Share Capital ||11817400 ||11817400 |
|EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) ||9.67 ||9.56 |
STATE OF THE COMPANY'S AFFAIRS& REVIEW OF OPERATIONS
The Company is carrying business of manufacturer producersprocessors importers exporters buyers and sellers of FIBC
HDPE/PP Tarpaulin HDPE/PP Woven Sacks/Bags BOPP Bags HDPE/PP FabricGround Covers Pond Liners Mulch Films Laminates Vermi Beds and Flexible Pipes from itsPlants located at Pithampur District Dhar (M.P.). The company is working in followingSegments
Manufacturing Segment and Trading Segment
In addition to that the Company is also having solar plant powergenerated from solar power plant is captively consumed. The solar power generation segmentis integral part of manufacturing segment.
Further your company has also incorporated its wholly owned subsidiaryin the name and style of Comsyn India Private Limitedon 26thAugust 2020.However the said subsidiary is yet to commence business activities.
IMPACT OF COVID-19
In the last month of FY 2019-20 the COVID-19 pandemic developedrapidly into a global crisis forcing governments to enforce lockdowns of all economicactivity. For the Company the focus immediately shifted to ensuring the health andwell-being of all employees and on minimizing disruption to services for all our customersglobally. The outbreak of novel Coronavirus (Covid-19) has impacted the businessoperations of the company by way of interruption in production activities supply chainand availability of manpower. The nation vide lockdown was effective from midnight of24thMarch 2020. This lockdown was preceded by imposition of Janta Curfew on 22ndMarch2020. The Company however resumed partial operation of all the units at Pithampur w.e.f.28thMarch 2020 with reduced workforce after getting requisite permission from the MPIDCRegional Office Indore after adhering to the all the conditions as imposed in thepermission and since then the production and sales have been stabilizing after facing theinitial problem related to resume of our operation.
The operation at manufacturing units situated at Pithampur were startedwith reduced workforce since 28th March 2020. Administrative office at Pithampur is alsoworking with reduced staff during this pandemic period and with alternate present at theworkplace. However the registered office situated at Indore could not open till 30th May2020 and has resumed the work from 1stJune 2020 with reduced staff. Administrative staffwho could not be present at the workplace were working from home (WFH) and there is noremarkable impact of WFH on the company's operation.
The company has a good order book for export and domestic market. Sothe company does not envisage any major impact on its operation. However the cost ofoperation is increased due to social distancing norms strict procedure of sanitation andother related overhead expenses. The pandemic has resulted in increase in transport costof employees and other transportation expenses.
The Plant is operating with complete compliance of all directivesrelated to maintaining of Social Distancing and mandatory to wear face mask and haveproper sanitizations.
The impact assessment of Covid-19 is a continuing process given theuncertainties associated with its nature and duration accordingly the impact may bedifferent from that estimated as at the date of approval of these financial results. Thecompany will continue to monitor any material changes to future economic conditions.
Updates on Ongoing Project:
1. Update of new project of Capacity addition by way of expansion ofCompany's Unit II situated at Plot No. S- 2/13/13/2
Sector-I Pithampur Dist. Dhar(M.P.)
Pursuant to the approval of Board of Directors of the Company initiatedthe capacity addition in April 2020 by way of expansion of the Company's Unit II situatedat plot No. S-2/1 3/1 3/2 Sector-I Pithampur Dist. Dhar (M.P.) by setting up ofmanufacturing facilities by installation of Multifilament Plant Lamination PlantTwisting Machine Automatic Bag Cutting Machine for manufacturing of Small BagsTarpaulin FIBC Bags Multifilament Thread The Company have successfully installed theabove said machine but due to the pandemic COVID-19 unable to start the trial run andcommercial production by 1st April 2020 however it is expected to commence commercialproduction by September 2020. Trial run of the project is in process.
ICRA Limited vide their letter number D/RAT/2019-20/C-215/1 dated 24thFebruary 2020 have assigned the following ratings to the bank loan facilities of Rs. 86Crores 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 @ 15% (Rs.1.50per equity shares of Rs. 10/- each on 11817400 Equity Shares) for the Financial Year2019-20 aggregating to Rs.177.26 Lakhs (Previous year @ 8% (Re.0.80 per equity shares ofRe. 10/- each on 11817400 Equity Shares).
