To,
The Members of,
Commercial Syn Bags Limited
Your directors take pleasure is presenting the 41st Annual Report
alongwith the Audited Standalone and Consolidated Financial
Statements for the year ended 31st March, 2025.
HIGHLIGHTS OF FINANCIAL PERFORMANCE ON STANDALONE BASIS
Total Income for the year was Rs.34,560.39 Lakhs as compared to
Rs.28,875.73 Lakhs in the previous year.
Revenue from operations for the year was Rs. 34,161.10 Lakhs as
compared to Rs.28,555.64 Lakhs in the previous year.
Profit before tax for the year was Rs.1,758.67 Lakhs as compared to
Rs.988.15 Lakhs in the previous year.
Profit after tax for the year was Rs.1,389.78 Lakhs as compared to Rs.
724.61 Lakhs in previous year.
SUMMARISED PROFIT AND LOSS STATEMENT
(Rs. In Lakhs except EPS)
| Particulars |
STANDALONE |
CONSOLIDATED |
|
31.03.2025 |
31.03.2024 |
31.03.2025 |
31.03.2024 |
| Revenue from Operations (Net) |
34,161.10 |
28,555.64 |
34,781.95 |
28,843.47 |
| Other Income |
399.29 |
320.09 |
402.87 |
334.08 |
| Total Income |
34,560.39 |
28,875.73 |
35,184.82 |
29,177.55 |
| Profit before Interest, Depreciation & Tax (EBIDTA) |
3,416.29 |
2,634.16 |
3959.13 |
3,007.72 |
| Less: Interest |
876.16 |
680.37 |
936.05 |
840.85 |
| Less: Depreciation |
781.46 |
965.64 |
881.77 |
1,093.25 |
| Profit before Tax |
1,758.67 |
988.15 |
2,141.31 |
1,073.62 |
| Less: (a) Current Tax |
311.88 |
163.28 |
368.67 |
190.72 |
| (b) PY Taxation Adjustment |
14.40 |
0.00 |
18.40 |
0.00 |
| (c) Deferred Tax |
42.16 |
100.26 |
42.17 |
97.08 |
| Net Profit for the Year |
1389.74 |
724.61 |
1,712.07 |
785.82 |
| EPS (Equity Shares of Rs. 10/- each) |
3.48 |
1.81 |
4.29 |
1.97 |
| Basic & Diluted |
|
|
|
|
COMPANY'S AFFAIRS& REVIEW OF OPERATIONS
Your company is carrying business of manufacturer, producers,
processors, importers, exporters, buyers and sellers of FIBC, HDPE/PP Bags, HDPE/PP
Fabric, Tarpaulin, Ground Cover, Pond Liners, Mulch Films, Laminates, Vermi Beds, Flexible
Pipes, Geotextiles, Ground Cover, Nets and other technical textiles products. from its
various Plants located at Pithampur, District Dhar,
(M.P). Your company is also having Solar Power Plant at Sitamau,
District Mandsaur (M.P.) for its captive consumption. The company is working in 2 (Two)
Segments i.e., Manufacturing Segment and Trading Segment.
Alteration in the Memorandum of Association:
(1) Members of the company at their 1/2024-25 Extra-Ordinary General
Meeting held on 10th January, 2025 altered the Clause V related to Capital Clause for
increasing the Authorised Share Capital from Rs. 4000.00 Lakhs to Rs. 4250.00 Lakhs by
creation of 25.00 Lakhs equity shares of Rs. 10/- each;
(2) Members of the company at their 1/2025-26 Extra Ordinary General
Meeting held on 14th July, 2025 have altered in the Clause III(B) of Memorandum of
Association related to the Ancillary Objects to the attainment of the Main Objects which
is related to the generation and utilization of solar energy, primarily for captive
consumption or otherwise. The company has complied with all the provisions as required for
alteration of the object clause and the Registrar of Companies CRC has also issued
Certificate for change in Object with this regard on 4th August, 2025.
Altered copy of the Memorandum of Association is available on the
website of the company.
