Commercial Syn Bags Ltd Directors Report.

To,

The Members of,

Commercial Syn Bags Limited

Your Directors take pleasure in presenting the 36th Annual Report along with the audited financial statements for the year ended

31st March,2020.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

• Total revenue for the year was Rs. 19,283.70 Lakhs as compared to Rs. 20,776.28 Lakhs in the previous year, decreased by 7.18%.

• Revenue from operations for the year was Rs.19,097.23 Lakhs as compared to Rs. 20,667.66 Lakhs in the previous year, decreased by 7.60%.

• Profit before tax for the year was Rs. 1443.92 Lakhs as compared to Rs. 1501.25 Lakhs in the previous year, decreased by 3.82%.

• Profit after tax for the year was Rs. 1142.26 Lakhs as compared to Rs. 1129.37 Lakhs in previous year in the previous year, increased by 1.14%

SUMMARISED PROFIT AND LOSS ACCOUNT ( ^ jn Lakhs)

Particulars

Year ended on

31.03.2020 31.03.2019
Revenue from Operations (Net) 19,097.23 20,667.67
Other Income 186.47 108.61
Total Income 19,283.70 20,776.28
Profit before Interest, Depreciation & Tax (EBIDTA) 2,562.93 2,574.13
Less: Interest 428.90 557.40
Less: Depreciation 690.11 615.48
Profit before Tax 1,443.92 1,501.25
Less: (a) Current Tax 247.93 349.54
(b) Deferred Tax 53.73 22.35
Net Profit for the year from continuing operations 1,142.26 1,129.37
Balance of Retained Earnings 4269.64 3185.56
Appropriations:
Add: IND AS Impact 0.00 2.36
Less: Dividend (Final/Interim) 94.54 39.52
Less: Dividend Distribution Tax (DDT) 19.43 8.12
Net Surplus in the statement of Profit and Loss 5297.93 4269.65
Other Comprehensive Income and its movement (15.23) (13.83)
Balance of Other Equity 426.64 426.64
Balance Carried to Balance Sheet 5709.34 4682.46
Paid up Equity Share Capital 11817400 11817400
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) 9.67 9.56

STATE OF THE COMPANYS AFFAIRS& REVIEW OF OPERATIONS

The Company is carrying business of manufacturer, producers, processors, importers, exporters, buyers and sellers of FIBC,

HDPE/PP Tarpaulin, HDPE/PP Woven Sacks/Bags, BOPP Bags, HDPE/PP Fabric, Ground Covers, Pond Liners, Mulch Films, Laminates, Vermi Beds and Flexible Pipes from its Plants located at Pithampur, District Dhar, (M.P.). The company is working in following Segments

Manufacturing Segment and Trading Segment

In addition to that the Company is also having solar, plant power generated from solar power plant is captively consumed. The solar power generation segment is integral part of manufacturing segment.

Further your company has also incorporated its wholly owned subsidiary in the name and style of “Comsyn India Private Limited”on 26thAugust, 2020. However, the said subsidiary is yet to commence business activities.

IMPACT OF COVID-19

In the last month of FY 2019-20, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lockdowns of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees and on minimizing disruption to services for all our customers globally. The outbreak of novel Coronavirus (Covid-19) has impacted the business operations of the company by way of interruption in production activities, supply chain and availability of manpower. The nation vide lockdown was effective from midnight of 24thMarch, 2020. This lockdown was preceded by imposition of Janta Curfew on 22ndMarch, 2020. The Company however resumed partial operation of all the units at Pithampur w.e.f. 28thMarch, 2020 with reduced workforce after getting requisite permission from the MPIDC, Regional Office, Indore after adhering to the all the conditions as imposed in the permission and since then the production and sales have been stabilizing after facing the initial problem related to resume of our operation.

The operation at manufacturing units situated at Pithampur were started with reduced workforce since 28th March, 2020. Administrative office at Pithampur is also working with reduced staff during this pandemic period and with alternate present at the workplace. However, the registered office situated at Indore could not open till 30th May, 2020 and has resumed the work from 1stJune, 2020 with reduced staff. Administrative staff who could not be present at the workplace were working from home (WFH) and there is no remarkable impact of WFH on the companys operation.

The company has a good order book for export and domestic market. So, the company does not envisage any major impact on its operation. However, the cost of operation is increased due to social distancing norms, strict procedure of sanitation and other related overhead expenses. The pandemic has resulted in increase in transport cost of employees and other transportation expenses.

