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Commercial Syn Bags Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

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

â¢ Total Income for the year was Rs.34,560.39 Lakhs as compared to Rs.28,875.73 Lakhs in the previous year.

â¢ Revenue from operations for the year was Rs. 34,161.10 Lakhs as compared to Rs.28,555.64 Lakhs in the previous year.

â¢ Profit before tax for the year was Rs.1,758.67 Lakhs as compared to Rs.988.15 Lakhs in the previous year.

â¢ 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) Basic & Diluted	3.48	1.81	4.29	1.97

COMPANYâS 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 ofthe 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
of25.00 Lakhs equity shares ofRs. 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 ofthe 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 ofthe Articles ofAssociation is available on the website ofthe 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 ofthe credit rating ofthe 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 [email protected] /[email protected] or [email protected] 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.

DIRECTORSâ 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. 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 ofWarrants:-

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 of25.00 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 âCorporate Social Responsibilityâ (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 âAnnexure Aâ.

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:

â¢ Facility Management for the contractorsâ 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.

â¢ 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 Companyâs objectives
to ensure âZero Harmâ.

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 (âSHOWâ). As per the requirement of the
âSHOWâ 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:-

HIGHLIGHTS OF FINANCIAL PERFORMANCE ON STANDALONE BASIS

â¢ Total Income for the year was Rs. 28,875.73 Lakhs as compared to Rs. 29,421.76 Lakhs in the previous year.

â¢ Revenue from operations for the year was Rs. 28,555.64 Lakhs as compared to Rs. 29,147.45 Lakhs in the previous year.

â¢ Profit before tax for the year was Rs. 988.15 Lakhs as compared to Rs. 946.65 Lakhs in the previous year.

â¢ Profit after tax for the year was Rs. 724.61 Lakhs as compared to Rs. 808.70 Lakhs in previous year.

SUMMARISED PROFIT AND LOSS ACCOUNT			(Rs. In Lakhs except EPS)
Particulars	STANDALONE		CONSOLIDATED
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from Operations (Net)	28,555.64	29,147.45	28,843.47	29,016.66
Other Income	320.09	274.31	334.08	162.21
Total Income	28,875.73	29,421.76	29,177.55	29,178.87
Profit before Interest, Depreciation & Tax (EBIDTA)	2,634.16	2,315.13	3,007.72	2,522.44
Less: Interest	680.37	533.00	840.85	614.40
Less: Depreciation	965.64	835.48	1,093.25	962.18
Profit before Tax	988.15	946.65	1,073.62	945.86
Less: (a) Current Tax	163.28	160.81	190.72	167.15
(b) Deferred Tax	100.26	(22.86)	97.08	(29.96)
Net Profit for the Year	724.61	808.70	785.82	808.67
EPS (Equity Shares of Rs. 10/- each)
Basic	1.81	2.08	1.97	2.08
Diluted	1.81	2.08	1.97	2.08

COMPANYâS AFFAIRS& REVIEW OF OPERATIONS

Your company is carrying on the business of manufacturer, producers, processors, importers, exporters, buyers and sellers of FIBC, BOPP, Bulk Bags, Poly Tarpaulin, Woven Sacks/Bags, Box Bags, PP/ HDPE Fabric, Liner, Technical Textiles and Flexible

Packaging etc. 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. In addition to that Company is also having solar plant for captive Consumption.

CREDIT RATING

We would like to inform the members that after due consideration of the financial results for the quarter/nine months ended 31stDecember,2022 the ICRA Limited has revised our credit rating vide their letter ICRA/ Commercial Syn Bags Limited/20022023/1 dated 20th February 2023 for Rs.141.00 crore Bank Lines availed by the Company. The comparative analysis of the credit rating ofthe 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

In order to conserve resources, your directors do not recommend any dividend for the Financial Year 2023-24 and proposes to retain the profits for future requirements ofthe Company. (P.Y.: Rs. Nil)

DIRECTORSâ RESPONSIBILITY STATEMENT

To the best ofthe 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, 2024, 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, 2024 and of the profit ofthe 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 AT STOCK EXCHANGE

The Authorized Equity Share Capital of the Company as on 31st March 2024 was Rs. 4,000.00 Lakhs divided into 400.00 Lakhs equity shares of Rs. 10/- each. The paid-up Equity Share Capital of the Company as on 31st March, 2024 was Rs.3995.22 Lakhs divided into 399.522 Lakhs Equity shares of Rs.10/- each.

The entire equity shares of the company continue to remain listed on BSE Ltd. (Scrip Code: 539986) and your Board further pleased to inform that the equity shares of the company is also listed on National Stock Exchange of India Limited (NSE Symbol: COMSYN) w.e.f. 19th January, 2024.

The Company has paid the Annual Listing Fees to BSE Ltd and NSE Ltd for the year 2024-25 and the Custodian fee to the CDSL and NSDL for the financial year 2024-25 on time.

The shares ofthe Company are frequently traded at BSE Ltd. and NSE.

CHANGES IN RESERVES

During the period under review, the company has not transferred any amount to the general reserves or any other reserves. However, in previous year the company has transferred and utilized the following amount from the reserves:-

1) Security premium amount of Rs.1098.00 Lakhs received pursuant to conversion of 9,15,000 warrants into 9,15,000 equity shares of Rs. 10/- each which has been credited to the Security Premium Account being the part ofthe Capital Reserve;

2) The company has utilized Rs.10.88 Lakhs from General Reserve, Rs. 1108.53 Lakhs from Security Premium and Rs.1544.07 Lakhs from Retained Earnings for capitalization of profits towards issuance of Bonus Shares.

FINANCE

Cash and cash equivalent of the Company as at 31st March, 2024 is Rs. 44.72 Lakhs (Previous year Rs. 6.16 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 31st March, 2024. 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.

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 subsidiaries has been given in the financial statements attached with the Annual Report.

CSR INITIATIVES

In view of the profits, your Company is required to undertake âCorporate Social Responsibilityâ (CSR) activities during the year 2023-24 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 ofthe Companies Act, 2013.The Annual Report on CSR activities is annexed herewith as âAnnexure Aâ.

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:

â¢ Facility Management for the contractorsâ 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.

