Dear Members,
The Board of Directors are pleased to present the Companys 44th Annual Report along
with the audited accounts for the financial year ended March 31, 2023.
FINANCIAL SUMMARY OR fflGHLIGHTS/PERFORMANCE OF THE COMPANY
The Standalone Financial results are summarized below:
(Amount in hundred)
| Particulars |
March 31, 2023 |
March 31, 2022 |
| Net Sales |
398235.86 |
183010.25 |
| Other Income |
1641.56 |
1267.76 |
| Total Income |
399877.42 |
184278.01 |
| Profit before taxation |
21549.83 |
18766.79 |
| Tax Expenses: |
|
|
| Current Tax |
5638.40 |
4879.40 |
| Deferred Tax |
- |
- |
| Extraordinary Items (net of Tax Expenses) |
- |
- |
| Profit after Tax |
15911.43 |
13887.39 |
RESERVES
The Company has not transferred any amount to General Reserve.
DIVIDEND
With a view to conserve resources for working capital requirements and rising capital
expenditure, directors considered it prudent not to recommend any dividend for the year
under review.
SHARE CAPITAL
The paid-up equity capital as on March 31, 2023 was Rs. 312,873,300. During the year
under review, no issue of equity shares with differential voting rights was completed.
Further, the Company has not issued any sweat equity nor granted any employee stock
options.
GLOBAL HEALTH PANDEMIC FROM COVID-19
The World Health Organization declared a global pandemic of the Novel Corona virus
disease (COVID-19) on February 11, 2022. In enforcing social distancing to contain the
spread of the disease, our offices and client offices all over the world have been
operating with minimal or no staff for extended periods of time. In keeping with its
employee-safety first approach, the Company quickly instituted measures to trace all
employees and be assured of their well-being. Our teams reacted with speed and efficiency,
and quickly leveraged technology to shift Hie workforce to an entirely new
‘work-from-home model. Proactive preparations were done in our work locations during
this transition to ensure our offices are safe.
CHANGES IN THE NATURE OF BUSINESS
During the year, there has been no Change in the nature of die Business of die Company.
No material changes and commitments have occurred between the end of the financial year
and date of report.
CHANGE OF NAME
There has been no change in the name of the Company during the financial year 2022-23.
NUMBER OF MEETING OF BOARD
The Board of Directors duly met 8 (Seven) times on 30.05.2022, 01.08.2022,
23.08.2022, 12.11.2022, 29.11.2022, 05.01.2023, 30.01.2023 and 17.02.2023 in respect
of which meetings, proper notices were given and the proceedings were properly recorded
and signed in the Minutes Book maintained for the purpose.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public or shareholder during the
year, nor has any unclaimed or unpaid deposits at the end of the financial year 2022-23.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
The company has not given loans or guarantees but has invested in the Equity Shares of
the other Companies. The details of the investments made by company during the year under
review are given in the financial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls system with reference to
financial statements. The scope of work includes review of process for safeguarding die
assets of the Company, review of operational efficiency, effectiveness of systems and
processes, and assessing the internal control strengths in all areas. During the year,
such controls were tested and no reportable weakness in Hie design or operation was
observed.
CORPORATE SOCIAL RESPONSIBILITY ICSRl INITIATIVES
In accordance with the requirements of die provisions of section 135 of the Act, the
Company has constituted a Corporate Social Responsibility ("CSR") Commidee. The
composition and terms of reference of the CSR Committee is provided in the Corporate
Governance Report.
Since your Company do not have the net worth of Rs. 500 Cr or more, or turnover of Rs.
1000 Cr or more, or a net profit of Rs. 5 Cr. or more during die financial year, section
135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not
applicable and hence the Company need not adopt any Corporate Social Responsibility
Policy.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The required information as per rule 8(3) of the companies (Accounts) Rules, 2014 is
provided hereunder:
A. Conservation of Energy:
Your Companys operations are not energy intensive. Adequate measures have been taken
to conserve energy wherever possible by using energy efficient computers and purchase of
energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings: NIL
2. Foreign Exchange Outgo: NIL
DIRECTOR AND KEY MANAGERIAL PERSONNEL
a. Changes in Director and Key Managerial Personnel (KMP):
The Board of the Company during the Financial Year was as follows:
Ms Rajkumari Naskar appointed as a Director of the Company from 12/02/2023.
