commercial syn bags ltd Directors report


To,

The Members of,

Commercial Syn Bags Limited

Your Directors take pleasure in presenting the 39th Annual Report along with the Audited Standalone and Consolidated Financial Statements for the year ended 31st March, 2023.

highlights of financial performance on standalone basis

• Total Income for the year was Rs. 29,421.76 Lakhs as compared to Rs. 32,606.39 Lakhs in the previous year.

• Revenue from operations for the year was Rs. 29,147.45 Lakhs as compared to Rs. 32,158.53Lakhs in the previous year.

• Profit before tax for the year was Rs. 946.65 Lakhs as compared to Rs. 2,088.23 Lakhs in the previous year.

• Profit after tax for the year was Rs. 808.70 Lakhs as compared to Rs. 1,818.28 Lakhs in the previous year.

SUMMARISED PROFIT AND LOSS ACCOUNT

(Rs. In Lakhs except EPS)

Particulars

STANDALONE

CONSOLIDATED

31.03.2023 31.03.2022 31.03.2023 31.03.2022
Revenue from Operations (Net) 29,147.45 32,158.53 29,016.66 32,259.13
Other Income 274.31 447.86 162.21 361.27
Total Income 29,421.76 32,606.39 29,178.87 32,620.40
Profit before Interest, Depreciation & Tax (EBIDTA) 2315.13 3,487.65 2,522.44 3,722.15
Less: Interest 533.00 578.20 614.40 658.09
Less: Depreciation 835.48 821.22 962.18 944.92
Profit before Tax 946.65 2,088.23 945.86 2,119.14
Less: (a) Current Tax 160.81 372.90 167.15 379.64
(b) Deferred Tax (22.86) (102.94) (29.96) (91.29)
Net Profit for the Year 808.70 1,818.28 808.67 1,830.79
EPS (Equity Shares of Rs. 10/- each)
Basic 2.08 15.37 2.02 15.48
Diluted 2.08 14.54 2.02 14.64

COMPANYS AFFAIRS & REVIEW OF OPERATIONS

The Company is carrying business of manufacturer, producers, processors, importers, exporters, buyers and sellers of FIBC, BOPP, Bulk Bags, Poly Tarpaulin, Woven Sacks/Bags, Box Bags, PP/HDPE Fabric, Liner, Flexible Packaging and Geotextiles, Ground

Covers, Nets and other technical textiles products from its various Plants located at Pithampur, District Dhar, (M.P).The Company is also having Solar Power Plant at Sitamau, District Mandsaur (M.P.) for its captive consumption. The company is working in 2 (Two) Segments i.e., Manufacturing Segment and Trading Segment. In addition to that Company is also having solar plant for captive Consumption.

During the period under review, your Company has acquired one unit in the name and style of Techtex (a unit of Commercial Syn Bags Limited) situated at Plot Nos. A-12 & A-13, Indore Special Economic Zone, Pithampur Phase 2, Dhar (M.P) and your board would like to appraise that, the company has commenced its commercial production on 11th March, 2023. After commencement of the commercial production, the existing capacity has been increased by 3900 MT and the same has bees been intimated to members through the corporate announcement made at BSE.

CREDIT RATING

We would like to inform the members that after due consideration of the financial results for the quarter/nine months ended 31st December,2022 the ICRA Limited has revised our credit rating vide their letter ICRA/ Commercial Syn Bags Limited/20022023/1 dated 20th February 2023 for Rs. 141.00 crore Bank Lines availed by the Company. The comparative analysis of the credit rating of the company is as follows:

Total Bank Loan Facilities Rated Rs.141.00 Crores (Rs. One Hundred Forty-One Crores)
Long Term - Term Loan ICRA[BBB/Stable]
Short-Term - Non-Fund-based Working Capital limits ICRA [A3+]

DIVIDEND

In order to conserve resources, your directors do not recommend any dividend for the Financial Year 2022-23and proposes to retain the profits for future requirements of the Company. (P.Y. Rs. 2.10 per share of Rs. 10/- each i.e. 21 %)

DIRECTORS RESPONSIBILITY STATEMENT

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

a. In the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed;

b. Appropriate accounting policies have been selected, applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2023 and of the profit of the company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets 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 were adequate and operating effectively; and

f. Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

CAPITAL STRUCTURE AND LISTING AT STOCK EXCHANGE

The Authorized Equity Share Capital of the Company as on 31st March 2023 was Rs. 4,000.00 Lakhs divided into 4,00,00,000 equity shares of Rs. 10/- each. The paid-up Equity Share Capital of the Company as on 31st March,2023 was Rs.3995.22 Lakhs divided into 3,99,52,200 equity shares ofRs.10/- each.