â¢ 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 Companyâs objectives to ensure âZero Harmâ.

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(âSHOWâ). As per the requirement of the âSHOWâ 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

Smt Rajitha Nair : Member

Ms Ritu Singh : Member

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 pending at the beginning of F.Y. 2023-24	No. of complaints filed Field during the F.Y. 2023-24	No. of complaints disposed off during the F.Y. 20223-24	No. of complaints Pending as at the end of F.Y. 2023-24
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 CONTROL

The Company operates in Technical Textiles 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 ofthe Company.

INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS

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 instances of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy are annexed to the Board Report as âAnnexure Bâ and are also posted on the website of the Company https://comsyn.com/wp-content/uploads/2021/12/Vigil-Mechanism-Whistle-Blower-Policy.pdf

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

Your company is having only one Wholly Owned Subsidiary (WOS) âComsyn India Private Limitedâ which is in the business of manufacturing of Fabric and other related products with the installation of Extrusion Plant and Circular Looms. Apart from this there is no other associate or joint venture. Pursuant to provisions of section 129(3) of the Companies Act, 2013 and a statement containing salient features ofthe financial statements of the Companyâs subsidiary in Form AOC-1 is annexed herewith as âAnnexure-C.â

Your Board would like to draw your kind attention to the fact that the company has made an investment in the equity shares of Smartlift Bulk Packaging Limited (Foreign Company) aggregating about 49% of the total equity shares. However, section 2(6) of the Companies Act, 2013, Foreign company is not covered under the definition ofthe Associate concern.

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 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 âIndependenceâ 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:

1. Mr. Hitesh Mehta (DIN: 00427646)

2. Mr. Milind Mahajan (DIN:00155762)

3. Mr. Vijay Kumar Bansal (DIN:09002441)

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.

DECLARATION BY THE INDEPENDENT DIRECTORS

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 2023-24. All the Independent Directors are continuing their registration with the Independent Directorsâ Databank maintained by IICA.

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 liable to retire by rotation seeking re-appointment:

Shri Virendra Singh Pamecha (DIN: 07456367) the Whole Time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible offers himself for re-appointment. Your directors recommend passing a necessary resolution as set out in notice of Annual General Meeting.

Executive Directors and Key Managerial Personnel and their changes

Shri Anil Choudhary, Chairman & Managing Director, Smt. Ranjana Choudhary, Shri Virendra Singh Pamecha, Whole Time Directors, Shri Ravindra Choudhary, CEO, Shri Abhishek Jain, CFO and CS Pooja Choukse, Company Secretary & Compliance Officer are the Key Managerial Personnel within the meaning of section 203 of the Companies Act, 2013.

During the Financial Year 2023-24, there were no changes in the Directors and Key Managerial Personnel.

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 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 6 (Six) times in the Financial Year 2023-24 viz. 29th May, 2023, 14th August, 2023, 28th August, 2023, 9th November, 2023, 21st December, 2023 and 13 th February, 2024. The maximum interval between any two meetings did not exceed 120 days.

Details of 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 9th November, 2023 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 itsâ Committees which is necessary to effectively and reasonably perform and discharge their duties.

COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Policy of the Company on Directorsâ 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 companyâs 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 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;

(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 2023-24 were on Armâs 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 obtained. Form AOC-2 is enclosed as âAnnexure Dâ in this Board Report.

All the Related Party Transactions 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. The Company has Related Party Transactions Policy, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The company is not having any material Related Party Transactions as defined under Regulation 23 ofthe SEBI (LODR) Regulations.

SIGNIFICANT AND MATERIAL 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 ofthe Company and its future operations.

AUDITORS, THEIR REPORT AND COMMENTS BY THE MANAGEMENT Statutory Auditors & Their Report

the Companies Act, 2013,read with 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 (ICAI).

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.

M/s Ashok Kumar Agrawal & Associates, Chartered Accountants (Firm Registration No. 022522C), are recommended by the Board and Audit committee for appointment as the Statutory Auditor for a First term of 5 consecutive years i.e. commencing from the conclusion of this 40th Annual General Meeting until the conclusion of 45th Annual General Meeting to be held in the year 2029 in place of the existing retiring auditor M/s Avinash Agrawal & Co., Chartered Accountants, whose tenure shall expire on the conclusion ofthis Annual General Meeting,

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., Practicing Company Secretaries (Firm Reg. No. S2021MP802300; FCS 9978; CP 13032) to undertake the Secretarial Audit for the year, 2023-24. The Report of the Secretarial Auditors in Form MR-3 is annexed herewith as âAnnexure Eâ ofthis report.

Your Board is pleased to submit the management clarification on the observation made by the Secretarial Auditors:

Secretarial Auditor Observation		Management Response
(1)	The company is having 1 (One) existing litigation with CGST and Penalty ofRs. 182.18 Lakhs by order which was committed to the Company on 08.10.2021 has been imposed which is subject to further appeal before the CGST Tribunal which has not been disclosed within the stipulated time pursuant to Schedule III Part B Clause 8 related to ongoing material litigation as per the new materiality limit effective from 15.07.2023.	The Company has submitted necessary disclosure as required under Schedule III Part B Clause 8 on 9th May, 2024 related to existing material litigation for the penalty imposed under CGST for Rs. 182.18 Lakhs by order dated on 30.08.2021. Since the Company has made an appeal before the Appropriate Forum, no such disclosure was required as such.
(2)	The company has not submitted financial results for the period ended 30th June 2023, 30th September,	Due to technical reasons, while scanning the documents for filing before the Stock Exchanges, the option for Machine
	2023 and 31st March, 2024 in Machine Readable Form/Legible copy.	Readable Form/Legible copy was not active.

The Board of Directors at their Meeting held on 30th May, 2024, have re-appointed M/s Ishan Jain & Co., Practicing Company Secretaries (Firm Reg. No. S2021MP802300; FCS 9978; CP 13032) to undertake the Secretarial Audit for the Financial Year 202425.

Cost Auditors and Records

Your Company was not required to appoint a Cost Auditor and maintain the cost records as per the Companies (Cost Records and Audit) Rules, 2014 for the year 2023-2024.

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, is Disqualified which is also part of Corporate Governance Report.