Alteration in the Articles of Association:
Company has received a communication from Madhya Pradesh Power
Transmission Company Limited (MPPTCL), Jabalpur, regarding certain new requirements to be
incorporated in the Articles of Association (AOA) of all Captive User Companies operating
in the State of Madhya Pradesh such as incorporation of specific definitions relating to
Power Purchase Agreement (PPA), Wheeling Agreement (WA), and Projects in the
Interpretation Clause (Article 2) and the company has altered the Articles of Association
of the company by taking approval of members in the Extra-Ordinary General Meeting held on
14th July, 2025 in order to ensure compliance with the regulatory framework applicable to
captive power consumption and its associated benefits.
Altered copy of the Articles of Association is available on the website
of the company.
CREDIT RATING
ICRA Limited has revised our credit rating dated 8th October, 2024 for
Rs.141.00 crore Bank Lines availed by the Company. The comparative analysis of the credit
rating of the company is as follows
| Total Bank Loan Facilities Rated |
Rs.141.00 Crores (Rs. One Hundred
Forty-One Crores) |
| Long Term Term Loan |
ICRA [BBB/Stable] |
| Short-Term - Non-Fund-based Working Capital limits |
ICRA [A3+] |
DIVIDEND
Your Board of directors are pleased to recommend a dividend Rs.0.40 per
equity shares of Rs. 10/- [@ 4%] each on the 3,99,52,200 Equity Shares) for the Financial
Year 2024-25 aggregating to Rs.159.81 Lakhs (Previous year: Rs. Nil).
Any Member of the company who wishes to relinquish their dividend
rights to participate in the final dividend Rs.0.40 (@ 4%) 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 subject to the approval by the members
and 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., 2025.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of the knowledge and belief and according to the
information and explanations obtained by them, your Directors confirms the following
statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. In the preparation of the annual financial statements for the year
ended March 31, 2025, the applicable accounting standards have been followed;
b. Appropriate accounting policies have been selected, applied
consistently and judgment and estimates have been made that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the company as at March 31,
2025 and of the profit of the company for the year ended on that date; c. Proper and
sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other irregularities;
d. The annual financial statements have been prepared on a going
concern basis;
e. Proper internal financial controls were in place and the financial
controls were adequate and operating effectively; and
f. Proper systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
CAPITAL STRUCTURE AND LISTING OF SHARES AT STOCK EXCHANGES
The Authorized Equity Share Capital of the Company as on 31st March
2025 was Rs. 4,250.00 Lakhs divided into 425.00 Lakhs equity shares of Rs. 10/- each. The
paid-up Equity Share Capital of the Company as on 31st March,2025 was Rs.3995.22 Lakhs
divided into 39.9522 Lakhs Equity shares of Rs.10/- each and the entire equity shares of
the company are listed and frequently traded on the Main Board of BSE Ltd. and National
Stock Exchange of India Ltd. The Company has paid the Annual Listing Fees to BSE Ltd and
NSE Ltd for the year 2025-26 and the Custodian fee to the CDSL and NSDL for the financial
year 2025-26 on time.
Change in Capital Structure and issuance of Warrants:-
1) During the period under review, The members of the company at their
1/2024-25 Extra-Ordinary General Meeting held on 10th January, 2025 has passed the
resolutions related to increase in Authorized Share Capital of the company from Rs.
4000.00 Lakhs to Rs. 4250.00 Lakhs by creation of 25.00 Lakhs equity shares of Rs. 10/-
each.
2) The company has issued 20,00,000 convertible warrants of Rs.72/-
convertible into 20,00,000 equity shares of Rs. 10/- each at a premium of Rs.62/- per
share within a period 18 (Eighteen) months from the date of issue of such warrants at the
option of the warrant holder to the Promotor and Promoter group at the Board meeting held
on 20th March, 2025 through preferential issue under the Companies Act, 2013 read with
Companies (Share Capital and Debentures) Rules, 2014 made thereunder and as per SEBI
(ICDR) Regulations, 2018, as amended from time to time for which the in-principle approval
was also obtained by the company from BSE Ltd. and National Stock Exchange of India Ltd.