Any Member of the company who wishes to relinquish their dividendrights in the participate in the final dividend @ 15% (Rs.1.50) per share are requested tofill up the form as available on the website of the company www.comsyn.com and send it tothe Company Secretary of the company by way of email at email@example.comfirstname.lastname@example.org or email@example.com or by the Registered Post or by handas the case may be.
The aforesaid final dividend if any approved by the members shall bepayable to those members whose names appears in the records (subject to the considerationof the request for relinquishment of the rights for participate in the final dividend ifany) of the depositories as on the cut off date 22nd Sept. 2020.
Pursuant to Finance Act 2020 dividend if any declared by theCompany will be taxable in the hands of shareholders w.e.f. 1st April 2020 and theCompany shall be required to deduct tax at source from dividend paid to shareholders atthe prescribed rates as notified by the Finance Act 2020.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of the knowledge and belief and according to theinformation and explanations obtained by them your Directors confirms the followingstatements in terms of Section 134(3)(c) ofthe Companies Act 2013:
a. that in the preparation of the annual accounts for the year ended31st March 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies as mentioned in Notes to the FinancialStatements have been selected and applied consistently. Judgments and estimates have beenmade that are reasonable and prudent so as to give a true and fair view of the state ofaffairs ofthe Company as at 31st March 2020.
c. that they have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d. that they have prepared the Annual Accounts on a going concernbasis;
e. that they have laid down internal financial controls for the companyand such internal financial controls were adequate and were operating effectively.
f. that they have devised proper systems to ensure compliance with theprovisions of all applicable laws and such system are adequate and operating effectively.
The paid-up Equity Share Capital of the Company as on 31st March2020was Rs. 1181.74 Lakhs divided into 11817400 equity shares of Rs. 10/- each. During theyear under review the Company has not issued equity shares or shares with differentialvoting rights or granted stock options or sweat equity.
TRANSFER TO RESERVES
There is no mandatory requirement for transfer of the profits to thegeneral reserves therefore to provide an open ended opportunity to utilize the profitstowards the Company activities during the year under review the Board have not consideredappropriate to transfer any amount to the general reserves or any other reserves.(Previous year Nil)
Cash and cash equivalent of the Company as at 31st March2020 is Rs.448.78 Lakhs (Previous year Rs. 336.96 Lakhs). Your Company continues to focus onmanagement of its working capital. Receivables inventories and other working capitalparameters are kept under continuous monitoring. Your company has availed the variouscredit facilities from the Bankers of the Company for short term and long-term financialrequirements from time to time.
Your Company has not accepted deposit from the public falling withinthe ambit of section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014 and there were no remaining unclaimed deposits as on 31st March2020. Further the Company has not accepted any deposit or loans in contravention of theprovisions of the Chapter V of the Companies Act 2013 and the Rules made there under.
|Interim dividend for the Financial Year ||2019-20 |
|1. Details of Deposits accepted during the year ||Nil |
|2. Deposits remaining unpaid or unclaimed at the end of the year ||Nil |
|3. Default in repayment of deposits ||N.A. |
|At the beginning of the year || |
|Maximum during the year || |
|At the end of the year || |
|4. Deposits not in compliance with law ||N.A. |
|5. NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed ||N.A. |
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not made any investment or provided any loan andguarantees pursuant to section 186 of the Companies Act 2013. CSR INITIATIVES
In view of the profits of the company your Company was required toundertake Corporate Social Responsibility (CSR) activities during the year 2019-20under the provisions of section 135 of the Companies Act 2013 and the rules made theirunder. As part of its initiatives under CSR the Company has carried various activitieswhich are in accordance with CSR Policy of the Company read with the Schedule VII of theCompanies Act 2013.The Annual Report on CSR activities is annexed herewith asAnnexure A.