Management and Discussion and Analysis Report is also enclosed alongwith 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 ofthe Company as at and for the year ended 31st March, 2024, Forms part of the Annual Report and is also available on the website of the company www.comsyn.com.

CONSERVATIONOF 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 âAnnexure Fâ

ANNUAL RETURN

In compliance with the provisions of Section 92 ofthe Companies Act, 2013, the Annual Return ofthe Company for the financial year ended 31st March, 2024 has been uploaded on the website of the Company and the web link of the same is: https://comsyn.com/announcements/

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEEâS 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 âAnnexure G.â

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 also hold more than 2% ofthe shareholding alongwith their spouse is as follows:-

Particulars	Shri Pramal Choudhary	Shri Ravindra Choudhary
Designation	Chief Operating Officer	Chief Executive Officer
Remuneration Received	Rs. 51,00,000	Rs. 36,50,000
Nature of Employment	Permanent	Permanent
Qualification and Experience	MBA and Experience of 12 years	B.Com., Diploma in Finance and Tax Management and Diploma in Import Export Management GMCS (IIM Indore) and Experience of 11 years
Date of Commencement of Employment	01.03.2010	01.07.2011
Age	35 years	48 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 FINNACIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINNACIAL YEAR OF THE COMPANY TO WHICH THE FINNACIAL 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, 2024, to which the financial statements relate and the date of this report.

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

The Code requires Trading Plan, pre-clearance for dealing in the Companyâs 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/2021/12/Familiarization-Programe-for-website-and-AR.pdf

PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE EVOTING AND EVOTING 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 make 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 Companyâs objectives, projections, outlook, expectations and others may be âforward looking statementsâ 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 Companyâs 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 buy back of securities, mergers and de-mergers, split of any securities, dividends and has not failed to implement or complete the Corporate Action within prescribed timelines;

f. There were no revisions in the Financial Statement and Boardâs Report.

g. The Company has not issued shares (including sweat equity shares) to employees ofthe Company under any scheme.

h. Details of unclaimed dividends have been provided as part ofthe Corporate Governance report.

i. 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.

Mar 31, 2023

The Directors take pleasure in presenting the 39th Annual Report along with the Audited Standalone and Consolidated Financial Statements for the year ended 31st March, 2023.

highlights of financial performance on standalone basis

â¢ Total Income for the year was Rs. 29,421.76 Lakhs as compared to Rs. 32,606.39 Lakhs in the previous year.

â¢ Revenue from operations for the year was Rs. 29,147.45 Lakhs as compared to Rs. 32,158.53Lakhs in the previous year.

â¢ Profit before tax for the year was Rs. 946.65 Lakhs as compared to Rs. 2,088.23 Lakhs in the previous year.

â¢ Profit after tax for the year was Rs. 808.70 Lakhs as compared to Rs. 1,818.28 Lakhs in the previous year.

summarised profit and loss account

(Rs. In Lakhs except EPS)
Particulars	standalone		consolidated
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Revenue from Operations (Net)	29,147.45	32,158.53	29,016.66	32,259.13
Other Income	274.31	447.86	162.21	361.27
Total Income	29,421.76	32,606.39	29,178.87	32,620.40
Profit before Interest, Depreciation & Tax (EBIDTA)	2315.13	3,487.65	2,522.44	3,722.15
Less: Interest	533.00	578.20	614.40	658.09
Less: Depreciation	835.48	821.22	962.18	944.92
Profit before Tax	946.65	2,088.23	945.86	2,119.14
Less: (a) Current Tax	160.81	372.90	167.15	379.64
(b) Deferred Tax	(22.86)	(102.94)	(29.96)	(91.29)
Net Profit for the Year	808.70	1,818.28	808.67	1,830.79
EPS (Equity Shares of Rs. 10/- each)
Basic	2.08	15.37	2.02	15.48
Diluted	2.08	14.54	2.02	14.64

companyâs affairs & review of operations

Covers, Nets and other technical textiles products from its various Plants located at Pithampur, District Dhar, (M.P).The 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. In addition to that Company is also having solar plant for captive Consumption.

During the period under review, your Company has acquired one unit in the name and style of Techtex (a unit of Commercial Syn Bags Limited) situated at Plot Nos. A-12 & A-13, Indore Special Economic Zone, Pithampur Phase 2, Dhar (M.P) and your board would like to appraise that, the company has commenced its commercial production on 11th March, 2023. After commencement of the commercial production, the existing capacity has been increased by 3900 MT and the same has bees been intimated to members through the corporate announcement made at BSE.

credit rating

We would like to inform the members that after due consideration of the financial results for the quarter/nine months ended 31st December,2022 the ICRA Limited has revised our credit rating vide their letter ICRA/ Commercial Syn Bags Limited/20022023/1 dated 20th February 2023 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

In order to conserve resources, your directors do not recommend any dividend for the Financial Year 2022-23and proposes to retain the profits for future requirements of the Company. (P.Y. Rs. 2.10 per share of Rs. 10/- each i.e. 21 %)

directorsâ 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, 2023, 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, 2023 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 at stock exchange

The Authorized Equity Share Capital of the Company as on 31st March 2023 was Rs. 4,000.00 Lakhs divided into 4,00,00,000 equity shares of Rs. 10/- each. The paid-up Equity Share Capital of the Company as on 31st March,2023 was Rs.3995.22 Lakhs divided into

3,99,52,200 equity shares ofRs.10/- each.

The entire equity shares of the company continue to remain listed on BSE Ltd. (Scrip Code: 539986). The company has paid the Annual Listing Fees to BSE Ltd. for the year 2023-24 and the Custodian fee to the CDSL and NSDL for the financial year 2022-23 on time. The shares of the Company are regularly traded at BSE Ltd.

Changes in the Share Capital Structure pursuant Preferential Issue:

The Board of Directors at their meeting held on 15th Oct., 2021 has made preferential allotment of 15,00,000 warrants of Rs.130/-each convertible into 15,00,000 equity shares of Rs.10/- each at a premium of Rs.120/- per share to promoter, promoter group and other specified person categorized as public (Non-Promoters) upon receipt of upfront amount of Rs. 32.50 per warrant from the respective allottees. Out of which 5,85,000 warrants were converted and the equity shares have already been allotted on 26th March, 2022. As on 31st March, 2022, The company was having outstanding 9,15,000warrants of Rs.130/- each which may be converted upon receipt of the balance amount from the warrant holder.