Composition of Board post change is as follows:
| Sr. No. |
Name Of Directors |
Designation |
Date of Appointment |
| 1. |
Mina Devi Agarwal |
Non-Executive - Independent Director |
06/01/2016 |
| 2. |
Bappa Mitra |
Non-Executive - Independent Director |
08/04/2019 |
| 3. |
Mahavir Verma |
Whole Time Director & CFO |
08/04/2019 |
| 4. |
Samit Ray |
Executive director |
08/04/2019 |
| 5. |
Rajkumari Naskar |
Non-Executive - Independent Director |
12/02/2022 |
| 6. |
Nitesh Poddar |
Non-Executive - Independent Director |
28/09/2022 |
Declaration of Independence
The Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under the provisions of
Companies Act, 2013 read with the Schedules and Rules issued there under as well as
Regulation 25 of the Listing Regulations. The Independent Directors have also complied
with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of
Conduct for directors and senior management personnel.
b. Board Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the provisions of the
Act and the corporate governance requirements as prescribed under Listing Regulations.
Listing Regulations mandates that Hie Board shall monitor and review the Board evaluation
framework.
The perfonnance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc.
The perfonnance of Hie committees was evaluated by the board after seeking inputs from
Hie committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the perfonnance of the individual directors on the basis of the criteria such as
the contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.
In a separate meeting of independent Directors, performance of non-independent
directors, perfonnance of the board as a whole was evaluated, taking into account the
views of executive directors and nonexecutive directors.
The same was discussed in the board meeting that followed the meeting of the
independent Directors, at which the perfonnance of Hie Board, its committees and
individual directors was also discussed.
c. Disclosure Relating To Remuneration Of Directors, Key Managerial Personnel
In accordance with Section 178 and other applicable provisions if any, of Hie Companies
Act, 2013 read with the Rules issued there under and Regulation 19 of the Listing
Regulations Hie Board of Directors had formulated the Nomination and Remuneration Policy
of your Company on the recommendations of the Nomination and Remuneration Committee. The
salient aspects covered in Hie Nomination and Remuneration Policy, covering the policy on
appointment and remuneration of Directors and other matters have been outlined in the
Corporate Governance Report which forms part of this Report.
d. Number Of Meetings of The Board of Directors and Audit Committees
Your Board of Directors duly met 8 (Seven) times on 30.05.2022, 01.08.2022,
23.08.2022, 12.11.2022, 29.11.2022, 05.01.2023, 30.01.2023 and 17.02.2023 in respect
of which proper notices were given and the proceedings were properly recorded and signed
in the Minute Book maintained for the purpose. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013.
The Audit Committee duly met Four (4) times during the financial year i.e., on 30.05.2022,
01.08.2022, 12.11.2022 and 30.01.2023 in respect of which proper notices were given
and Hie proceedings were properly recorded and signed in the Minute Book maintained for
the purpose.
e. Directors Responsibility Statement
Pursuant to Section 134 (3) (c) of the Companies Act, 2013, Directors of your Company
hereby state and confirm that:
(a) In the preparation of the annual accounts for the year ended 31st
March, 2023, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
(b) They have 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 die financial year and of die profit
of the company for diat period;
(c) They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with die provisions of this Act for safeguarding the
assets of die company and for preventing and detecting fraud and other irregularities;
(d) They have prepared the annual accounts on a going concern basis;
(e) They have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively; and
(f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
FORMAL ANNUAL EVALUATION
As per section 149 of the Companies Act, 2013 read widi clause VII (1) of die schedule
IV and rules made there under, the independent directors of die company had a meeting on
30.01.2023 widiout adendance of nonindependent directors and members of management. In the
meeting die following issues were taken up:
(a) Review of the performance of non-independent directors and the Board as a whole;
(b) Review of the performance of the Chairperson of the company, taking into account
die views of executive directors and non-executive directors;
(c) Assessing the quality, quantity and timeliness of flow of information between the
company management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
The meeting also reviewed and evaluated the performance of non-independent directors.
The company had 2 (Two) non-independent directors namely:
I. Mr. Samit Ray - Non- Independent & Executive II. Mr. Mahavir Venna - Non-
Independent & Executive The meeting was recognized for shaping up of the company and
putting the company on accelerated growth path. They devoted more time and attention to
bring up the company to the present level.
The meeting also reviewed and evaluated the performance Hie Board as whole in terms
of the following aspects:
> Preparedness for Board/Committee meetings
> Attendance at the Board/Committee meetings
> Guidance on corporate strategy, risk policy, corporate performance and overseeing
acquisitions and disinvestments.
> Monitoring the effectiveness of the companys governance practices
> Ensuring a transparent board nomination process with the diversity of experience,
knowledge, perspective in the Board.