OCCUPATIONAL HEALTH & SAFETY (OH&S)
This initiative involved positive engagement of personnel on the plantat every level. With regard to contractor safety two key areas of focus were identifiednamely Facility Management for the contractors' employees and Equipment Tools &Material Management. The Facility Management initiative was implemented to ensure adequatewelfare facilities for contract labor such as washrooms with bathing facilities restrooms availability of drinking water etc. The Equipment Tools & Material ManagementProgram ensured that the tools used by contractors were safe. The process of screening ofcontractors was made more stringent to ensure that the contractors were aligned with theCompany's objectives to ensure Zero Harm'.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place a Policy for prevention of Sexual Harassmentat the workplace in line with the requirements of the Sexual Harassment of Women at theWorkplace (Prevention Prohibition & Redressal) Act 2013(SHOW). As perthe requirement of the SHOW and Rules made thereunder your company has constitutedInternal Complaints Committees (ICC). All employees (permanent contractual temporarytrainees) are covered under this policy.
The Internal Complaints Committee comprises ofthe following:
| Smt. Ranjana Choudhary : ||Chairperson |
| Ms. Harsha Mankar : ||Member |
| Ms. Palak Jaiswal : ||Member |
The committee was reconstituted w.e.f. 29th June 2020 and Ms. HarshaMankar has replaced Ms. Neha Singh w.e.f. 29th June 2020 as decided by board. Statementshowing the number of complaints filed during the financial year and the number ofcomplaints pending as on the end ofthe financial year is shown as under: -
|Category ||No. of complaints pending at the beginning of F.Y. 2019-20 ||No. of complaints filed Field during the F.Y. 2019-20 ||No. of complaints disposed off during the F.Y. 2019-20 ||No. of complaints Pending as at the end of F.Y. 2019-20 |
|Sexual Harassment ||Nil ||Nil ||Nil ||Nil |
Since no complaint is received during the year which is appreciable asthe management of the company endeavor to provide safe environment for the femaleemployees ofthe company.
RISK MANAGEMENT POLICY AND INTERNAL CONTROLADEQUACY
The Company is operating in manufacturing and trading of FIBC HDPE/PPTarpaulin HDPE/PP Woven Sacks/Bags BOPP Bags HDPE/PP Fabric Ground Covers PondLiners Mulch Films Laminates Vermi Beds and Flexible Pipes. The major risks factorsinvolved in the manufacturing and trading process is constantly maintaining high qualitystandards fluctuations in the price of raw materials risks from Internationalcompetitors fluctuations in currency rates etc. Other than this the Government Policylocal area authority Taxation Policy may adversely affect the profitability of theCompany subject to various process and clearance etc. as may be decided by the concerningState Government. Further general market conditions relating to the demand supply andprice relating to the products ofthe company also affect the business operations oftheCompany.
Internal Financial Control & its effectiveness
The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The Company has appointed Internal Auditors andthe scope and authority of the Internal Audit (IA) function is defined in the procedureand appointment letter. To maintain its objectivity and independence the Internal Auditfunction reports to the Chairman of the Audit Committee ofthe Board.
Based on the report of internal audit and process the companyundertakes corrective action in their respective areas and thereby strengthens thecontrols. Significant audit observations and corrective actions thereon if any arepresented to the Audit Committee of the Board.
Vigil Mechanism/Whistle Blower Policy
The Company has a vigil mechanism named Vigil Mechanism/Whistle BlowerPolicy to deal with instance of fraud and mismanagement if any. The details of the VigilMechanism Policy are annexed to the Board Report as Annexure Band are alsoposted on the website of theCompany.(http://www.comsyn.com/wp-content/uploads/2017/10/CSBL_Vigil-Mechanism-Whistle-Blower-Policy.pdf)
SUBSIDIARY ASSOCIATE AND JOINT VENTURE OF THE COMPANY
As on the close of the Financial Year The Company does not have anysubsidiary associate or joint venture during the financial year 2019-20 as well as at thebeginning or closing of the financial year therefore the financial statement is preparedon standalone basis and the requirement for disclosure in the Form AOC-1 is notapplicable.
However the Company is an associate of Super Sack Pvt. Ltd. which isholding 3441793 (excluding 24563 shares kept in the Pool Account of the Depository)equity shares representing 29.12% as on 31st March 2020of total paid up equity sharecapital of the Company and categorized under the promoter group. Thus Super Sack Pvt.Ltd. is holding total 3466356 (29.33%) shares of the Company as on 31stMarch2020.