During the period, The company has issued and allotted 3,07,500 equity shares of Rs.10 each/- at a premium of Rs. 120/- per share inits Board Meeting held on 24th June 2022 upon exercise of option by the warrant holders for conversion of3,07,500 warrants of Rs. 130/- each allotted on preferential basis. Further, BSE Ltd. has granted listing approval on4th July,2022 and trading approval on 12th July,2022 respectively as a result the paid-up capital of company has increased from Rs. 12,40,24,000 divided into 1,24,02,400 equity shares of Rs.10/- eachto Rs. 12,70,99,000 divided into 1,27,09,900 equity shares of Rs.10/- each.

Further for third trench of conversion of warrants issued on preferential basis into equity shares, the Board of Directors at their Board Meeting held on 17th September, 2022 has issued and allotted 6,07,500 equity shares of Rs.10/- each at a premium of Rs. 120/-per share upon conversion of 6,07,500 warrants of Rs. 130/- each allotted on preferential basis and the BSE Ltd. has granted Listing approval on 11th October, 2022 and trading approval on 19th October, 2022 for 6,07,500 equity shares allotted pursuant to conversion and as a result the paid-up share capital of company has increased from Rs. 12,70,99,000 divided into 1,27,09,900 equity shares of Rs.10/- each to Rs. 13,31,74,000 divided into 1,33,17,400 equity shares of Rs.10/- each. As on 31s March, 2023, there were no outstanding convertible warrants pending for conversion.

Changes in the Share Capital Structure pursuant Bonus Issue:

Your Board would like to appraise that, the members at their 1/2022-23 Extra-Ordinary General Meeting held on 15th November, 2022 has passed the following resolutions related to:-

1) Increase in Authorized Share Capital of the company from Rs. 1500.00 Lakhs to Rs. 4000.00 Lakhs by creation of additional 250.00 Lakhs equity shares of Rs. 10/- each.

2) Alteration of Clause V of the Memorandum of Association related to increase in Authorized Share Capital of the Company.

3) Issuance of Bonus Shares by way of Capitalization of Security Premium Account/ Free Reserve.

The Company allotted 2,66,34,800 Two Crores Sixty-Six Lakhs Thirty Four Thousand Eight Hundred) new fully paid equity shares of Rs. 10/- as fully paid-up bonus shares in the ratio of 2 (Two) new equity bonus shares of Rs. 10/- each for every 1 (One) shares held on the record date) to its shareholders on 29th November, 2022, pursuant to a resolution passed by the shareholders 15th November, 2022 through Extra-Ordinary General Meeting. by postal ballot. The Company has also received Listing approval on 1st December, 2022 and Trading approval from BSE Ltd. on 7th December, 2022.

Upon allotment of Bonus shares, the paid-up share capital of company has increased from Rs. 13,31,74,000 divided into 1,33,17,400 equity shares of Rs.10/- each to Rs. 39,95,22,000 divided 3,99,52,200 equity shares of Rs.10/- each.

changes in 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. Except the following:-

1) the company has received Share premium amount of Rs.1098.00 Lakhs pursuant to conversion of 9,15,000 warrants into 9,15,000 equity shares of Rs. 10/- each which has been credited to the Security Premium Account being the part of the Capital Reserves. (P.Y. Rs. 702.00 Lakhs pursuant to conversion of5,85,000 warrants into 5,85,000 equity shares of Rs. 10/- each at a premium of Rs. 120/- per share).

2) The company has utilized Rs. 10.88 Lakhs from General Reserve, Rs. 1108.53 Lakhs from Security Premium and Rs. 1544.07 Lakhs from Retained Earnings for capitalization of profits towards issuance of Bonus Shares. (P.Y. Rs. Nil)

finance

Cash and cash equivalent of the Company as at 31st March, 2023 is Rs.6.16 Lakhs (Previous year Rs.62.16 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 deposit 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 31st March, 2023. 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.

particulars of loans, guarantees or investments

The company has made 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 subsidiaries has been given in the financial statements attached with the Annual Report.

csr initiatives

In view of the profits, your Company is required to undertake âCorporate Social Responsibilityâ (CSR) activities during the year 2022-23 as required 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 âAnnexure Aâ.

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:

â¢ Facility Management for the contractorsâ 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.

â¢ 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 Companyâs objectives to ensure âZero Harmâ.

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(âSHOWâ). As per the requirement of the âSHOWâand 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 of the following:

Mrs. Ranjana Choudhary : Chairperson

Ms. Smriti Keshari : Member (ceased w.e.f. 14.03.2023)

Ms. Harsha Mankar : Member (ceased w.e.f. 25.04.2022)

Mrs. Rajitha Nair : Member (joined w.e.f. 25.04.2022)

Ms. Ritu Singh : Member (joined w.e.f. 14.03.2023)

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 pending at the beginning of F.Y. 2022-23	No. of complaints filed Field during the F.Y. 20222-23	No. of complaints disposed off during the F.Y. 20222-23	No. of complaints Pending as at the end of F.Y. 2022-23
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 of the company.

risk management policy and internal control adequacy

The Company operates in manufacturing and trading of FIBC, Bulk Bags, Poly Tarpaulin, Woven Sacks/Bags, Box Bags, PP/HDPE Fabric, Liner, Flexible Packaging, Geotextiles, Ground Covers, Nets and other technical textiles products. 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.

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 instances of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy are annexed to the Board Report as âAnnexure Bâand are also posted on the website of the Company https://comsyn.com/wp-content/uploads/2021/12/Vigil-Mechanism-Whistle-Blower-Policy.pdf

performance of subsidiaries, associate companies and joint ventures

Your company is having only one Wholly Owned Subsidiary (WOS) âComsyn India Private Limitedâwhich is in the business of manufacturing of Fabric and other related products with the installation of Extrusion Plant and Circular Looms. Apart from this there is no other associate or joint venture. Pursuant to provisions of Section 129(3) ofthe Companies Act, 2013 and a statement containing salient features ofthe financial statements ofthe Companyâs subsidiary in Form AOC-1 is annexed herewith as âAnnexure-C.â

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 also 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 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 âIndependenceâ 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 directors are Independent Directors during the period under review:

1. Shri Hitesh Mehta (DIN: 00427646)

2. Shri Milind Mahajan (DIN:00155762)

3. Shri Vijay Kumar Bansal (DIN:09002441)

The Independent Directors were appointed for a term of 5 (Five) consecutive years 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 and 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 2022-23. All the Independent Directors are continuing their registration with the Independent Directorsâ Data bank maintained by IICA.