CHANGES IN RESERVES
During the period under review, the company has not transferred any
amount to the general reserves or any other reserves.
FINANCE
Cash and cash equivalent of the Company as at 31st March, 2025 is
Rs.161.50 Lakhs (Previous year Rs.44.72 Lakhs). Your Company continues to focus on
management of its working capital. Further, receivables, inventories and other working
capital parameters are kept under continuous monitoring. Your company has availed the
various credit facilities from the Bankers of the Company for short term and long-term
financial requirements from time to time.
DEPOSITS
Your Company has not accepted deposits from the public falling within
the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31stMarch,2025.
Further, the Company has not accepted any deposit or loans in contravention of the
provisions of Chapter V of the Companies Act, 2013 and the Rules made there under.
| S.No. |
Particulars |
Amt in Rs. |
| 1. |
Details of Deposits accepted during the year |
Nil |
| 2. |
Deposits remaining unpaid or unclaimed at the end of the year |
Nil |
| 3. |
Default in repayment of deposits At the beginning of the year
Maximum during the year |
|
|
At the end of the year |
N.A. |
| 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. |
There are no deposit which are not in compliance with the requirements
of Chapter V of the Companies Act, 2013 and there rules made thereunder.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has made an investment and provided loans and guarantees to
Body Corporate (including Wholly-Owned Subsidiary) which is within the limit as prescribed
under the provisions section 186 of the Companies Act, 2013. Details of the Loans and
investment made by the company in other Body Corporate including subsidiary and the
Associate Company which has been given in the financial statements attached with the Board
Report.
CSR INITIATIVES
In view of the profits, your Company is required to undertake
"Corporate Social Responsibility" (CSR) activities during the year 2024-25 as
required under the provisions of section 135 of the Companies Act, 2013 and the rules made
there under. As part of its initiatives under CSR, the Company has carried various
activities, which are in accordance with CSR Policy of the Company read with the Schedule
VII of the Companies Act, 2013.The Annual Report on CSR activities is annexed herewith as "Annexure
A".
OCCUPATIONAL HEALTH & SAFETY (OH&S)
This initiative involved positive engagement of personnel on plant at
every level.With regard to contractor safety, the two key focus areas identified were:
Facility Management for the contractors' employees
The Facility Management initiative was implemented to ensure adequate
welfare facilities for contract labor such as washrooms with bathing facilities, rest
rooms, availability of drinking water etc.
Equipment, Tools & Material Management.
The Equipment, Tools & Material Management program ensured that the
tools used by the contractors were safe. The process of screening of contractors was made
more stringent to ensure that the contractors were aligned with the Company's
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.
Statement showing the number of complaints filed during the financial
year and the number of complaints pending as on the end of the financial year is shown as
under:-
| Category |
No. of complaints pendi ng at the
beginning of F.Y. 2024-25 |
No. of complaints filed during the F.Y.
2024-25 |
No. of complaints disposed off during the
F.Y. 2024-25 |
No. of complaints pending as at the end
of F.Y. 2024-25 |
Total number of Complaints pending for
more than 90 days |
| Sexual Harassment |
Nil |
Nil |
Nil |
Nil |
0 |
Since, no complaint is received during the year which is appreciable as
the management of the company endeavor to provide safe environment for the female
employees of the company.
COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT
1961:
Your Company always protect the employment of women and ensure their
well-being during and after childbirth. During the period under review, there was no case
of maternity benefit.
The Company affirms that it adheres to the provisions of the Maternity
Benefit Act, 1961, and is committed to ensuring compliance with all applicable statutory
requirements related to maternity benefits, including maternity leave, benefits during the
period of absence, and protection of employment. The Company remains dedicated to
providing a safe, inclusive, and supportive work environment for all its employees.
