accord synergy ltd Directors report

Your Directors have pleasure in presenting the9^thAnnual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31^stMarch, 2023.

1. FINANCIAL RESULTS:

[Rupees in Lacs]

	2022-2023	2021-2022
Revenue from Operations	2014.69	2495.80
Other Income	30.48	18.63
Total Revenue	2045.17	2514.43
Less: Expenses before Interest and Depreciation
Less: (a) Interest	4.95	37.87
(b) Depreciation	46.13	47.86
Other Expenses	1970.27	3024.74
Profit before Tax & Extra Ordinary Items	23.82	(596.04)
Less : Prior period expenses	-	-
Less: Prior years Income Tax Adjustment	0.007	1.40
Profit Before Tax	23.81	(597.44)
Less: Tax Expenses
Current Tax	-	-
Deferred T ax	6.02	4.79
Profit after Tax	29.84	(592.65)
EPS	0.86	(7.07)

2. DIVIDEND:

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

3. OPERATIONAL HIGHLIGHTS:

The Company earned operational income of Rs. 2014.69lacs compared to Rs. 2495.81 lacs for the previous year. The other income is Rs. 30.48 lacs compared to Rs. 18.63 lacs in the previous year.

4. MATERIAL CHANGES:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statement relates and the date of the Board Report, other than the effects of global pandemic on business

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 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 the following:

(i) steps taken by the company for utilizing alternate sources of energy including waste generated: NIL

(B) Technology absorption:

1. Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, 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 Application will be published in the Trademark Journal for further process.

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

The Company has imported software named Nemo Outdoor drive test tool from Keysight Technologies 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	Nil
during the year
Foreign Exchange outgo during the year in terms of	Nil
actual outflows

6. RISK MANAGEMENT:

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

7. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

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

9. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure - II.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Regulations. This Policy was considered and approved by the Board 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 the Rules framed thereunder, Mr. AsdullakhanPathan (holding DIN: 01952438) Chairman & Non-Executive Director of the Company retire by rotation at the forthcoming Annual General Meeting and he being eligible, offers himself for reappointment.

Key Managerial Personnel

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

1. Mr.BetullakhanAshdullakhanPathan, Managing Director

2. Mrs.RoliBetulla Khan, Whole Time Director

3. Mrs.RituChaudhariNegi, Whole Time Director

4. Mrs.KirtiBhavesh Chauhan, Company Secretary

> BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder read with the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, the Board has carried the evaluation of its own performance, IndividualDirectors, its Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria asrecommended by the Nomination and Remuneration Committee of the Company. The evaluation of the

working of the Board,its committees, experience and expertise, performance of specific duties and obligations etc were carried out. The Directorsexpressed their satisfaction with the evaluation process and outcome.

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

> REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for Determining, Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management.

> DECLARATION BY INDEPENDENT DIRECTORS:

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

11. NUMBER OF MEETING OF BOARD OF DIRECTORS

During the year 5 (Five) Board Meetings and were convened and held on 15/04/2022, 30/05/2022, 20/08/2022, 14/11/2022 and 09/03/2023. The intervening gap between 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	5/5
Mr. AsdullakhanPathan	Chairman & NonExecutive Director	5/5
Mrs.RituChaudhariNegi	Whole-time Director	5/5
Mrs. RoliBetulla Khan	Whole-time Director	5/5
Mr. Rajnikant P. Mandavia	Independent Director	5/5
Mr. Tushar Arvind Shah	Independent Director	5/5

Disclosure on the compliance of Secretarial Standards:

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

12. AUDIT COMMITTEE:

During the year, the Audit Committee met 4 (Four)times on 30/05/2022, 20/08/2022, 14/11/2022 and 09/03/2023. The Board has accepted all

recommendations of Audit Committee and accordingly, no disclosure is required to be made in respect of non-acceptance 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	4/4
Mr. Rajnikant P. Mandavia	Independent Director	Member	4/4
Mrs. Roli B. Khan	Whole-Time Director	Member	4/4

13. SHAREHOLDERS RELATIONSHIP COMMITTEE:

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

During the year, the Shareholders Relationship Committee met 2 (Two) times on 30/05/2022 & 09/03/2023.

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 once on 20/08/2022 during the year.

Name of the Director	Category of the Director	Status	No of Meeting Attended
Mr. Tushar Arvind Shah	Independent Director	Chairman	1/1
Mr. Rajnikant P. Mandavia	Independent Director	Member	1/1
Mr. Asdullakhan A. Pathan	Non-Executive Director	Member	1/1

15. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act,

2013 the Board hereby submits its responsibility Statement:?