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.

Directors seeking appointment/ re-appointment in the ensuing Annual General Meeting:

In the ensuing AGM, the Board of Directors is proposing the re-appointment of Mr. Anil Chaudhary (DIN: 00017913) Chairman & Managing Director of the Company whose tenure is expiring on 19th February, 2024, for further period of 3 (three) years w.e.f. 20th February, 2024 as set out in the Notice of AGM and he is also liable to be retire by rotation.

Directors liable to retire by rotation seeking appointment/re-appointment:

Shri Anil Choudhary (DIN:00017913) Chairman & Managing Director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your directors recommend passing necessary resolution as set out in notice of Annual General Meeting.

Executive Directors and Key Managerial Personnel and their changes

Shri Anil Choudhary, Chairman & Managing Director, Smt Ranjana Choudhary, Shri Virendra Singh Pamecha, Whole-time Directors, Shri Ravindra Choudhary, CEO, Shri Abhishek Jain, CFO and CS Pooja Choukse, Company Secretary & Compliance Officer have been categorized as Key Managerial Personnel within the meaning of Section 203 of the Companies Act, 2013.

During the Financial Year 2022-23, there was no changes in the Directors and Key Managerial Personnel except that CS Pooja Choukse was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 07.03.2023 due to the resignation of Shri Sandeep Patel who resigned from the post of Company Secretary and Compliance officer of the Company w.e.f. 06.03.2023.

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 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 12 (Twelve) times in the Financial Year 2022-23viz.16th April, 2022, 25th May, 2022, 24th June, 2022, 29th July, 2022, 10th August, 2022, 5th September, 2022, 17th September, 2022, 22nd October, 2022,14th November, 2022, 29th November, 2022, 11th February, 2023 and 6th March, 2023.The maximum interval between any two meetings did not exceed 120 days.

Details of attendance is 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, 2022 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 itsâ Committees which is necessary to effectively and reasonably perform and discharge their duties.

companyâs policy on directorsâ appointment and remuneration

The Policy of the Company on Directorsâ 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 companyâs 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.

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;

(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 2022-23were on Armâs Length Basis and were in the Ordinary Course of business. There were certain material RPT as specified in Section 188 of the Companies Act, 2013 for which prior approval of members in the Annual General Meeting held on 30thSeptember,2021was obtained. Form AOC-2 is enclosed as âAnnexure Dâ in this Board Report.

All the Related Party Transactions were approved by the Audit Committee on omnibus basis or otherwise and also by the Board and for certain items the company has taken specific approval of members in the respective meetings. The Company has Related Party Transactions Policy, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The company is not having any material Related Party Transactions as defined under Regulation 23 of the SEBI (LODR) Regulations.

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& Their Report

M/s Avinash Agrawal & Co., Chartered Accountants, (ICAI Firm Registration No. 022666C), the Statutory Auditors were appointed for a First term of consecutive 5 (Five) years at 35thAnnual 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 as per the provisions of Section 139 of the Companies Act, 2013,read with 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 (ICAI). 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.

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., Practicing Company Secretaries (Firm Reg. No. S2021MP802300; FCS 9978; CP 13032) to undertake the Secretarial Audit for the year, 2022-23. The Report of the Secretarial Auditors in Form MR-3 is annexed herewith as âAnnexure Eâofthis report.

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 except the following:

Secretarial Auditor Observation:-

The Company has not filed Form FC-GPR (Foreign Currency Gross Provisional Return) for reporting of issuance of Bonus shares by the Company to Non-Resident Shareholders. However, the said form has been rejected due to technical reasons.

Management Response:-

The company has submitted Form FC-GPR form multiple times at FIRMS portal of RBI. However, due to technical issues, the Form was rejected by AD Category Bank / RBI. The company is still trying to upload the same by rectifying the errors.

The Board of Directors at their Meeting held on 29th May, 2023, have further re-appointed M/s Ishan Jain & Co., Practicing Company Secretaries(Firm Reg. No. S2021MP802300; FCS 9978; CP 13032) to undertake the Secretarial Audit for the Financial Year 2023-24.

Cost Auditors and Records

Your Company was not required to appoint a Cost Auditor and maintain the cost records as per the Companies (Cost Records and Audit) Rules, 2014 for the year 2022-23.

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.https://comsyn.com/wp-content/uploads/2021/12/CSBL_Code-of-Conduct-for-BODKMPs-Senior-Management._pdf

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 ofthe Company as at and for the year ended 31st March, 2023, 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, 2013read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as âAnnexure Fâ

annualreturn

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, 2023 has been uploaded on the website of the Company and the web link of the same is: https://comsyn.com/announcements/

ratio of the remuneration of each director to the median employeeâs 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 âAnnexure G.â

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

There are two employees who are drawing remuneration in excess of the remuneration of Whole-time Director of the company and also hold more than 2% ofthe shareholding alongwith their spouse is as follows:-

Particulars	Shri Pramal Choudhary	Shri Ravindra Choudhary
Designation	Chief Operating Officer	Chief Executive Officer
Remuneration Received	Rs. 51,00,000	Rs. 38,00,000
Nature of Employment	Permanent	Permanent
Qualification and Experience	MBA and Experience of 12 years	Diploma in Finance and Tax Management and Diploma in Import Export Management and Experience of 11 years
Date of Commencement of Employment	01.03.2010	01.07.2011
Age	35 years	48 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 Mr. Anil Choudhary, CMD	Relative of Smt Ranjana Choudhary, WTD

material changes and commitments, if any, affecting the finnacial position of the company whichhave occurred between the end of the finnacial year of the company to which the finnacial 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 financial year ended on 31st March, 2023, to which the financial statements relate and the date of this report.