The Plant is operating with complete compliance of all directives related to maintaining of Social Distancing and mandatory to wear face mask and have proper sanitizations.

The impact assessment of Covid-19 is a continuing process given the uncertainties associated with its nature and duration accordingly the impact may be different from that estimated as at the date of approval of these financial results. The company will continue to monitor any material changes to future economic conditions.

Updates on Ongoing Project:

1. Update of new project of Capacity addition by way of expansion of Companys Unit II situated at Plot No. S- 2/1,3/1,3/2,

Sector-I, Pithampur, Dist. Dhar(M.P.)

Pursuant to the approval of Board of Directors of the Company initiated the capacity addition in April, 2020 by way of expansion of the Companys Unit II situated at plot No. S-2/1, 3/1, 3/2, Sector-I, Pithampur, Dist. Dhar (M.P.) by setting up of manufacturing facilities by installation of Multifilament Plant, Lamination Plant, Twisting Machine, Automatic Bag Cutting Machine for manufacturing of Small Bags, Tarpaulin, FIBC Bags, Multifilament Thread, The Company have successfully installed the above said machine but due to the pandemic COVID-19, unable to start the trial run and commercial production by 1st April, 2020, however it is expected to commence commercial production by September, 2020. Trial run of the project is in process.

CREDIT RATING:

ICRA Limited vide their letter number D/RAT/2019-20/C-215/1 dated 24th February, 2020 have assigned the following ratings to the bank loan facilities of Rs. 86 Crores availed by the Company:

Total Bank Loan Facilities Rated Rs.86 Crore (Rs.Eighty Six Crores)
Long Term Rating ICRA BBB+/Stable
Short-Term Rating ICRA A2

DIVIDEND

Your Board of directors pleased to recommend a dividend @ 15% (Rs.1.50 per equity shares of Rs. 10/- each on 1,18,17,400 Equity Shares) for the Financial Year 2019-20 aggregating to Rs.177.26 Lakhs (Previous year @ 8% (Re.0.80 per equity shares of Re. 10/- each on 1,18,17,400 Equity Shares).

Any Member of the company who wishes to relinquish their dividend rights in the participate in the final dividend @ 15% (Rs.1.50) per share are requested to fill up the form as available on the website of the company www.comsyn.com and send it to the Company Secretary of the company by way of email at cs@comsyn.com /investors@comsyn.com or investor@bigshareonline.com or by the Registered Post or by hand as the case may be.

The aforesaid final dividend if any approved by the members shall be payable to those members whose names appears in the records (subject to the consideration of the request for relinquishment of the rights for participate in the final dividend if any) of the depositories as on the cut off date 22nd Sept., 2020.

Pursuant to Finance Act, 2020, dividend, if any, declared by the Company will be taxable in the hands of shareholders w.e.f. 1st April, 2020 and the Company shall be required to deduct tax at source from dividend paid to shareholders at the prescribed rates as notified by the Finance Act, 2020.

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) ofthe Companies Act, 2013:

a. that in the preparation of the annual accounts for the year ended 31st March, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently. Judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at 31st March, 2020.

c. that they have taken proper and sufficient care 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. that they have prepared the Annual Accounts on a going concern basis;

e. that they have laid down internal financial controls for the company and such internal financial controls were adequate and were operating effectively.

f. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and such system are adequate and operating effectively.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31st March,2020 was Rs. 1181.74 Lakhs divided into 1,18,17,400 equity shares of Rs. 10/- each. During the year under review the Company has not issued equity shares or shares with differential voting rights or granted stock options or sweat equity.

TRANSFER TO 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. (Previous year Nil)

FINANCE

Cash and cash equivalent of the Company as at 31st March,2020 is Rs. 448.78 Lakhs (Previous year Rs. 336.96 Lakhs). Your Company continues to focus on management of its working capital. 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 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st March, 2020. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

Interim dividend for the Financial Year 2019-20
1. Details of Deposits accepted during the year Nil
2. Deposits remaining unpaid or unclaimed at the end of the year Nil
3. Default in repayment of deposits N.A.
At the beginning of the year
Maximum during the year
At the end of the year
4. Deposits not in compliance with law N.A.
5. NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed N.A.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any investment or provided any loan and guarantees pursuant to section 186 of the Companies Act, 2013. CSR INITIATIVES

In view of the profits of the company, your Company was required to undertake “Corporate Social Responsibility (CSR) activities during the year 2019-20 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 the plant at every level. With regard to contractor safety, two key areas of focus were identified, namely Facility Management for the contractors employees and Equipment, Tools & Material Management. 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. The Equipment, Tools & Material Management Program ensured that the tools used by 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 ofthe following:

• Smt. Ranjana Choudhary : Chairperson
• Ms. Harsha Mankar : Member
• Ms. Palak Jaiswal : Member

The committee was reconstituted w.e.f. 29th June, 2020 and Ms. Harsha Mankar has replaced Ms. Neha Singh w.e.f. 29th June, 2020 as decided by board. Statement showing the number of complaints filed during the financial year and the number of complaints pending as on the end ofthe financial year is shown as under: -

Category No. of complaints pending at the beginning of F.Y. 2019-20 No. of complaints filed Field during the F.Y. 2019-20 No. of complaints disposed off during the F.Y. 2019-20 No. of complaints Pending as at the end of F.Y. 2019-20
Sexual Harassment Nil Nil Nil Nil

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

RISK MANAGEMENT POLICY AND INTERNAL CONTROLADEQUACY

The Company is operating in manufacturing and trading of FIBC, HDPE/PP Tarpaulin, HDPE/PP Woven Sacks/Bags, BOPP Bags, HDPE/PP Fabric, Ground Covers, Pond Liners, Mulch Films, Laminates, Vermi Beds and Flexible Pipes. The major risks factors involved in the manufacturing and trading process is 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 process 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 ofthe company also affect the business operations ofthe 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 instance 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.(http://www.comsyn.com/wp-content/uploads/2017/10/CSBL_Vigil-Mechanism-Whistle- Blower-Policy.pdf)

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE OF THE COMPANY

As on the close of the Financial Year, The Company does not have any subsidiary, associate or joint venture during the financial year 2019-20 as well as at the beginning or closing of the financial year therefore the financial statement is prepared on standalone basis and the requirement for disclosure in the Form AOC-1 is not applicable.

However, the Company is an associate of Super Sack Pvt. Ltd. which is holding 34,41,793 (excluding 24,563 shares kept in the Pool Account of the Depository) equity shares representing 29.12% as on 31st March, 2020of total paid up equity share capital of the Company and categorized under the promoter group. Thus, Super Sack Pvt. Ltd. is holding total 34,66,356 (29.33%) shares of the Company as on 31stMarch,2020.

Further, after the closing of the financial year, the Company has incorporated a Wholly Owned Subsidiary in the name of COMSYN INDIA PRIVATE LIMITED on 26th August, 2020 to manufacture all types of Woven Sacks, FIBC Bags, Jumbo Bags, Big Bags, Bulk Bags, Non-Woven Bags, Leno Bags, Fabric, Plastic Tarpauline, Pond Liners, Mulch Films, Vermi beds, Flexible Pipes, Geo membrane and all types of flexible and other packaging material made up of Polymers and Plastic Granules or any other material which is required for packing grains, seeds, fertilizers, chemicals or any other article or product on retail as well as wholesale basis in India or elsewhere. The Subsidiary Company yet to commence business activities.

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 directors. The Chairman of the Board is also Promoter and Managing Director. 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 directors in the Board out of them the following directors are independent directors:

1. Mr. Hitesh Mehta

2. Mr. Milind Mahajan

3. Mr. Chintan Pushpraj Singhvi

As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years, who shall be eligible for re-appointment for a second term by passing of a special resolution by the Company 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. The Board 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 2019-20 and All the Independent Directors have also registered themselves with Independent Directors Data bank.

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 as amended from time to time; 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 judgement and without any external influence and that he/she is independent ofthe management.

Directors seeking re-appointment in the ensuing General Meeting:

Upon the recommendation of the Nomination and Remuneration Committee, your Board of Directors has recommended to reappoint the following directors by passing Special resolution in the ensuing Annual General Meeting to be held on 29thSept., 2020:

1) Re-appointment of Shri Chintan Pushpraj Singhvi (DIN 07334755) as an Independent Directors for a second term of 5

(Five) Consecutive Years w.e.f. 30th Nov., 2020 not liable to retire by rotation;

2) Re-appointment of Shri Anil Choudhary (DIN 00017913) as the Chairman and Managing Director of the company for a period of 5 years w.e.f. 20th Feb., 2021;

3) Re-appointment of Shri Virendra Singh Pamecha (DIN 07456367) as the Whole-time Director of the company for a period of 5 years w.e.f. 26th March, 2021.