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

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

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of 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 the Companies (Management and administration) Rules, 2014 is placed at the website of the Company.

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 statutory auditors of the Company at the sixth Annual General Meeting of the Company to hold office till eleventh Annual General Meeting to be held in the year 2025.As required under Listing Regulations, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The report of the Statutory Auditors of the Company is annexed herewith as "Annexure V”.

SECRETARIAL AUDIT:

M/s. Janki& Associates, Practicing Company Secretaries, was appointed as Secretarial Auditors of the Company for the financial year 2022-23 pursuant to the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in prescribed form MR-3 is attached as Annexure IV to this Report.

INTERNAL AUDITORS:

The Company has appointed M/s Shah &Kadam, Chartered Accountants as Internal auditor 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 other observations of the auditors 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 loss, unauthorized use or disposition of its assets. All the transactions are properly authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal management of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

The Company continues to ensure proper and adequate systems and procedures commensurate with 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 9,72,000 equity shares through Public Offer in the Financial Year 2017-18.

22. CORPORATE GOVERNANCE REPORT:

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to SME listed Companyas 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 annexed to the Boards Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS:

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

24. PARTICULARS OF EMPLOYEES:

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:- Ratio of remuneration of MD and Whole Time Director - 9: 2.01: 1 (Rs. 4,48,735: 100,200: 50,000)

Other Directors - Not Applicable

b) The percentage increase in the remuneration of each director, Chief Executive Officer, Chief Financial Officer and Company Secretary, if any in the financial year - During the FY 2022-23, there was no increase in remuneration of WTD and MD.

c) The percentage increase in the median remuneration of employees in the financial year - average 10% in some of the employees.

d) The number of permanent employees on the rolls of the Company as on 31.03.2023 -230

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration - 10% increase in salaries of some of the Employees and nil increase in Managerial Remuneration of Directors during F.Y. 2022-23

f) Affirmation that the remuneration is as per the remuneration policy of the company.The Companys remuneration policy is driven by the success and performance of the individual employees and the Company. Through the compensation package, the company endeavors to attract, retain, develop and motivate high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. The Company affirms that the remuneration is as per remuneration policy of the Company.

g) Details pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with reference to remuneration of employees in excess of the limits prescribed - None of the employees were in receipt of remuneration above 8 lakh 50 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 (Cost Records and Audit) Amendment Rules, 2014 dated 31/12/2014, the activity of our Company falls under Non-regulated sectors and hence, cost audit is not applicable to the Company for the Financial Year 2022-23.

26. HUMAN RESOURCES:

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance. During the year, Company has adopted Human Rights Policy Statement to express Companys commitment to do business with ethical values and embrace practices that supports human rights, and labour laws on a

continuous basis. During the Lockdown period caused by the global pandemic, Company promptly responded and adopted the Work from Home Policy and ensured timely payment of monthly remuneration to its employees. After the initiation of operations, proper care is taken to provide safe and healthy work environment to employees by providing regular health checkups, thermal screening and regular sanitization of work place.

27. POLICY RELATING TO ANTI SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has placed a Policy to treat women employees with dignity and no discrimination against them plus zero tolerance toward any sexual abuse - to abide by letter and spirit requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under and redressal of complaints of sexual harassment at work place. All employees (permanent, contractual, temporary, trainees) are supposed to adhere to the conduct themselves as prescribed in this policy. During the year under review, no complaint was reported to the Board.

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

No significant, material orders have been passed by the regulators or courts or tribunals impacting the going concern status of the Company or Companys operations in future.

29. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant to new SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition & Insider Trading) Regulation 1992 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive 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 Central Government under section 118(10) of the Companies Act, 2013.

31. DETAILS OF APPLICATION UNDER THE IBC, 2016 DURING THE YEAR ALONG WITH THEIR STATUS:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

32. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OF FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

33. CAUTIONARY STATEMENT :

Statements in these reports describing companys projection statements, expectations and hopes are forward looking statements. Though, these are based on reasonable assumption, the actual results may differ.

34. CAUTIONARY STATEMENT : ACKNOWLEDGEMENTS:

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

	For and on behalf of the Board
Place: Vadodara
Date: 28thAugust, 2023	Sd/-
	Chairman
	AsdullakhanPathan
	DIN - 01952438