Further after the closing of the financial year the Company hasincorporated a Wholly Owned Subsidiary in the name of COMSYN INDIA PRIVATE LIMITED on 26thAugust 2020 to manufacture all types of Woven Sacks FIBC Bags Jumbo Bags Big BagsBulk Bags Non-Woven Bags Leno Bags Fabric Plastic Tarpauline Pond Liners MulchFilms Vermi beds Flexible Pipes Geo membrane and all types of flexible and otherpackaging material made up of Polymers and Plastic Granules or any other material which isrequired for packing grains seeds fertilizers chemicals or any other article or producton retail as well as wholesale basis in India or elsewhere. The Subsidiary Company yet tocommence business activities.
BOARD OF DIRECTORS THEIR MEETINGS & KMPs Constitution of the Board
The Board of directors are comprising of total 6 (Six) Directors whichincludes 3(Three) Independent and 1 (One) Women directors. The Chairman of the Board isalso Promoter and Managing Director. The Board members are highly qualified with thevaried experience in the relevant field of the business activities of the Company whichplays significant roles for the business policy and decision-making process and provideguidance to the executive management to discharge their functions effectively.
Our definition of Independence' of Directors or Regulationis derived from Regulation 16 of SEBI (LODR) Regulations 2015 and Section 149(6) of theCompanies Act 2013. The Company is having total 6 directors in the Board out of them thefollowing directors are independent directors:
1. Mr. Hitesh Mehta
2. Mr. Milind Mahajan
3. Mr. Chintan Pushpraj Singhvi
As per provisions of the Companies Act 2013 Independent Directorswere appointed for a term of 5 (five) consecutive years who shall be eligible forre-appointment for a second term by passing of a special resolution by the Company andshall not be liable to retire by rotation.
Declaration by the Independent Directors
All the Independent Directors have given their declaration ofIndependence stating that they meet the criteria of independence as prescribed undersection 149(6) of the Companies Act 2013. The Board is of the opinion that all theindependent directors fulfill the criteria as laid down under the Companies Act 2013 andthe SEBI (LODR) Regulations 2015 during the year 2019-20 and All the IndependentDirectors have also registered themselves with Independent Directors' Data bank.
The Independent Directors have complied with the Code for IndependentDirectors as prescribed in Schedule IV to the Act. Further as per the provisions ofRegulation 16(1)(b) of the SEBI (LODR) Regulations 2015 as amended from time to time; thedirectors are not aware of any circumstance or situation which exits or may be reasonableanticipated that could impair or impact his ability to discharge his duties with anobjective independent judgement and without any external influence and that he/she isindependent ofthe management.
Directors seeking re-appointment in the ensuing General Meeting:
Upon the recommendation of the Nomination and Remuneration Committeeyour Board of Directors has recommended to reappoint the following directors by passingSpecial resolution in the ensuing Annual General Meeting to be held on 29thSept. 2020:
1) Re-appointment of Shri Chintan Pushpraj Singhvi (DIN 07334755) as anIndependent Directors for a second term of 5
(Five) Consecutive Years w.e.f. 30th Nov. 2020 not liable to retire byrotation;
2) Re-appointment of Shri Anil Choudhary (DIN 00017913) as the Chairmanand Managing Director of the company for a period of 5 years w.e.f. 20th Feb. 2021;
3) Re-appointment of Shri Virendra Singh Pamecha (DIN 07456367) as theWhole-time Director of the company for a period of 5 years w.e.f. 26th March 2021.
Directors liable to retire by rotation seeking re-appointment:
Shri Anil Choudhary (DIN 00017913) the Chairman and Managing Directoris liable to retire by rotation at the ensuing annual general meeting and being eligibleoffers himself for re-appointment. Your directors recommend to pass necessary resolutionas proposed in the Item No. 3 ofnotice ofthe Annual General Meeting.
Executive Directors and Key Managerial Personnel and their changes
Shri Anil Choudhary Chairman & Managing Director Smt RanjanaChoudhary and Shri Virendra Singh Pamecha Whole-time
Directors Shri Ravindra Choudhary CEO Shri Abhishek Jain CFO and CSSandeep Patel Company Secretary & Compliance Officer have been categorized as KeyManagerial Personnel within the meaning of section 203 of the Companies Act 2013.