RISK MANAGEMENT POLICY AND INTERNAL CONTROL
The Company operates in manufacturing and trading of FIBC, Bulk Bags,
Poly Tarpaulin, Woven Sacks/Bags, Box Bags, PP/HDPE Fabric, Liner and Flexible Packaging
etc. The major risks factors involved in the manufacturing and trading process are
constantly maintaining high quality standards, fluctuations in the price of raw materials,
risks from international competitors, fluctuations in currency rates, etc. Other than
this, the Government Policy, local area authority, Taxation Policy may adversely affect
the profitability of the Company subject to various processes and clearance etc. as may be
decided by the concerning State Government. Further, general market conditions relating to
the demand, supply, and price relating to the products of the company also affect the
business operations of the Company.
INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The Company has appointed Internal Auditors and
the scope and authority of the Internal Audit (IA) function is defined in the procedure
and appointment letter. To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee of the Board.
Based on the report of internal audit and process, the company
undertakes corrective action in their respective areas and thereby strengthens the
controls. Significant audit observations and corrective actions thereon, if any, are
presented to the Audit Committee of the Board.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Vigil Mechanism/Whistle Blower
Policy to deal with instances of fraud and mismanagement, if any. The details of the Vigil
Mechanism Policy are annexed to the Board Report as "Annexure B" and are
also posted on the website of the
Companyhttps://comsyn.com/wp-content/uploads/2021/12/Vigil-Mechanism-Whistle-Blower-Policy.pdf
HOLDING, SUBSIDIARY AND ASSOCIATE COMPANY
As on the closure of the financial year, following are Subsidiary as an
Associate of your companies:-
| Name of the Company |
Status |
% age of Holding |
| Comsyn India Private Limited |
Wholly Owned Subsidiary |
100.00% |
| Smartlift Bulk Packaging Limited |
Associate Concern/Company |
49.00% |
Report on performance of the Associate and Wholly Owned Subsidiary
Company
Pursuant to the provisions of Section 129 of the Companies Act, 2013,
read with Rule 5 of the Companies (Accounts) Rules, 2014,
your company is attaching Form AOC-1 is annexed herewith as "Annexure-C"
and forms part of this report.
BOARD OF DIRECTORS, THEIR MEETINGS & KMPS
Constitution of the Board
The Board of directors are comprising of total 6 (Six)
Directors, which includes 3 (Three) Independent and 1 (One) Women director.
The Chairman of the Board is a Promoter and Managing Director of the Company. The Board
members are highly qualified with the varied experience in the relevant field of the
business activities of the Company, which plays significant roles in the business policy
and decision-making process and provide guidance to the executive management to discharge
their functions effectively.
Board Independence
Our definition of ‘Independence' of Directors or Regulation
is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and section 149(6) of the
Companies Act, 2013. The Company is having total 6 (Six) Directors in the Board out of
them the following 3
(Three) directors are Independent Directors. During the period
under review the status of Independent Directors were as follows:
1. Shri Hitesh Mehta (DIN: 00427646) ceased w.e.f. 19th June, 2025
2. Shri Milind Mahajan (DIN:00155762)
3. Shri Vijay Kumar Bansal (DIN:09002441)
4. Shri Sunil Agrawal (DIN:11160031) w.e.f. 19th June, 2025
The Independent Directors were appointed for a term of 5 (Five)
consecutive years and shall not be liable to retire by rotation.
Statement regarding opinion of the Board with regard to integrity,
expertise and experience (including the proficiency) of the
independent directors appointed during the year
The company has not appointed/re-appointed any Independent Director
during the period under review. Board is of the opinion that all the existing Independent
Directors in the Board of directors are having integrity, expertise (including
proficiency) and are registered as an Independent Director under the director database
maintained by IICA.
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, 2013and the SEBI (LODR) Regulations, 2015. Your Board
of directors is of the opinion that all the Independent Directors fulfill the criteria as
laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the
year 2024-25.
The Independent Directors have complied with the Code for Independent
Directors as prescribed in Schedule IV to the Act. Further as per the provisions of
Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 the directors are not aware of
any circumstance or situation, which exits or may be reasonable anticipated that could
impair or impact his ability to discharge his duties with an objective independent
judgment and without any external influence and that they are independent of the
management.