Directors liable to retire by rotation seeking re-appointment:

Shri Anil Choudhary, (DIN 00017913), the Chairman and Managing Director is liable to retire by rotation at the ensuing annual general meeting and being eligible offers himself for re-appointment. Your directors recommend to pass necessary resolution as proposed in the Item No. 3 ofnotice ofthe Annual General Meeting.

Executive Directors and Key Managerial Personnel and their changes

Shri Anil Choudhary, Chairman & Managing Director, Smt Ranjana Choudhary and Shri Virendra Singh Pamecha, Whole-time

Directors, Shri Ravindra Choudhary, CEO, Shri Abhishek Jain, CFO and CS Sandeep Patel, Company Secretary & Compliance Officer, have been categorized as Key Managerial Personnel within the meaning of section 203 of the Companies Act, 2013.

There was no change in the composition of Directors during the Financial Year 2019-20, however, except the following Key Managerial Personnel (KMP) after the closure of Financial Year:

1. CS Anamika Gupta, Company Secretary & Compliance Officer has resigned w.e.f. 15th July 2020.

2. CS Sandeep Patel, was appointed as Company Secretary & Compliance Officer w.e.f. 16th July, 2020.

Meetings of the Board

The Board meets at regular intervals to discuss and decide 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 ofthe meeting. However, in case of urgent business needs, notice & 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 5 (Five)times in the Financial Year 2019-20 viz.,20thMay, 2019; 22nd August, 2019; 13th September, 2019;13th November, 2019; 1stFebruary, 2020.The maximum interval between any two meetings did not exceed 120 days.

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 13th November, 2019 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, independence of a Director and other matters provided under section 178(3), is uploaded on companys website -(http://comsyn.com/wp-content/uploads/2018/08/Revised NOMINATION-AND-REMUNERATION-POLICY-2-1.pdf)

Annual evaluation by the Board

The evaluation framework for assessing the performance of directors comprises ofthe following key areas:

i. Attendance of Board Meetings and Board Committee Meetings.

ii. Quality of contribution to Board deliberations.

iii. Strategic perspectives or inputs regarding future growth 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);

(e) Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year 2019-20 were on Arms Length Basis and were in the Ordinary Course of business. There are certain material related party transactions after taking prior approval of members in the Annual General Meeting held on 18thSept., 2019 with certain persons and the company is enclosing Form AOC-2 as “Annexure C”in this Board Report.

All Related Party Transactions were approved by the Audit Committee on omnibus basis or otherwise and also by the Board. The Company has Related Party Transactions Policy, Standard Operating Procedures for purpose of identification and monitoring of such transactions.

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

M/s Avinash Agrawal & Co., Chartered Accountants, (ICAI Firm Registration No. 022666C), the Statutory Auditors were appointed for a term of consecutive 5 (Five) years at 35th Annual 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 at such remuneration as may be approved by the Audit Committee and Board of Directors of the company as per the provisions of section 139 of the Companies Act, 2013, As required under 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.

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.

The Auditors Reports and the Notes on financial statements for the year 2019-20 referred to in the Auditors Report are selfexplanatory does not contain any qualifications, reservation or adverse remark and do not call for any further comments.

Secretarial Auditors

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. I2014MP1139600; FCS 9978; CP 13032)to undertake the Secretarial Audit for the year, 2019-20. The Report of the Secretarial Auditors in the Form MR-3 is annexed herewith as “Annexure D”of this report. 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, except that:

1) Some forms were filed by the Company after the prescribed time along with the adequate additional filing fee and this has reported as compliance by reference of payment of additional fees;

Management Comments: There was delay in filing of the particulars some forms with ROC due to technical reasons and company has already complied with the same and has filed those Forms and paid additional filing fee as prescribed. Therefore, there is no default as such and same has been considered as compliance under the relevant provisions of the Companies Act, 2013.

2) Presently, about Rs. 54.08 Lakhs is the Un-spent amount as at 31st March, 2020 towards Corporate Social Responsibility by the company as required under section 135 ofthe Act.

Management Comments: Company could not spend the remaining balance amount as the Company was in the process of identification of the suitable implementing agencies and are of activities for proper utilization of the CSR amount. Company is fully committed and dedicated towards its CSR. The company will endeavor to spend the unspent amount in the next financial years.