There was no change in the composition of Directors during theFinancial Year 2019-20 however except the following Key Managerial Personnel (KMP) afterthe closure of Financial Year:
1. CS Anamika Gupta Company Secretary & Compliance Officer hasresigned w.e.f. 15th July 2020.
2. CS Sandeep Patel was appointed as Company Secretary &Compliance Officer w.e.f. 16th July 2020.
Meetings of the Board
The Board meets at regular intervals to discuss and decide onCompany/business policy and strategy apart from other Board business:
The notice of Board meetings is given well in advance to all theDirectors. Meetings of the Board are held in Indore at the Registered Office of theCompany. The Agenda of the Board/Committee meetings along with the relevant Board papersis circulated at least a week prior to the date ofthe meeting. However in case of urgentbusiness needs notice & agenda of Board/Committee meetings were circulated on shorternotice period with consent and presence of Independent Directors at the Meeting. TheAgenda for the Board and Committee meetings includes detailed notes on the items to bediscussed at the meeting to enable the Directors to take an informed decision.
The Board met 5 (Five)times in the Financial Year 2019-20 viz.20thMay2019; 22nd August 2019; 13th September 2019;13th November 2019; 1stFebruary 2020.Themaximum interval between any two meetings did not exceed 120 days.
Separate Meeting of Independent Directors:
As stipulated by the Code of Independent Directors under the CompaniesAct 2013; a separate meeting of the Independent Directors of the Company was held on 13thNovember 2019 to review the performance of Non-Independent Directors (including theChairman) and the entire Board. The Independent Directors also reviewed the qualitycontent and timeliness of the flow of information between the Management and the Board andits' Committees which is necessary to effectively and reasonably perform anddischarge their duties.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Policy of the Company on Directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters provided under section 178(3) is uploaded oncompany'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 directorscomprises ofthe following key areas:
i. Attendance of Board Meetings and Board Committee Meetings.
ii. Quality of contribution to Board deliberations.
iii. Strategic perspectives or inputs regarding future growth ofcompany and its performance.
iv. Providing perspectives and feedback going beyond the informationprovided by the management.
v. Commitment to shareholder and other stakeholder interests.
The evaluation involves self-evaluation by the Board Member andsubsequently assessment by the Board of directors. A member of the Board will notparticipate in the discussion of his/her evaluation.
COMMITTEES OF THE BOARD
In accordance with the Companies Act 2013 and the SEBI (LODR)Regulations 2015 and other purposes the Board has the following Five (5) committees:
(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders' Relationship Committee;
(d) Corporate Social Responsibility Committee (CSR);
(e) Internal Complaints Committee (ICC) under the Sexual Harassment ofWomen at the Workplace.
A detailed note on the Board and its committees is provided under theCorporate Governance Report section in this report.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during theFinancial Year 2019-20 were on Arm's Length Basis and were in the Ordinary Course ofbusiness. There are certain material related party transactions after taking priorapproval of members in the Annual General Meeting held on 18thSept. 2019 with certainpersons and the company is enclosing Form AOC-2 as Annexure Cin this BoardReport.
All Related Party Transactions were approved by the Audit Committee onomnibus basis or otherwise and also by the Board. The Company has Related PartyTransactions Policy Standard Operating Procedures for purpose of identification andmonitoring of such transactions.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by theRegulators/Courts during the year under review which would impact the going concern statusof the Company and its future operations.
AUDITORS THEIR REPORT AND COMMENTS BY THE MANAGEMENT StatutoryAuditors
M/s Avinash Agrawal & Co. Chartered Accountants (ICAI FirmRegistration No. 022666C) the Statutory Auditors were appointed for a term of consecutive5 (Five) years at 35th Annual General Meeting of the Company held on 18th September 2019till the 40th Annual General Meeting of the company to be held in the calendar year 2024at such remuneration as may be approved by the Audit Committee and Board of Directors ofthe company as per the provisions of section 139 of the Companies Act 2013 As requiredunder Regulation 33(d) of the SEBI (LODR) Regulation 2015 the auditor has confirmed thatthey hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India.
Board is pleased to inform that there is no such observation made bythe Auditors in their report which needs any explanation by the Board.
The Auditors Reports and the Notes on financial statements for the year2019-20 referred to in the Auditor's Report are selfexplanatory does not contain anyqualifications reservation or adverse remark and do not call for any further comments.