Director is liable to retire by rotation seeking re-appointment:
Smt. Ranjana Choudhary (DIN:03349699) the Whole-time Director of the
Company is liable to retire by rotation at the ensuing Annual General Meeting and, being
eligible offers herself for re-appointment. Your directors recommend passing necessary
resolution as set out in notice of Annual General Meeting.
Director seeking re-appointment in the ensuing Annual General Meeting:
1) On the recommendation of the Nomination and Remuneration Committee,
your Board of directors proposed to re-appoint Shri Virendra Singh Pamecha (DIN: 07456367)
as the Whole-time Director of the company for the further period of 3 (Three) years w.e.f.
26th March, 2026;
2) On the recommendation of the Nomination and Remuneration Committee,
your Board of directors proposed to re-appoint Shri Vijay Kumar Bansal (DIN: 09002441) as
the Director under the category of Non-Executive Independent Director for the second and
final term of 5 (Five) consecutive year w.e.f. 14th February, 2026 as a director not
liable to retire by rotation.
Executive Directors and Key Managerial Personnel and their changes
Shri Anil Choudhary, Chairman & Managing Director, Smt. Ranjana
Choudhary, and Shri Virendra Singh Pamecha, are Whole-time Directors and Shri Ravindra
Choudhary, CEO, Shri Abhishek Jain, CFO & Compliance Officer and Shri Sandeep Patel,
Company Secretary are the Key Managerial Personnel within the meaning of section 203 of
the Companies Act, 2013.
During the reporting period, there were following changes in the
Directors and Key Managerial Personnel.
1. Cessation of Ms. Pooja Choukse as Company secretary & Compliance
Officer with effect from 10th September, 2024;
2. Change in designation of Shri Abhishek Jain from CFO to CFO &
Compliance Officer of the company;
3. Appointment of Shri Sandeep Patel as Company Secretary with effect
from 15th February, 2025.
Changes in the Board of Directors after closure of the Financial year:
1. Shri Sunil Agrawal (DIN: 11160031) was appointed as an Additional
Director in category of the Non-Executive Independent Director by the Board on 19th June,
2025 for first term of 5 (five) consecutive years and was confirmed by the shareholders in
1/2025-26 Extra-Ordinary General Meeting held on 14th July, 2025.
A Statement regarding opinion of the Board with regard to integrity,
expertise and experience including the proficiency of the
Shri Sunil Agrawal (DIN: 11160031) appointed.
The Board is of the opinion that, Shri Sunil Agrawal, is a seasoned
professional and Fellow Member of the Institute of Chartered Accountants of India, with
over 28 years of experience in the field of audit, taxation, corporate advisory, and
management consultancy and is having integrity, expertise and relevant experience to be
appointed as the Independent Director of the company.
2. Cessation of Shri Hitesh Mehta as Independent Director due to
completion of full and final second term of his appointment as the Independent Director
with effect from 19th June, 2025;
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. All the Meetings of the Board were held in Indore, at the Registered Office of
the Company. The Agenda of the Board/ Committee meetings alongwith the relevant Board
papers are circulated at least a week prior to the date of the meeting. However, in case
of urgent business needs, notice and agenda of Board/ Committee Meetings were circulated
on shorter notice period with consent and presence of Independent Directors at the
Meeting. The Agenda for the Board and Committee meetings includes detailed notes on the
items to be discussed at the meeting to enable the Directors to take an informed decision.
The Board met 7 (Seven) times in the Financial Year 2024-25. Details of
the meeting and attendance are provided in Corporate
Governance Report as attached in the Annual Report of this year.
Separate Meeting of Independent Directors
As stipulated by the Code of Independent Directors under the Companies
Act, 2013; a separate meeting of the Independent Directors of the Company was held on 14th
November, 2024 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 Management and the Board and
its' Committees which is necessary to effectively and reasonably perform and
discharge their duties.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Policy of the Company on Directors' appointment and
remuneration including criteria for determining qualifications, positive attributes and
independence of a Director and other matters provided under section 178(3), is uploaded on
company's
website,https://comsyn.com/wp-content/uploads/2021/12/RevisedNOMINATION-AND-REMUNERATION-POLICY-2-1.pdf
ANNUAL EVALUATION BY THE BOARD
The evaluation framework for assessing the performance of directors
comprises of the following key areas: i. Attendance of Board Meetings and Board Committee
Meetings. ii. Quality of contribution to Board deliberations. iii. Strategic perspectives
or inputs regarding future growth of company and its performance. iv. Providing
perspectives and feedback going beyond the information provided by the management. v.
