Accord Synergy Ltd Directors Report.

Your Directors have pleasure in presenting the 05th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March 2019.

1. Financial Results:

[Rupees in Lacs]

2018-19 2017-18
Revenue from Operations 7753.99 5580.55
Other Income 20.29 6.56
Total Revenue 7774.28 5587.11
Less: Expenses before Interest and Depreciation
Less: (a) Interest 128.49 107.60
(b) Depreciation 112.43 95.82
Other Expenses 7078.95 5045.12
Profit before Tax & Extra Ordinary Items 454.41 338.56
Less : Prior period expenses - -
Less: Prior years Income Tax Adjustment 3.25 7.90
Profit Before Tax 451.16 330.66
Less: Tax Expenses
Current Tax 141.50 100.00
Deferred T ax (24.29) 15.57
Profit after Tax 333.95 215.09
EPS 9.62 6.69

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. 7753.99 lacs compared to Rs. 5580.55 lacs for the previous year. The other income is Rs. 20.29 lacs compared to Rs. 6.56 lacs in the previous year.

4. MATERIAL CHANGES:

There is no material changes occurred in the business of the Company during the year.

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

(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 Tems 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 during the year Nil
Foreign Exchange outgo during the year in terms of actual outflows 23,06,578

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.

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 there under 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, Smt. Roli Betulla Khan (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 re-appointment.

Further, Ms. Swati Thakrel resigned from post of Company Secretary w.e.f. 23rd July, 2018 and Mr. Dharmesh Vankar has been appointed as Company Secretary of the Company w.e.f. 24th July, 2018.

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. Betullakhan Ashdullakhan Pathan, Managing Director

2. Mrs. Roli Betulla Khan, Whole Time Director

3. Ms. Ritu Chaudhari Negi, Whole Time Director

4. Mr. Dharmesh Vankar, Company Secretary

> BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried the evaluation of its own performance, individual Directors, its Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended 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 Directors expressed 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 Independent Directors 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 6 (Six) Board Meetings and were convened and held on 30/05/2018, 23/07/2018, 31/08/2018, 14/11/2018, 13/02/2019 & 14/0/2019. 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 6/6
Mr. Asdullakhan Pathan Chairman & NonExecutive Director 6/6
Ms. Ritu Chaudhari Negi Whole-time Director 2/6
Mrs. Roli Betulla Khan Whole-time Director 6/6
Mr. Rajnikant P. Mandavia Independent

Director

6/6
Mr. Tushar Arvind Shah Independent

Director

6/6

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 3 (three) times on 30/05/2018, 31/08/2018 & 1411/2018. 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 3/3
Mr. Rajnikant P. Mandavia Independent Director Member 3/3
Mrs. Roli B. Khan Whole-Time Director Member 3/3

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 23/07/2018 & 14/11/2018.

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 23.07.2018 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 the financial 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 extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure-III and the same is attached to this Report.

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 appointed as the statutory auditors of the Com pany at the first Annual General Meeting of the Company to hold office till fifth Annual General Meeting to be held in the year 2020. 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.

> SECRETARIAL AUDIT:

M/s. Kshyap Shah & Co., Practicing Company Secretaries, was appointed as Secretarial Auditors of the Company for the financial year 2018-19 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.

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 has 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 Company as notified by Securities and Exchange Board of India vide notification No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September, 2015.

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 with reference to remuneration of employees in excess of the limits prescribed is not applicable because there is no employee drawing such salary.

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 your Company falls under Non-regulated sectors and hence, cost audit is not applicable to the Company for the Financial Year 2018-19.

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.

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. 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: 26th August, 2019
Chairman
Asdullakhan Pathan
DIN - 0195438