The entire equity shares of the company continue to remain listed on BSE Ltd. (Scrip Code: 539986). The company has paid the Annual Listing Fees to BSE Ltd. for the year 2023-24 and the Custodian fee to the CDSL and NSDL for the financial year 2022-23 on time. The shares of the Company are regularly traded at BSE Ltd.

Changes in the Share Capital Structure pursuant Preferential Issue:

The Board of Directors at their meeting held on 15th Oct., 2021 has made preferential allotment of 15,00,000 warrants of Rs.130/- each convertible into 15,00,000 equity shares of Rs.10/- each at a premium of Rs.120/- per share to promoter, promoter group and other specified person categorized as public (Non-Promoters) upon receipt of upfront amount of Rs. 32.50 per warrant from the respective allottees. Out of which 5,85,000 warrants were converted and the equity shares have already been allotted on 26th March, 2022. As on 31st March, 2022, The company was having outstanding 9,15,000warrants of Rs.130/- each which may be converted upon receipt of the balance amount from the warrant holder.

During the period, The company has issued and allotted 3,07,500 equity shares of Rs.10 each/- at a premium of Rs. 120/- per share inits Board Meeting held on 24th June 2022 upon exercise of option by the warrant holders for conversion of3,07,500 warrants of Rs. 130/- each allotted on preferential basis. Further, BSE Ltd. has granted listing approval on4th July,2022 and trading approval on 12th July,2022 respectively as a result the paid-up capital of company has increased from Rs. 12,40,24,000 divided into 1,24,02,400 equity shares of Rs.10/- eachto Rs. 12,70,99,000 divided into 1,27,09,900 equity shares of Rs.10/- each.

Further for third trench of conversion of warrants issued on preferential basis into equity shares, the Board of Directors at their Board Meeting held on 17th September, 2022 has issued and allotted 6,07,500 equity shares of Rs.10/- each at a premium of Rs. 120/-per share upon conversion of 6,07,500 warrants of Rs. 130/- each allotted on preferential basis and the BSE Ltd. has granted Listing approval on 11th October, 2022 and trading approval on 19th October, 2022 for 6,07,500 equity shares allotted pursuant to conversion and as a result the paid-up share capital of company has increased from Rs. 12,70,99,000 divided into 1,27,09,900 equity shares of Rs.10/- each to Rs. 13,31,74,000 divided into 1,33,17,400 equity shares of Rs.10/- each. As on 31s March, 2023, there were no outstanding convertible warrants pending for conversion.

Changes in the Share Capital Structure pursuant Bonus Issue:

Your Board would like to appraise that, the members at their 1/2022-23 Extra-Ordinary General Meeting held on 15th November, 2022 has passed the following resolutions related to:-

1) Increase in Authorized Share Capital of the company from Rs. 1500.00 Lakhs to Rs. 4000.00 Lakhs by creation of additional 250.00 Lakhs equity shares of Rs. 10/- each.

2) Alteration of Clause V of the Memorandum of Association related to increase in Authorized Share Capital of the Company.

3) Issuance of Bonus Shares by way of Capitalization of Security Premium Account/ Free Reserve.

The Company allotted 2,66,34,800 Two Crores Sixty-Six Lakhs Thirty Four Thousand Eight Hundred) new fully paid equity shares of Rs. 10/- as fully paid-up bonus shares in the ratio of 2 (Two) new equity bonus shares of Rs. 10/- each for every 1 (One) shares held on the record date) to its shareholders on 29th November, 2022, pursuant to a resolution passed by the shareholders 15th November, 2022 through Extra-Ordinary General Meeting. by postal ballot. The Company has also received Listing approval on 1st December, 2022 and Trading approval from BSE Ltd. on 7th December, 2022.