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 nature of business activities during the period under review.

business transfer

There is no transfer of Business during the period under review.

prevention of insider trading

The Code requires Trading Plan, pre-clearance for dealing in the Companyâs 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/2021/12/Familiarization-Programe-for-website-and-AR.pdf

provision of voting by electronic means through remote evoting and evoting 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 make 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 Companyâs objectives, projections, outlook, expectations and others may be âforward looking statementsâ 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 Companyâs 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 during the year under review;

b. There is no requirement to conduct the valuation by the bank and no Valuation done at the time of one-time Settlement during the period under review;

c. Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from its subsidiary.

d. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

e. Your Company has not declared and approved any Corporate Action viz buy back of securities, mergers and de-mergers, split of any securities and has not failed to implement or complete the Corporate Action within prescribed timelines. However, during the period under review, the company has declared and paid dividend and issued equity shares pursuant to conversion of warrants into equity shares and issue and allot Bonus Shares to the members of the company during the period under review in compliance with the applicable laws of the Companies Act, 2013 and SEBI regulations;

f. There were no revisions in the Financial Statement and Boardâs Report.

g. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

h. Details ofunclaimed dividends have been provided as part ofthe Corporate Governance report.

i. 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 thanks 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.

Mar 31, 2018

The Directors take pleasure in presenting the 34th Annual Report together with the audited financial statements for the year ended 31st March, 2018.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

- Total revenue for the year was Rs. 16156.62 Lakhs as compared to Rs.12098.16 Lakhs increased by 33.55%

- Net Revenue from operations for the year was Rs.16097.25 Lakhs as compared to Rs.11901.47 Lakhs in the previous year, increased by 35.25%

- Profit before tax for the year was Rs.898.20 Lakhs as compared to Rs.758.84 Lakhs in the previous year, increased by 18.36%

- Profit after tax for the year was Rs.615.93 Lakhs as compared to Rs.531.70 Lakhs in previous year in the previous year, increased by 15.84%

SUMMARISED PROFIT AND LOSS ACCOUNT (Rs. in Lakhs)

Particulars	Year ended
Particulars	31.03.2018	31.03.2017
Total Revenue (Revenue from operations and other income)	16156.62	12098.16
Profit Before Tax (PBT)	898.20	758.84
Provision for Tax	(282.27)	(227.14)
Profit After Tax (PAT)	615.93	531.70
Balance brought forward from previous year	2423.88	1892.20
Less: Prior Period Taxations	0.00	(0.02)
Surplus carried to the next yearâs account	3039.81	2423.88
Earning per share (Basic and Diluted) (Amount in Rs.)	5.21	4.87

STATE OF THE COMPANYâS AFFAIRS & REVIEW OF OPERATIONS

The Company is carrying business of manufacturer, producers, processors, importers, exporters, buyers and sellers of FIBC, BOPP, Bulk Bags, Poly Tarpaulin, Woven Sacks/Bags, Box Bags, PP/HDPE Fabric, Liner and Flexible Packaging etc. from its Plants located at Pithampur, District-Dhar, (M.P) and the company is also having a solar power generating system installed in Sitamau, District-Mandsaur (M.P.) and the power generated is being used as captive consumption at its manufacturing units, hence no revenue is being generated from this segment. The Company has also started business activities relating to trading of granules as DCA cum Consignment Stockiest of OPaL and has identified it as a separate business segment.

Except that during the year under review, there has been no change in the nature of the business activities of the Company.

UPDATES ON ONGOING PROJECTS:

1. Commencement of commercial production at companyâs SEZ Unit situated at Pithampur (MP):

Commercial production at Companyâs SEZ Unit situated at Indore Special Economic Zone, Plot No. 15 to 18, Phase-1, Sector-III, Pithampur (MP); has been successfully commenced w.e.f. 22nd April, 2018 with revised estimated total cost of Rs.3,460 Lakhs and the company has expanded operations at its existing Unit SEZ situated at Pithampur (MP); through capacity addition of 3,900 MT p.a. and setting up of complete manufacturing facilities by installation of Tape Line and Looms with clean room facilities for manufacturing of Food Grade FIBC Bags. The total production capacity (all units) of the company has been increased from 13,100 MT p.a. to 17,000 MT p.a.

2. Appointment as Training Partner/PIA under DDU-GKY for Skill Development, Training and Placement Programme of MoRD (Govt. of India):

Company has been appointed as Project Implementing Agency (PIA)/Training Partner and assigned the work of execution and implementation of the skill development programme under Deen Dayal Upadhyaya Grameen Kaushalya Yojana (DDU-GKY), a skill development and placement initiative of the Ministry of Rural Development (MoRD), Government of India. It is a part of the National Rural Livelihood Mission (NRLM) - tasked with the dual objectives of adding diversity to the incomes of rural poor families and caters to the career aspirations of rural youth. Total 1,540 candidates belonging to rural areas of various districts of Uttar Pradesh will be covered under this project and will be provided industrial and job oriented training by the company at training centre established for the purpose at Nawabganj, District- Gonda (UP). This move will help the company to get better trained workers for its operations.

CREDIT RATING:

CRISIL Limited vide their letter number CSBL/203924/BLR/071801126 dated 27th July, 2018; has reviewed and reaffirmed the following ratings to the bank loan facilities of ''. 71.50 Crores availed by the Company:

Total Bank Loan Facilities Rated	Rs.71.5 Crore (Enhanced from Rs.62.55 Crore)
Long Term Rating	CRISIL BBB/Stable (Reaffirmed)
Short-Term Rating	CRISIL A3 (Reaffirmed)

The aforesaid rating is valid till 31st March, 2019.

DIVIDEND

To strengthen the financial position and funding to the ongoing projects of the Company, no dividend is recommended by the Board for the Financial Year 2017-18. (Previous year Nil)

DIRECTORSâ 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. that in the preparation of the annual accounts for the year ended 31st March, 2018, 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 of the Company as at 31st March, 2018.