Commitment to shareholder and other stakeholder interests.
The evaluation involves self-evaluation by the Board Member and
subsequently assessment by the Board of directors. A member of the Board will not
participate in the discussion of his/her evaluation.
Investor Education and Protection Fund (IEPF)
The details related to dividend remains unpaid-unclaimed in the Company
has been given in the annual report of the Company. The details of the nodal officer
appointed by the company under the provisions of IEPF is available on the Company's
website at http://comsyn.com/
COMMITTEES OF THE BOARD
In accordance with the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015 and other purposes the Board has the
following Five (5) committees:
(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders' Relationship Committee;
(d) Corporate Social Responsibility Committee (CSR); and
(e) Corporate Compliance Committee.
A detailed note on the Board and its committees is provided under the
Corporate Governance Report section in this report. Apart from the above committees, the
company is also having an Internal Compliant Committee constituted as required under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013.
RELATED PARTY TRANSACTIONS
All Related Party Transactions (RPT) that were entered into during the
Financial Year 2024-25 were on Arm's Length Basis and were in the Ordinary Course of
business. There were certain material RPT as specified in section 188(1)(f) of the
Companies Act, 2013 for which prior approval of members in the Annual General Meeting held
on 30th September, 2021 was already obtained. Necessary Form AOC-2 is enclosed as
"Annexure D" in this Board Report.
All the RPT were approved by the Audit Committee on omnibus basis or
otherwise and by the Board and for certain items the
company has taken specific approval of members in the respective
meetings.
Your Board of directors considers that there are certain transactions
which may be material in the F.Y. 2025-26 for which the Board of
directors is seeking necessary approval of members as per the details
specified in the Notice of 41st AGM.
The policy on RPT as approved by the Board is uploaded on the
Company's website. Disclosure as required under section 134(3)(h) of the Companies
Act, 2013 and the Rule8(2) of the Companies (Accounts) Rules, 2014 is hosted on the
website of the Company at:
https://comsyn.com/wp-content/uploads/2025/02/Amended-Material-RPT-Policy-CSBL-14.02.20225.pdf
SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS
There is no significant material orders passed by the Regulators/Courts
during the year under review which would impact the going
concern status of the Company and its future operations.
AUDITORS, THEIR REPORT AND COMMENTS BY THE MANAGEMENT
Statutory Auditors & Their Report
M/s Ashok Kumar Agrawal & Associates., Chartered Accountants, (ICAI
Firm Registration No. 022522C), the Statutory Auditors were appointed for a First term of
consecutive 5 (Five) years at 40th Annual General Meeting of the Company held on 30th
September, 2024 till the conclusion of 45th Annual General Meeting of the company to be
held in the calendar year 2030. The auditor has confirmed that they hold a valid
certificate issued by the Peer Review Board of the Institute of Chartered Accountants of
India (ICAI).
Your Board is pleased to inform you that there is no such observation
made by the Auditors in their report which needs any explanation by the Board.
Secretarial Auditors & Their Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
company has appointed M/s Ishan Jain & Co., Company Secretaries (FRN: S2021MP802300;
FCS 9978; CP 13032) to undertake the Secretarial Audit for the year, 2024-25. The Report
of the Secretarial Auditors in Form MR-3 is annexed herewith as "Annexure
E" of this report.
Your Board is pleased to submit that there are no adverse
comment/observation which requires management clarification.