Upon allotment of Bonus shares, the paid-up share capital of company has increased from Rs. 13,31,74,000 divided into 1,33,17,400 equity shares of Rs.10/- each to Rs. 39,95,22,000 divided 3,99,52,200 equity shares of Rs.10/- each.

CHANGES IN RESERVES

There is no mandatory requirement for transfer of the profits to the general reserves, therefore, to provide an open-ended opportunity to utilize the profits towards the Company activities, during the year under review the Board have not considered appropriate to transfer any amount to the general reserves or any other reserves. Except the following:-

1) the company has received Share premium amount of Rs.1098.00 Lakhs pursuant to conversion of 9,15,000 warrants into 9,15,000 equity shares of Rs. 10/- each which has been credited to the Security Premium Account being the part of the Capital Reserves. (P.Y. Rs. 702.00 Lakhs pursuant to conversion of5,85,000 warrants into 5,85,000 equity shares of Rs. 10/- each at a premium of Rs. 120/- per share).

2) The company has utilized Rs. 10.88 Lakhs from General Reserve, Rs. 1108.53 Lakhs from Security Premium and Rs. 1544.07 Lakhs from Retained Earnings for capitalization of profits towards issuance of Bonus Shares. (P.Y. Rs. Nil)

FINANCE

Cash and cash equivalent of the Company as at 31st March, 2023 is Rs.6.16 Lakhs (Previous year Rs.62.16 Lakhs). Your Company continues to focus on management of its working capital. Further, receivables, inventories and other working capital parameters are kept under continuous monitoring. Your company has availed the various credit facilities from the Bankers of the Company for short term and long-term financial requirements from time to time.

DEPOSITS

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st March, 2023. Further, the Company has not accepted any deposit or loans in contravention of the provisions of Chapter 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 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 made investment and provided loans and guarantees to Body Corporate (including Wholly-Owned Subsidiary) which is within the limit as prescribed under the provisions Section 186 of the Companies Act, 2013.

Details of the Loans and investment made by the company in other Body Corporate including subsidiaries has been given in the financial statements attached with the Annual Report.

CSR INITIATIVES

In view of the profits, your Company is required to undertake "Corporate Social Responsibility" (CSR) activities during the year 2022-23 as required under the provisions of Section 135 of the Companies Act, 2013 and the rules made their under. As part of its initiatives under CSR, the Company has carried various activities, which are in accordance with CSR Policy of the Company read with the Schedule VII of the Companies Act, 2013. The Annual Report on CSR activities is annexed herewith as "Annexure A".

occupational health & safety (oh&s)

This initiative involved positive engagement of personnel on plant at every level.With regard to contractor safety, the two key focus areas identified were:

• Facility Management for the contractors employees

The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labor such as washrooms with bathing facilities, rest rooms, availability of drinking water etc.

• Equipment, Tools & Material Management.

The Equipment, Tools & Material Management program ensured that the tools used by the contractors were safe. The process of screening of contractors was made more stringent to ensure that the contractors were aligned with the Companys 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 Harassment at the workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013("SHOW"). As per the requirement of the "SHOW"and Rules made thereunder, your company has constituted Internal Complaints Committees (ICC). All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Internal Complaints Committee comprises of the following:

Mrs. Ranjana Choudhary Chairperson
Ms. Smriti Keshari Member (ceased w.e.f. 14.03.2023)
Ms. Harsha Mankar Member (ceased w.e.f. 25.04.2022)
Mrs. Rajitha Nair Member (joined w.e.f. 25.04.2022)
Ms. Ritu Singh Member (joined w.e.f. 14.03.2023)

Statement showing the number of complaints filed during the financial year and the number 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. 2022-23 No. of complaints filed Field during the F.Y. 20222-23 No. of complaints disposed off during the F.Y. 20222-23 No. of complaints Pending as at the end of F.Y. 2022-23
Sexual Harassment Nil Nil Nil Nil

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

RISK MANAGEMENT POLICY AND INTERNAL CONTROL ADEQUACY

The Company operates in manufacturing and trading of FIBC, Bulk Bags, Poly Tarpaulin, Woven Sacks/Bags, Box Bags, PP/HDPE Fabric, Liner, Flexible Packaging, Geotextiles, Ground Covers, Nets and other technical textiles products. The major risks factors involved in the manufacturing and trading process are constantly maintaining high quality standards, fluctuations in the price of raw materials, risks from international competitors, fluctuations in currency rates, etc. Other than this, the Government Policy, local area authority, Taxation Policy may adversely affect the profitability of the Company subject to various processes and clearance etc. as may be decided by the concerning State Government. Further, general market conditions relating to the demand, supply, and price relating to the products of the company also affect the business operations of the Company.

INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has appointed Internal Auditors and the scope and authority of the Internal Audit (IA) function is defined in the procedure and appointment letter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee ofthe Board.

Based on the report of internal audit and process, the company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon, if any, are presented to the Audit Committee of the Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Vigil Mechanism/Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy are annexed to the Board Report as "Annexure B"and are also posted on the website of the Company https://comsyn.com/wp-content/uploads/2021/12/Vigil-Mechanism-Whistle-Blower- Policy.pdf

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

Your company is having only one Wholly Owned Subsidiary (WOS) "Comsyn India Private Limited"which is in the business of manufacturing of Fabric and other related products with the installation of Extrusion Plant and Circular Looms. Apart from this there is no other associate or joint venture. Pursuant to provisions of Section 129(3) ofthe Companies Act, 2013 and a statement containing salient features ofthe financial statements ofthe Companys 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 Promoter and Managing Director of the Company. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company, which plays significant roles for the business policy and decision-making process and provide guidance to the executive management to discharge their functions effectively.

Board Independence

Our definition of ‘Independence of Directors or Regulation is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The Company is having total 6 (Six) Directors in the Board out of them the following directors are Independent Directors during the period under review:

1. Shri Hitesh Mehta (DIN: 00427646)

2. Shri Milind Mahajan (DIN:00155762)

3. Shri Vijay Kumar Bansal (DIN:09002441)

The Independent Directors were appointed for a term of 5 (Five) consecutive years 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 that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Your Board of directors is of the opinion that all the Independent Directors fulfill the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year 2022-23. All the Independent Directors are continuing their registration with the Independent Directors Data bank maintained by IICA.

The Independent Directors have complied with the Code for Independent Directors as prescribed 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 or situation, which exits or may be reasonable anticipated that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence and that they are independent of the management.

Directors seeking appointment/ re-appointment in the ensuing Annual General Meeting:

In the ensuing AGM, the Board of Directors is proposing the re-appointment of Mr. Anil Chaudhary (DIN: 00017913) Chairman & Managing Director of the Company whose tenure is expiring on 19th February, 2024, for further period of 3 (three) years w.e.f. 20th February, 2024 as set out in the Notice of AGM and he is also liable to be retire by rotation.

Directors liable to retire by rotation seeking appointment/re-appointment:

Shri Anil Choudhary (DIN:00017913) Chairman & Managing Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your directors recommend passing necessary resolution as set out in notice of Annual General Meeting.

Executive Directors and Key Managerial Personnel and their changes

Shri Anil Choudhary, Chairman & Managing Director, Smt Ranjana Choudhary, Shri Virendra Singh Pamecha, Whole-time Directors, Shri Ravindra Choudhary, CEO, Shri Abhishek Jain, CFO and CS Pooja Choukse, Company Secretary & Compliance Officer have been categorized as Key Managerial Personnel within the meaning of Section 203 of the Companies Act, 2013.

During the Financial Year 2022-23, there was no changes in the Directors and Key Managerial Personnel except that CS Pooja Choukse was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 07.03.2023 due to the resignation of Shri Sandeep Patel who resigned from the post of Company Secretary and Compliance officer of the Company w.e.f. 06.03.2023.

MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business:

The notice of Board meetings is given well in advance to all the Directors. Meetings of the Board are held in Indore, at the Registered Office of the Company. The Agenda of the Board/Committee meetings along with the relevant Board papers is circulated at least a week prior to the date of the meeting. However, in case of urgent business needs, notice and agenda of Board/Committee Meetings were circulated on shorter notice period with consent and presence of Independent Directors at the Meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 12 (Twelve) times in the Financial Year 2022-23viz.16th April, 2022, 25th May, 2022, 24th June, 2022, 29th July, 2022, 10th August, 2022, 5th September, 2022, 17th September, 2022, 22nd October, 2022,14th November, 2022, 29th November, 2022, 11th February, 2023 and 6th March, 2023.The maximum interval between any two meetings did not exceed 120 days.