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, 2018 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

During the year under review the company has not transferred any amount to the general reserves. However the Company has transferred Rs.30.00 Lakhs received as Capital Subsidy to Capital Reserve during the year under review. (In previous year, your company has transferred Security Premium of Rs.406.53 Lakhs (net of after writing off public issue expenses of'' 40.35 Lakhs)

FINANCE

Cash and Cash equivalent as at 31st March, 2018 is Rs.269.73 Lakhs (Previous year Rs.26.27 Lakhs).Your Company continues to focus on management of its working capital, Receivables, inventories and other working capital parameters are kept under continuous monitoring.

Cash & Cash equivalents as at 31st March, 2018 includes Rs.246.47 Lakhs received as advance in the form of aid from Government to carry out skill development and placement project under DDU-GKY which is kept in current account.

Your directors place on record their appreciation to Bank of India, Bank of Baroda and HDFC Bank Limited, bankers of the Company for providing timely support for short term and long term financial requirements of the company.

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, 2018. 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loan and guarantees and also not made any investment pursuant to Section 186 of the Companies Act, 2013.

CSR INITIATIVES

In view of the profits and turnover of the company, your Company was required to undertake CSR projects during the year 2017-18 under the provisions of section 135 of the Companies Act, 2013 and the rules made their under. As part of its initiatives under âCorporate Social Responsibility (CSR)â, the Company has undertaken various activities, which are in accordance with CSR Policy of the Company and Schedule VII of the Companies Act, 2013.The Annual Report on CSR activities is annexed herewith as âAnnexure Aâ.

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 contractorsâ 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 Companyâs objectives to ensure âZero Harmâ.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âActâ) and Rules made thereunder, your company has constituted Internal Complaints Committees (ICC). 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 pending at the beginning of F.Y. 2017-18	No. of complaints filed during the F.Y. 2017-18	No. of complaints pending as at the end of F.Y. 2017-18
Sexual Harassment	Nil	Nil	Nil

Since, there is no complaint 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.

MAINTENANCE OF COST RECORDS :

The company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

RISK MANAGEMENT POLICY AND INTERNAL CONTROL ADEQUACY

The Company is operating 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 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 of the company also affect the business operations of the Company.

1. 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.

2. 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 âAnnexure Bâ and are also posted on the website of the Company. (Link - http://comsyn.com/wp-content/uploads/2017/10/CSBL Vigil-Mechanism-Whistle-Blower-Policy.pdf)

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE OF THE COMPANY

The Company does not have any subsidiary, associate or joint venture during the financial year 2017- 18 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 31,14,000 equity shares representing 26.35% of total paid up equity share capital of the Company as on 31st March, 2018.

BOARD OF DIRECTORS, THEIR MEETINGS & KMPs

1. 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 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.

2. Board Independence

Our definition of âIndependenceâ of Directors is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The Company is having following independent directors;

1. Mr. Hitesh Mehta

2. Mr. Neetesh Gupta (From 20.06.2015 to 10.05.2017)

3. Mr. Milind Mahajan (w.e.f. 10.05.2017)

4. Mr. Chintan Pushpraj Singhvi

As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years and shall not be liable to retire by rotation.

3. 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.Further that 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 2017-18.

4. Directors liable to retire by rotation

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr.Virendra Singh Pamecha, Whole Time Director (DIN:07456367) of the Company is liable to retire by rotation at ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends to pass necessary resolutions for approval of the members as set out in the notice of the annual general meeting.

5. Changes in Directors and Key Managerial Personnel

Mr. Anil Choudhary, Chairman & Managing Director, Mrs. Ranjana Choudhary, Whole Time Director, Mr. Virendra Singh Pamecha, Whole Time Director, Mr. Ravindra Choudhary, CEO, Mr. Abhishek Jain, CFO and CS Megha Parmar, 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 and Key Managerial Personnel during the Financial Year 2017-18 except the following:

1. The tenure of Mrs. Ranjana Choudhary (DIN: 03349699), Whole Time Director was expired on 31st May, 2017, therefore, upon the recommendation of Nomination and Remuneration Committee, the Board of Directors at their meeting held on 9th March, 2017 has re-appointed her for a further term of 5 (Five) years w.e.f. 1st June, 2017. Her appointment was also approved by the members at their 33rd Annual General Meeting held on 22nd September, 2017.

2. Mr. Neetesh Gupta (DIN: 06689342), Independent Director has resigned from the Board w.e.f. 10th May, 2017 vide his resignation letter dated 2nd May, 2017. The Board of Directors at their meeting held on 10th May, 2017 accepted his resignation.

3. Upon the recommendation of Nomination and Remuneration Committee of the Board, the Board of Directors at their meeting held on 10th May, 2017 has appointed Mr. Milind Mahajan (DIN:00155762) as Additional Director under the category of Independent Director for a term of 5 (Five) years w.e.f. 10th May, 2017. His appointment was also approved by the members at their 33rd Annual General Meeting held on 22nd September, 2017.

6. 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 meeting is given well in advance to all the Directors. Meetings of the Board are held in Indore, at the Registered Office. The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the 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 2017-18 viz.,10th May, 2017; 29th May, 2017; 4th August, 2017; 8th November, 2017; 28th February, 2018.The maximum interval between any two meetings did not exceed 120 days.

7. 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 8th November, 2017 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 itsâ Committees which is necessary to effectively and reasonably perform and discharge their duties.

COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Policy of the Company on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), uploaded on companyâs website (Link -http://comsyn.com/wp-content/uploads/2018/08/RevisedNOMINATION-AND-REMUNERATION-POLICY-2-1.pdf.)

Due to changes in the Regulation 19 of the SEBI (LODR) Regulations, 2015 and section 178 of the Companies Act, 2013, the Committee amended the Nomination and Remuneration Policy in compliance with these amendments and same was approved and adopted by the Nomination & Remuneration Committee and Board w.e.f. 2nd August, 2018.

1. 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.