Further, the Board of directors on the recommendation of the Audit
Committee, at its meeting held on 4th Sept., 2025 has recommended the members to approve
the appointment of M/s Ishan Jain & Co., Company Secretaries (FRN: S2021MP802300; FCS
9978; CP 13032) to conduct Secretarial Audit for the consecutive 5 (five) years
from the conclusion of the 41st AGM till the conclusion of the 46th AGM to be held in the
calendar year 2030.
Mr. Ishan Jain, Proprietor of the Ishan Jain & Co., Company
Secretaries has consented to act as the Secretarial Auditor of the Company and confirmed
that his appointment, if approved, would be within the limits prescribed under the
Companies Act, 2013 and SEBI LODR Regulations. He has further confirmed that he is not
disqualified to be appointed as the Secretarial Auditor under the applicable provisions of
the Act, rules made thereunder, and SEBI Listing Regulations.
Cost Auditors and Records
Your Company was not required to appoint a Cost Auditor for the year
2024-25. As per the Rule 3(1)of Companies (Cost Records and Audit) Rules, 2014 as it was
not applicable. However, the company has maintained the Cost Records as per the Companies
(Cost Records and Audit) Rules, 2014.
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 & Management Discussion and Analysis
Your Company firmly believes and adopts the highest standard of
practice under Corporate Governance. A separate section on
Corporate Governance is given and a certificate has been obtained from
Auditors of the Company.
Practicing Company Secretary has also given a certificate certifying
that none of the director of the Company as at 31st March, 2025
is disqualified which is also part of Corporate Governance Report.
Management and Discussion and Analysis Report is also enclosed along
with this Report.
CODE OF CONDUCT
Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires listed
companies to lay down a Code of Conduct for their directors and senior management,
incorporating duties of directors as laid down in the Companies Act, 2013. The Company has
adopted a Code of Conduct for all Directors and Senior Management of the Company and same
is hosted on the website of the company at following
link.https://comsyn.com/wp-content/uploads/2021/12/CSBL_Code-of-Conduct-for-BODKMPs-Senior-Management_.pdf
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the applicable provisions of the Companies Act, 2013
and rules made thereunder read with Ind(AS), specified under the Companies (Indian
Accounting Standards) Rules, 2015, the consolidated financial statements of the Company as
at and for the year ended 31st March, 2025, Forms part of the Annual Report and is also
available on the website of the company www.comsyn.com.
Conservation of Energy, Technology absorption and Foreign Exchange
Earnings and Outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section
134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies
(Accounts) Rules, 2014, is annexed herewith as
"Annexure F"
ANNUAL RETURN
In compliance with the provisions of Section 92 of the Companies Act,
2013, the Annual Return of the Company for the financial year ended 31st March, 2025 has
been uploaded on the website of the Company and the web link of the same is:
https://comsyn.com/investor-relation/financials/
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN
EMPLOYEE'S REMUNERATION AND
PARTICULARS OF EMPLOYEES.
Pursuant to provision of Section 197(12) of Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and the details of
Top 10 employees given in the "Annexure G."
Employees drawing remuneration in excess of Rs. 102.00 Lakhs or more
per annum, or Rs. 8.50 Lakhs per month for the part
of the year
During the year, none of the employees received remuneration in excess
of Rs. 102.00 Lakhs (Rs.One Crore Two Lakhs or more per annum), or Rs. 8.50 Lakhs (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.
There are two employees who are drawing remuneration in excess of the
remuneration of Whole-time Director of the company and
hold more than 2% of the shareholding alongwith their spouse is as
follows:-
| Particulars |
Shri Pramal Choudhary |
Shri Ravindra Choudhary |
| Designation |
Chief Operating Officer |
Chief Executive Officer |
| Remuneration Received |
Rs. 57,00,000 |
Rs. 48,00,000 |
| Nature of Employment |
Permanent |
Permanent |
| Qualification and Experience |
MBA and Experience of 15 years |
B.Com., Diploma in Finance and Tax
Management and Diploma in Import Export Management GMCS (IIM Indore) and Experience of 14
years |
| Date of Commencement of |
01.03.2010 |
01.07.2011 |
| Employment Age |
38 years |
51 years |
| Last Employment held by such employee before joining the
company |
- |
- |
| % of Equity Shares held by employee alongwith their spouse
and dependent children |
3.06 |
2.89 |
| Relationship with Directors |
Son of Shri Anil Choudhary, CMD |
Relative of Smt. Ranjana Choudhary WTD |
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT.