Details of attendance is provided in Corporate Governance Report as attached in the Annual Report of this year.

Separate Meeting of Independent Directors

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 14th November, 2022 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director and other matters provided under Section 178(3), is uploaded on companys website,https://comsyn.com/wp-content/uploads/2021/12/RevisedNOMINATION-AND-REMUNERATION-POLICY-2-1.pdf

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of directors comprises of the 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 of company and its performance.

iv. Providing perspectives and feedback going beyond the information provided by the management.

v. Commitment to shareholder and other stakeholder interests.

The evaluation involves self-evaluation by the Board Member and subsequently assessment by the Board of directors. A member of the Board will not participate 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); and

(e) Corporate Compliance Committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report. Apart from the above committees, the company is also having an Internal Compliant Committee constituted as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) that were entered into during the Financial Year 2022-23were on Arms Length Basis and were in the Ordinary Course of business. There were certain material RPT as specified in Section 188 of the Companies Act, 2013 for which prior approval of members in the Annual General Meeting held on 30thSeptember,2021was obtained. Form AOC-2 is enclosed as "Annexure D" in this Board Report.

All the Related Party Transactions were approved by the Audit Committee on omnibus basis or otherwise and also by the Board and for certain items the company has taken specific approval of members in the respective meetings. The Company has Related Party Transactions Policy, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The company is not having any material Related Party Transactions as defined under Regulation 23 of the SEBI (LODR) Regulations.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts during the year under review which would impact the going concern status of the Company and its future operations.

AUDITORS, THEIR REPORT AND COMMENTS BY THE MANAGEMENT

Statutory Auditors& Their Report

M/s Avinash Agrawal & Co., Chartered Accountants, (ICAI Firm Registration No. 022666C), the Statutory Auditors were appointed for a First term of consecutive 5 (Five) years at 35thAnnual General Meeting of the Company held on 18th September, 2019 till the 40th Annual General Meeting of the company to be held in the calendar year 2024 as per the provisions of Section 139 of the Companies Act, 2013,read with Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI). Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board.

Secretarial Auditors & Their Report

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) to undertake the Secretarial Audit for the year, 2022-23. The Report of the Secretarial Auditors in Form MR-3 is annexed herewith as "Annexure E"ofthis report.

Your Board is pleased to inform you that there is no such observation made by the Auditors in their report which needs any explanation by the Board except the following:

Secretarial Auditor Observation:-

The Company has not filed Form FC-GPR (Foreign Currency Gross Provisional Return) for reporting of issuance of Bonus shares by the Company to Non-Resident Shareholders. However, the said form has been rejected due to technical reasons.

Management Response:-

The company has submitted Form FC-GPR form multiple times at FIRMS portal of RBI. However, due to technical issues, the Form was rejected by AD Category Bank / RBI. The company is still trying to upload the same by rectifying the errors.

The Board of Directors at their Meeting held on 29th May, 2023, have further re-appointed M/s Ishan Jain & Co., Practicing Company Secretaries(Firm Reg. No. S2021MP802300; FCS 9978; CP 13032) to undertake the Secretarial Audit for the Financial Year 2023-24.

Cost Auditors and Records

Your Company was not required to appoint a Cost Auditor and maintain the cost records as per the Companies (Cost Records and Audit) Rules, 2014 for the year 2022-23.

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 Auditors to Audit Committee/Board during the year under review. Further that there were no frauds committed against the Company and persons which are reportable under Section 141(12) by the Auditors to the Central Government.

CORPORATE GOVERNANCE

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on Corporate Governance and a certificate obtained from Auditors of the Company and Practicing Company Secretary related Disqualification of Directors form part of Corporate Governance Report.

CODE OF CONDUCT

Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. The Company has adopted a Code of Conduct for all Directors and Senior Management of the Company and same is hosted on the website of the company at following link.https://comsyn.com/wp-content/uploads/2021/12/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 made thereunder read with Ind(AS), specified under the Companies (Indian Accounting Standards) Rules, 2015, the consolidated financial statements ofthe Company as at and for the year ended 31st March, 2023, Forms part of the Annual Report and is also available on the website of the company www.comsyn.com.