Pursuant to the provisions of section 204 of the Companies Act 2013and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 thecompany has appointed M/s Ishan Jain & Co. Practicing Company Secretaries(Firm Reg.No. I2014MP1139600; FCS 9978; CP 13032)to undertake the Secretarial Audit for the year2019-20. The Report of the Secretarial Auditors in the Form MR-3 is annexed herewith asAnnexure Dof this report. Your Board is pleased to inform that there is nosuch observation made by the Auditors in their report which needs any explanation by theBoard except that:
1) Some forms were filed by the Company after the prescribed time alongwith the adequate additional filing fee and this has reported as compliance by referenceof payment of additional fees;
Management Comments: There was 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.
2) Presently about Rs. 54.08 Lakhs is the Un-spent amount as at 31stMarch 2020 towards Corporate Social Responsibility by the company as required undersection 135 ofthe Act.
Management Comments: Company could not spend the remaining balanceamount as the Company was in the process of identification of the suitable implementingagencies and are of activities for proper utilization of the CSR amount. Company is fullycommitted and dedicated towards its CSR. The company will endeavor to spend the unspentamount in the next financial years.
3) Pravi Investments LLP a person acting in concert with Super SackPvt. Ltd. (One of the Promoter of the company) has acquired 328929 equity shares ofRs.10/- each about 2.77% and Super Sack Pvt. Ltd. (being the promoter) has also acquired202356 equity shares of Rs.10/- about 1.20%ofthe total paid up share capital of theCompany during the year 2019-20 without complying with the Regulation 5 of SEBI (PIT)Regulations 2015 relating to submission of Trading Plans and matters related thereto.However pre clearance approval was given by the compliance Officer under SEBI (PIT)Regulations 2015.
Management Comments: Pravi Investment LLP and Super Sack Pvt Ltd hasacquired shares in the year 2019-20 as a long term investment and they are not involved inany trading 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 29thJune2020 havere-appointed M/s Ishan Jain & Co. Practicing Company Secretaries to undertake theSecretarial Audit for Financial Year 2020-21.
Your Company is not required to appoint a Cost Auditor for the year2019-20. As per rule 4(2) of Companies (Cost Records and Audit) Rules 2014 every companyspecified in item (B) of rule 3 shall get its cost records audited in accordance withthese rules if the overall annual turnover of the company from all its products andservices during the immediately preceding financial year is rupees one hundred crore ormore and the aggregate turnover of the individual product or products or service orservices for which cost records are required to be maintained under rule 3 is rupeesthirty five crore or more. Since it does it does not met the threshold limit of aggregateturnover of the individual products for which cost records are required to be maintainedunder rule 3 therefore the company is not required to appoint Cost Auditor.
DISCLOSURE FOR FRAUDS REPORTED BY THE AUDITORS
As per the provisions of section 134(3) of the Companies Act 2013 readwith Rule 13(4) of the Companies (Audit and Auditors) Rules 2014 no frauds were reportedby the Auditors to Audit Committee/Board during the year under review. Further that therewere no frauds committed against the Company and persons which are reportable undersection 141(12) by the Auditors to the Central Government.
Your Company firmly believes and adopts the highest standard ofpractice under Corporate Governance. A separate section on Corporate Governance and acertificate obtained 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 listedcompanies to lay down a Code of Conduct for its directors and senior managementincorporating duties of directors as laid down in the Companies Act 2013. The Company hasadopted a Code of Conduct for all Directors and Senior Management of the Company and sameis hosted on the website 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
Since the company is not having any subsidiary associates or jointventure therefore the requirement for Consolidated Financial Statements in accordancewith relevant Accounting Standards (AS) is not applicable to the Company during the year2019-20.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section
134(3)(m) of the Companies Act 2013read with Rule 8 of the Companies(Accounts) Rules 2014 is annexed herewith as Annexure E.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THISREPORT
The outbreak of the novel corona virus pandemic (Covid-19) is causingsignificant discrepancies in economic activities the impact of which has been discussedin Review of Operations which forms part of this Annual Report. Further your company haspromoted a wholly owned subsidiary in the name and style of Comsyn India PrivateLimited which was incorporated on 26thAug. 2020. The Business of the subsidiary isyet to be commenced till date of signing of this report. Except the above no materialchanges and commitments affecting the financial position of the Company occurred duringthe Financial Year to which this financial statements relate and the date of report.