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the financial year ended on
31st March, 2025, to which the financial statements relate and the date of this report
except that the Company has acquired 1% i.e. 10 shares in Smartlift Bulk Packaging
Limited, U.K. by payment of agreed consideration of GBP 43,500 to Trevor William Bland on
05th May, 2025with this acquisition the Company now holds 50% of the paid-up share capital
of Smartlift Bulk Packaging Limited.
INDUSTRIAL RELATIONS
During the year under review your Company enjoyed cordial relationship
with workers and employees at all levels.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in business activities during the period under
review.
BUSINESS TRANSFER
There is no transfer of Business during the period under review.
PREVENTION OF INSIDER TRADING
In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015
the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company
and amended Code/Policy were also hosted on the website of Company.
The Code requires Trading Plan, pre-clearance for dealing in the
Company's shares and prohibits the purchase or sale of Company shares by the
Directors and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is
closed.
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS
The Company has in place a Familiarization Program for Independent
Directors to provide insights into the company to enable the Independent Directors to
understand its business in depth and contribute significantly to the company's success.
The Company has devised and adopted a policy on Familiarization Program for Independent
Directors and is also available at the company's website at
https://comsyn.com/wp-content/uploads/2025/04/FAMILIARISATION-PROGRAM-FOR-INDEPENDENT-DIRECTORS.pdf
PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND
E-VOTING AT THE
AGM
Your Company is providing E-voting facility as required under Section
108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and
Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through VC /OVAM
and no physical meeting will be held and your company has made necessary arrangements with
CDSL to provide facility for remote e-voting and voting at the AGM. The details regarding
e-voting facility is given with the notice of the Meeting.
CAUTIONARY STATEMENT
The statements made in this Report and Management Discussion and
Analysis Report relating to the Company's 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 theCompany's operations
that may be, due to change in government policies, global market conditions, foreign
exchange fluctuations, natural disasters etc.
GENERAL
Your Directors state that during the year under review:
a. The company has not filed any application or there is no application
or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016;
b. There is no requirement to conduct the valuation by the bank and no
Valuation done at the time of one-time Settlement. c. Neither the Managing Director nor
Whole-time Directors receives any remuneration or commission from its subsidiary. d. The
Company has complied with the applicable Secretarial Standards as prescribed under the
Companies Act, 2013. e. Your Company has not declared and approved any Corporate Action
viz buy back of securities, issuance of bonus shares, right shares, de-mergers and split
and has not failed to implement or complete the Corporate Action within prescribed
timelines except that, the company has issued 20,00,000 warrants convertible into equity
shares of Rs.10/- each at a premium of Rs. 62/- per share and the company has duly
executed the Corporate Action well in time;
f. There were no revisions in the Financial Statement and Board's
Report. g. The Company has not issued shares (including sweat equity shares) to employees
of the Company under any scheme. h. The company has not issued any shares which carry
differential voting rights. i. Details of unclaimed dividends have been provided as part
of the Corporate Governance report.
j. There are no voting rights exercised by any employee of the Company
pursuant to the Section 67(3) read with the Rule 16 of the Companies (Share Capital and
Debenture) Rules, 2014
ACKNOWLEDGEMENTS
Your directors thank the various Central and State Government
Departments, Organizations and Agencies and bankers to the Company for the continued help
and co-operation extended by them. The Directors also gratefully acknowledge support of
all other stakeholders of the Company viz. customers, members, dealers, vendors, and other
business partners for the excellent support received from them during the year. The
Directors place on record their sincere appreciation to all employees of the Company for
their unstinted commitment and continued contribution to the Company.
| Place : Indore |
For and on behalf of the Board |
| Date: 4th September, 2025 |
|
|
Anil Choudhary |
|
Chairman & Managing Director |
|
DIN : 00017913 |
|