> Ensuring the integrity of the companys accounting and financial reporting
systems, including the independent audit, and that appropriate systems of control are in
place, in particular, systems for financial and operational control and compliance with
the law and relevant standards.
Mr. Mahavir Verma, chairman of the company has performed exceptionally well by
attending board meetings regularly, by taking active participation in the discussion of
die agenda and by providing required guidance from time to time to the company for its
growth etc.
It was noted that the Board Meetings have been conducted with the issuance of proper
notice and circulation of the agenda of die meeting widi the relevant notes thereon.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There are no materially significant related party transactions made by die company with
Promoters, Key Managerial Personnel or any odier related parties as defined under die
Companies Act, 2013, which may have potential conflict with interest of the company.
LISTING AGREEMENT:
The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 witii the aim to
consolidate and streamline die provisions of the Listing Agreement for different segments
of capital Markets to ensure beder enforceability. The said regulations were effective
Decemberl, 2015. Accordingly, all listed entities were required to enter into the Listing
Agreement within six months from the effective date. The company entered into Listing
Agreement with CSE Limited, MCX Limited and BSE Limited.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2022-2023 to
The Calcutta Stock Exchange Limited, MCX Limited and BSE Limited, where the Companys
Shares are listed. The Company Listed on BSE effective from 14th August, 2015.
The scrip code number of the Equity Shares of die Company is as follows:
| • BSE |
539278/SYMBIOX |
| • MSE |
SYMBIOX |
| • CSE |
029461 |
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In line with the provisions of the Section 177(9) of the Act and the regulation 27(2)
of LODR with stock exchanges, die Company has adopted Whistle Blower Policy, as part of
vigil mechanism to provide appropriate avenues to the Directors and employees to bring to
the adention of the management any issue which is perceived to be in violation of or in
conflict with die fundamental business principles of the Company.
This vigil mechanism provides for adequate safeguards against victimization of
employees and directors who avail of the vigil mechanism and also provide for direct
access to the chairperson of die Audit commidee, in exceptional cases. The Company
Secretary is the designated officer for effective implementation of the policy and dealing
with the complaints registered under die policy.
AUDITORS REPORT
Auditors Report does not contain any qualification, reservation or adverse remarks.
Notes to Accounts and Auditors remarks in dieir report are self-explanatory and do not
call for any further comments.
SECRETARIAL AUDIT REPORT
During the year, Secretarial Audit was carried out by Mr. Akhil Agarwal, Practicing
Company Secretary, the Secretarial Auditor of the Company for the financial year
2022-2023.
As Secretarial Auditor has pointed out certain observation in his report, die Board of
directors the company state that those non-compliance of the provisions of the Companies
Act, 2013, were due to ambiguity and uncertainty of the applicability of the same for the
relevant period. However, die company would ensure that, in fudire all the provisions are
complied with the fullest extent.
Report of the Secretarial Audit in Form MR-3 for the financial year ended March
31, 2023 is enclosed as Annexure- "I" to the Report.
STATUTORY AUDITOR
M/s SSRV& ASSOCIATES Chartered Accountants, (FRN NO. 135901W) was
appointed as Statutory Auditors of the company retires at the ensuing Extra Ordinary
General Meeting held on 17.02.2023. As required under the provisions of Section 139 and
other applicable provisions of the Companies Act, 2013, if any, read with the Companies
(Audit and Auditors) Rules, 2014 and other applicable rules, if any, (including any
statutory modification(s) or re-enactment thereof for the time being in force) M/s
SSRV& ASSOCIATES Chartered Accountants, (FRN NO. 135901W), be and is hereby
appointed as the Statutory Auditor of the Company as on 30.01.2023. M/s SSRV&
ASSOCIATES Chartered Accountants, (FRN NO. 135901W), will hold office from the
conclusion of this Annual General Meeting (AGM) till the conclusion of AGM to be held in
the year 2027, subject to ratification by members at every AGM, on a remuneration as may
be mutually agreed upon by the Board of Directors and the Auditor plus applicable taxes
and reimbursement of travelling and out of pocket expenses incurred by them for the
purpose of audit.
The Board recommends the appointment of M/s SSRV& ASSOCIATES Chartered
Accountants, (FRN NO. 135901W)- Mumbai, as the statutory auditors of the Company
from the conclusion of this Annual General meeting till die conclusion of die next Annual
General Meeting.
CEO/CFO/MD CERTIFICATION
The Chief Financial Officer (CFO) have issued certificate pursuant to the provisions of
Regulation 27(2) of LODR certifying that die Financial Statements do not contain any
materially untrue statement and these statements represent a true and fair view of the
Companys affairs and the same forms a part of this report marked as Annexure-
"II".