EXTRACT OFANNUAL RETURN
Pursuant to the notification issued by the Ministry of CorporateAffairs on 28th Aug. 2020 related to disclosure of the Weblink of website where FormMGT-9 is placed and further the amendment made in Rule 12(1) Companies (Management andAdministration)Rules 2014 on dated 28th August 2020 by insertion of the Provisionrelated to disclosure of MGT-9 in Board Report and on Website. Since the company hasalready placed Form MGT-9 on the website of the company at the following linkhttp://comsyn.com/wp-content/uploads/2020/09/Extract-of-Annual-Return-Form-MGT-9-2019-20.pdf.Therefore the company is not enclosing Form MGT-9 with this Report.
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIANEMPLOYEE'S REMUNERATION AND PARTICULARS OF EMPLOYEES
Pursuant to provision of section 197(12) of Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and the details of Top 10 employees given in the Annexure F.
During the year none of the employees received remuneration in excessof Rs. One Crore Two Lakhs or more per annum or Rs. Eight Lakhs Fifty Thousand per monthfor the part of the year in accordance with the provisions of Section 197 of theCompanies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.Therefore there is no information to disclose in terms of theprovisions of the Companies Act 2013.
During the year under review your Company enjoyed cordial relationshipwith workers and employees at all levels.
PREVENTION OF INSIDER TRADING
In view of the SEBI (Prohibition of Insider Trading) Regulation 2015the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view toregulate trading in securities by the Directors and designated employees of the Companyand amended Code/Policy were also hosted on the website of Company.
The Code requires Trading Plan pre-clearance for dealing in theCompany's shares and prohibits the purchase or sale of Company shares by theDirectors and the designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when the Trading Window isclosed.
Further the company has formulated new policy for Procedure of inquiryin case of leak of unpublished price sensitive information or suspected leak ofunpublished price sensitive information("UPSI") framed under Regulation9A(5) of SEBI (PIT) (Amendment) Regulations 2018).
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company has in place a Familiarization Program for IndependentDirectors to provide insights into the company to enable the Independent Directors tounderstand its business in depth and contribute significantly to the company's success.The Company has devised and adopted a policy on Familiarization Program for IndependentDirectors and is also available at the company's website at www.comsyn.com.
PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE EVOTING ANDEVOTING AT THE AGM:
Your Company is providing E-voting facility including remote e-votingand e-voting at AGM under section 108 of the Companies Act 2013 read with Rule 20 of theCompanies (Management and Administration) Amendment Rules 2015. The details regarding e-voting facility including remote e-voting and e-voting at AGM is being given with thenotice of the Meeting.
Further In view of the massive outbreak of the COVID-19 pandemicsocial distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated8thApril 2020 Circular No.17/2020 dated 13thApril 2020 issued by the Ministry ofCorporate Affairs (MCA) followed by Circular No. 20/2020 dated 5thMay 2020 physicalattendance of the Members to the AGM venue is not required and Annual General Meeting(AGM) is to be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM).Hence Members are requested to attend and participate in the ensuing AGM through VC/OAVMonly.
The statements made in this Report and Management Discussion andAnalysis Report relating to the Company's objectives projections outlookexpectations and others may be forward looking statements within the meaningof applicable laws and regulations. Actual results may differ from expectations thoseexpressed or implied. Some factors could make difference to the Company's operationsthat may be due to change in government policies global market conditions foreignexchange fluctuations natural disasters etc.
Your Directors thanks the various Central and State GovernmentDepartments Organizations and Agencies for the continued help and co-operation extendedby them. The Directors also gratefully acknowledge support of all other stakeholders ofthe Company viz. customers members dealers vendors and other business partners for theexcellent support received from them during the year. The Directors place on record theirsincere appreciation to all employees of the Company for their unstinted commitment andcontinued contribution to the Company.
|Place : Indore ||For and on behalf of the Board |
|Date : 2nd September 2020 ||Anil Choudhary |
| ||Chairman & Managing Director |
| ||DIN : 00017913 |