3) Pravi Investments LLP a person acting in concert with Super Sack Pvt. Ltd. (One of the Promoter of the company) has acquired 3,28,929 equity shares of Rs.10/- each about 2.77% and Super Sack Pvt. Ltd. (being the promoter) has also acquired 2,02,356 equity shares of Rs.10/- about 1.20%ofthe total paid up share capital of the Company during the year 2019-20 without complying with the Regulation 5 of SEBI (PIT) Regulations, 2015 relating to submission of Trading Plans and matters related there to.However, pre clearance approval was given by the compliance Officer under SEBI (PIT) Regulations, 2015.

Management Comments: Pravi Investment LLP and Super Sack Pvt Ltd has acquired shares in the year 2019-20 as a long term investment and they are not involved in any trading activities in the shares of the company. Therefore, they are not required to submit Trading Plan to the Company and Stock Exchange and they have complied with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 relating to the Trading Plan.

The Board of Directors at their Meeting held on 29thJune,2020, have re-appointed M/s Ishan Jain & Co., Practicing Company Secretaries to undertake the Secretarial Audit for Financial Year 2020-21.

Cost Auditors

Your Company is not required to appoint a Cost Auditor for the year 2019-20. As per rule 4(2) of Companies (Cost Records and Audit) Rules, 2014 every company specified in item (B) of rule 3 shall get its cost records audited in accordance with these rules if the overall annual turnover of the company from all its products and services during the immediately preceding financial year is rupees one hundred crore or more and the aggregate turnover of the individual product or products or service or services for which cost records are required to be maintained under rule 3 is rupees thirty five crore or more. Since, it does it does not met the threshold limit of aggregate turnover of the individual products for which cost records are required to be maintained under rule 3, therefore the company is not required to appoint Cost Auditor.

DISCLOSURE FOR FRAUDS REPORTED BY THE AUDITORS

As per the provisions of section 134(3) of the Companies Act, 2013 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.(http://www.comsyn.com/wp-content/uploads/2017/10/CSBL_Code-of-Conduct-for-BODKMPs-Senior- Management.pdf )

CONSOLIDATED FINANCIAL STATEMENTS

Since the company is not having any subsidiary, associates or joint venture, therefore, the requirement for Consolidated Financial Statements in accordance with relevant Accounting Standards (AS) is not applicable to the Company during the year 2019-20.

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 E”.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

The outbreak of the novel corona virus pandemic (Covid-19) is causing significant discrepancies in economic activities, the impact of which has been discussed in Review of Operations which forms part of this Annual Report. Further, your company has promoted a wholly owned subsidiary in the name and style of “Comsyn India Private Limited” which was incorporated on 26thAug., 2020. The Business of the subsidiary is yet to be commenced till date of signing of this report. Except the above no material changes and commitments affecting the financial position of the Company occurred during the Financial Year to which this financial statements relate and the date of report.

EXTRACT OFANNUAL RETURN

Pursuant to the notification issued by the Ministry of Corporate Affairs on 28th Aug., 2020 related to disclosure of the Weblink of website where Form MGT-9 is placed and further the amendment made in Rule 12(1) Companies (Management and Administration)Rules, 2014 on dated 28th August, 2020 by insertion of the Provision related to disclosure of MGT-9 in Board Report and on Website. Since, the company has already placed Form MGT-9 on the website of the company at the following link http://comsyn.com/wp-content/uploads/2020/09/Extract-of-Annual-Return-Form-MGT-9-2019-20.pdf. Therefore, the company is not enclosing Form MGT-9 with this Report.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE 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 F.

During the year, none of the 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 of the provisions of the Companies Act, 2013.

INDUSTRIAL RELATIONS

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

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.

Further the company has formulated new policy for Procedure of inquiry in case of leak of unpublished price sensitive information or suspected leak of unpublished price sensitive information“("UPSI") framed under Regulation 9A(5) of SEBI (PIT) (Amendment) Regulations, 2018).

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 www.comsyn.com.

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

Your Company is providing E-voting facility including remote e-voting and e-voting at AGM under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The details regarding e- voting facility including remote e-voting and e-voting at AGM is being given with the notice of the Meeting.

Further, In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated 8thApril, 2020, Circular No.17/2020 dated 13thApril, 2020 issued by the Ministry of Corporate Affairs (MCA) followed by Circular No. 20/2020 dated 5thMay, 2020, physical attendance of the Members to the AGM venue is not required and Annual General Meeting (AGM) is to be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Hence, Members are requested to attend and participate in the ensuing AGM through VC/OAVM only.

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.

ACKNOWLEDGEMENTS

Your Directors thanks the various Central and State Government Departments, Organizations and Agencies 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 : 2nd September, 2020 Anil Choudhary
Chairman & Managing Director
DIN : 00017913