EXTRACTS OF ANNUAL RETURN
As provided under Section 92(3) of the Act, the extract of the Annual Return in form MGT-9
is annexed herewith as "Annexure-III ".
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The Disclosure pertaining to remuneration and other details as required under the
provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 forms part of
the Directors Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under
section 149(7) of the Companies Act, 2013, that diey meet the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015
BUSINESS RISK MANAGEMENT
Your Company has a structured framework to satisfy that sound policies, procedures and
practices are in place to manage the key risks under risk framework of the company. Major
risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) read with Rule, 5(1) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company, will be provided upon request. In terms of Section 136 of the
Act, the Report and Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees particulars which is available for inspection by
the Members at the Registered Office of the Company during business hours on working days
of the Company up to the date of the ensuing Annual General Meeting.
Particulars of Employees pursuant to section 134(3)(q) of the Companies Act, 2013 read
with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules,2014.
1. None of the employees was employed throughout the financial year, which was in
receipt of remuneration exceeding Rs. 6,000,000/- per annum or more. Therefore,
Rule 5(2)(i) of the captioned Rules is not applicable.
2. None of the employees was employed throughout the financial year, which was in
receipt of remuneration exceeding Rs. 500,000/- per month. Therefore, Rule 5(2)(ii) of the
captioned Rules is not applicable.
3. No employee is a relative of any director or Key Managerial personnel of the
Company.
Therefore, Rule 5(2)(iii) of the captioned Rules is not applicable to any employee.
In accordance with provisions of Section 197 of the Companies Act, 2013 read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the annexure pertaining to the names and other particulars of employees is
available for inspection by Members at the Registered Office of the Company, 21
(Twenty-one) days before and up to Hie date of the ensuing Annual General Meeting during
the business hours on working days. Any Shareholder interested in obtaining a copy of the
said Annexure may write to the Company Secretary & Compliance Officer at the
Registered Office of the Company.
CORPORATE GOVERNANCE
The Company has complied with the corporate governance requirements as stipulated under
Regulation 27(2) of the LODR entered into with the stock exchanges. A separate section on
corporate governance is provided, along with a certificate from the auditor confirming the
compliance of conditions of Corporate Governance as stipulated under Regulation 27(2) of
Hie LODR entered into with the stock exchanges is annexed and forms part of tins report.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS
As required under Regulation 34 of the Listing Regulations with Stock Exchanges, the
Management Discussion And Analysis Report is enclosed as a part of this report.
POLICY ON PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has a policy of zero tolerance for sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Hie Rules there under.
The following is the summary of sexual harassment complaints received and disposed
during the calendar year.
| o No. of complaints received: |
Nil |
| o No. of complaints disposed off: |
Nil |
AUDIT COMMITTEE
The details pertaining to composition of audit committee are included in the Corporate
Governance Report, which forms part of this report. And during the year under review,
there were no instances when recommendation of audit committee was not accepted by the
board.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on directors appointment and remuneration and other matters
provided in Section 178(3) of the Act has been disclosed in the corporate governance
report, which forms part of the directors report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
GENERAL DISCLOSURES
• DISCLOSURE UNDER SECTION 43(a) (ii) OF THE COMPANIES ACT, 2013
The Company has not issued any shares with differential rights and hence no information
as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
• DISCLOSURE UNDER SECTION 54(1) (d) OF THE COMPANIES ACT, 2013
The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1) (d) of the Act read with Rule
8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
• DISCLOSURE UNDER SECTION 62tll fbl OF THE COMPANIES ACT. 2013
The Company has not issued any equity shares under Employees Stock Option Scheme during
the year under review and hence no information as per provisions of Section 62(1) (b) of
the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.
• DISCLOSURE UNDER SECTION 67(34 OF THE COMPANIES ACT. 2013
During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme pursuant to
Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)
Rules, 2014 is furnished.
ACKNOWLEDGEMENT
Your directors wish to place on record their appreciation of the contribution made by
the employees at all levels, to the continued growth and prosperity of your Company.
Your directors also wish to place on record their appreciation of business
constituents, banks and other financial institutions and shareholders of die Company like
SEBI, BSE, NSE, MCX, NSDL, CDSL, HDFC Bank etc. for their continued support for the growth
of the Company.
For and on behalf of the Board
|
|
Samit Ray |
| Mina Devi Agarwal |
Nitesh Poddar |
Whole Time Director |
| Director |
Director |
DIN: 08406285 |
| DIN No. 07370734 |
DIN No. 09673614 |
|
Place: Kolkata
Date: 05/09/2023
+91-9892691696