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

The information on conservation of energy, technology absorption and foreign 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 F"

ANNUALRETURN

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31st March, 2023 has been uploaded on the website of the Company and the web link of the same is: https://comsyn.com/announcements/

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION AND PARTICULARS OF EMPLOYEES.

Pursuant to provision of Section 197(12) of Companies Act, 2013 read with 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 G."

During the year, none ofthe employees received remuneration in excess of Rs. One Crore Two Lakhs or more per annum, or Rs. Eight Lakhs Fifty Thousand per month for the part of the year, in accordance with the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Therefore, there is no information to disclose in terms ofthe provisions ofthe Companies Act, 2013.

There are two employees who are drawing remuneration in excess of the remuneration of Whole-time Director of the company and also hold more than 2% ofthe shareholding alongwith their spouse is as follows:-

Particulars Shri Pramal Choudhary Shri Ravindra Choudhary
Designation Chief Operating Officer Chief Executive Officer
Remuneration Received Rs. 51,00,000 Rs. 38,00,000
Nature of Employment Permanent Permanent
Qualification and Experience MBA and Experience of 12 years Diploma in Finance and Tax Management and Diploma in Import Export Management and Experience of 11 years
Date of Commencement of Employment 01.03.2010 01.07.2011
Age 35 years 48 years
Last Employment held by such employee before joining the company
% of Equity Shares held by employee alongwith their spouse and dependent children 3.06 2.89
Relationship with Directors Son of Mr. Anil Choudhary, CMD Relative of Smt Ranjana Choudhary, WTD

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINNACIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINNACIAL YEAR OF THE COMPANY TO WHICH THE FINNACIAL STATEMENTS RELATE AND THE DATE OF REPORT.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between financial year ended on 31st March, 2023, to which the financial statements relate and the date of this report.

INDUSTRIAL RELATIONS

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

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in nature of business activities during the period under review.

BUSINESS TRANSFER

There is no transfer of Business during the period under review.

PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company and amended Code/Policy were also hosted on the website of Company.

The Code requires Trading Plan, 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.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS.

The Company has in place a Familiarization Program for Independent Directors to provide insights into the company to enable the Independent Directors to understand its business in depth and contribute significantly to the companys success. The Company has devised and adopted a policy on Familiarization Program for Independent Directors and is also available at the companys website at https://comsyn.com/wp-content/uploads/2021/12/Familiarization-Programe-for-website-and-AR.pdf

PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE EVOTING AND EVOTING AT THE AGM.

Your Company is providing E-voting facility as required under Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through VC /OVAM and no physical meeting will be held and your company has make necessary arrangements with CDSL to provide facility for remote e-voting and voting at the AGM. The details regarding e-voting facility is given with the notice of the Meeting.

CAUTIONARY STATEMENT

The statements made in this Report and Management Discussion and Analysis Report relating to the Companys objectives, projections, outlook, expectations and others may be "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors could make difference to the Companys operations that may be, due to change in government policies, global market conditions, foreign exchange fluctuations, natural disasters etc.

GENERAL

Your Directors state that during the year under review:

a. The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review;

b. There is no requirement to conduct the valuation by the bank and no Valuation done at the time of one-time Settlement during the period under review;

c. Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from its subsidiary.

d. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

e. Your Company has not declared and approved any Corporate Action viz buy back of securities, mergers and de-mergers, split of any securities and has not failed to implement or complete the Corporate Action within prescribed timelines. However, during the period under review, the company has declared and paid dividend and issued equity shares pursuant to conversion of warrants into equity shares and issue and allot Bonus Shares to the members of the company during the period under review in compliance with the applicable laws of the Companies Act, 2013 and SEBI regulations;

f. There were no revisions in the Financial Statement and Boards Report.

g. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

h. Details ofunclaimed dividends have been provided as part ofthe Corporate Governance report.

i. There are no voting rights exercised by any employee of the Company pursuant to the Section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules, 2014

ACKNOWLEDGEMENTS

Your Directors thanks the various Central and State Government Departments, Organizations and Agencies and bankers to the Company for the continued help and co-operation extended by them. The Directors also gratefully acknowledge support of all other stakeholders of the Company viz. customers, members, dealers, vendors, and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Place : Indore For and on behalf of the Board
Date : 28th August, 2023 Anil Choudhary
Chairman & Managing Director
DIN : 00017913