Symbiox Investme Director Discussions


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