COMMITTEES OF THE BOARD

The Company has following five Committees:

(a) Audit Committee:

The Company has constituted Audit Committee as per requirement of section 177 of the Companies Act 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR) Regulations, 2015 and Companies Act, 2013.The constitution of the Audit Committee was approved by the Board of Directors and was re-constituted as per requirements. The Audit Committee comprises of the following Directors of the Company:

S. No.	Name of director	Nature of Directorship	Designation in the Committee
1.	Mr. Hitesh Mehta	Independent Director	Chairman
2.	Mr. Neetesh Gupta (till 10th May, 2017)	Independent Director	Member
3.	Mr. Milind Mahajan (w.e.f. 10th May, 2017)	Independent Director	Member
4.	Mr. Anil Choudhary	Chairman & Managing Director	Member

(b) Nomination and Remuneration Committee:

The Company has constituted a Nomination and Remuneration Committee in accordance with section 178 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The constitution of the Nomination and Remuneration Committee was approved by a Meeting of the Board of Directors and was re-constituted as per requirements. The Nomination and Remuneration Committee comprises of the following Directors of the Company:

S. No.	Name of director	Nature of Directorship	Designation in the Committee
1.	Mr. Hitesh Mehta	Independent Director	Chairman
2.	Mr. Neetesh Gupta (till 10th May, 2017)	Independent Director	Member
3.	Mr. Milind Mahajan (w.e.f. 10th May, 2017)	Independent Director	Member
4.	Mr. Chintan Singhvi	Independent Director	Member

The Company has constituted a shareholder/investors grievance committee ("Stakeholders Relationship Committee")to redress complaints of the shareholders. The Committee was constituted by the Board and was re-constituted on need basis. The Stakeholdersâ Relationship Committee comprises the following Directors:

S. No.	Name of director	Nature of Directorship	Designation in the Committee
1.	Mr. Neetesh Gupta (till 10th May, 2017)	Independent Director	Chairman
2.	Mr. Milind Mahajan (w.e.f. 10th May, 2017)	Independent Director	Chairman
3.	Mr. Hitesh Mehta	Independent Director	Member
4.	Mr. Anil Choudhary	Chairman & Managing Director	Member

(d) Corporate Social Responsibility (CSR) Committee:

Company has constituted a CSR Committee in accordance with the provisions of section 135of Companies Act, 2013. The constitution of the CSR Committee was approved by a meeting of the Board and was re-constituted as per requirements. The CSR Committee comprises the following Directors:

S. No.	Name of director	Nature of Directorship	Designation in the Committee
1.	Mr. Anil Choudhary	Chairman & Managing Director	Chairman
2.	Mr. Hitesh Mehta	Independent Director	Member
3.	Mrs. Ranjana Choudhary	Whole Time Director	Member

(e) Borrowing Committee:

Board of Directors has voluntarily constituted Borrowing Committee of the Board and powers of Borrowing under section 179(3)(d) of the Companies Act, 2013 were delegated to the said committee. This Committee comprises the following directors:

S. No.	Name of director	Nature of Directorship	Designation in the Committee
1.	Mr. Anil Choudhary	Chairman & Managing Director	Chairman
2.	Mrs. Ranjana Choudhary	Whole Time Director	Member
3.	Mr. Virendra Singh Pamecha	Whole Time Director	Member
4.	Mr. Hitesh Mehta	Independent Director	Member

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year 2017-18 were on Armâs Length Basis and were in the Ordinary Course of business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions were approved by the Audit Committee on omnibus basis or otherwise by the Board. The transactions entered into by the company are audited. The Company has developed Related Party Transactions Policy, Standard Operating Procedures for purpose of identification and monitoring of such transactions.

Due to changes in the Regulation 23 of the SEBI (LODR) Regulations, 2015, the Audit Committee and Board has adopted amended RPT Policy w.e.f. 2nd August, 2018 and same is available on the Companyâs website (Link-http://comsyn.com/wp-content/uploads/2018/08/Revised-RPT-Policy.pdf).

Requirement of Form AOC-2 for annexed with the Board Report is not applicable on the company during the year 2017-18.

SIGNIFICANT AND MATERIAL ORDERSPASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

AUDITORS, THEIR REPORT & COMMENTS BY THE MANAGEMENT

1. Statutory Auditors

M/s Gupta & Ashok, Chartered Accountants, (ICAI Firm Registration No. 02254C), the Statutory Auditors were appointed for a term of consecutive 5 (Five) years at 30thAnnual General Meeting of the Company held on 30th September, 2014. As per the provisions of section 139 of the Companies Act, 2013, the appointment of Auditors was required to be ratified by Members at every Annual General Meeting; however in accordance with amendment made to section 139 vide Companies Amendment Act, 2017, enforced on 7th May, 2018, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. However, the company proposes to ratify their appointment at ensuing AGM as per terms of their original appointment and they will continue till the conclusion of 35th Annual General Meeting to be held in the year 2019.

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.

2. 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 to undertake the Secretarial Audit of the Company for the year, 2017-18. The Report of the Secretarial Auditors in Form MR-3 is annexed herewith as âAnnexure Câ 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 some delay in filing of the 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 42.00 Lakhs is the Un-spent amount towards Corporate Social Responsibility by the company as required under section 135 of the Act.

Management Comments: Company could not spend the remaining balance un-spent amount as the Company was in the process of identification of the suitable Projects and place for proper utilization of the CSR amount and need more time for verification of various proposal received from Implementing Agencies. Company is fully committed & dedicated towards its Social Responsibility. The company will endeavor to spend the unspent amount in the financial year 2018-19.

3) Penalty was confirmed on the Company as well as on Shri Virendra Singh Pamecha by the order of CESTAT dated 15.01.2018 u/s 114 and 125 of the Customs Act, 1962 due to confiscation of goods for furnishing wrong bill of Export and the same is already paid by the concerned.

Management Comments: The goods were confiscated by the adjudicating authority and a fine of Rs.1,89,960/- was imposed on the company. A nominal duty involvement of Rs.23,479/- on additional supply was due to mis-declaration of the goods which was genuine mistake at the time of making the documents and there was no malafide intention or suppression of any material fact. Also, the goods wrongly dispatched by the company were finally exported out of India. The company has got substantial relief from Central Excise and Service Tax Appellate Tribunal against the order passed by Commissioner (Appeals), Customs, Central Excise & Service Tax, Bhopal. The company has deposited duty amount of Rs.23,479 along with interest and penalty amounting to Rs.53,479/-. Mr. Virendra Singh Pamecha has paid penalty of Rs.23,479/-.

The Board of Directors at their Meeting held on 26th May, 2018, has re-appointed M/s Ishan Jain & Co., Practicing Company Secretaries to undertake the Secretarial Audit for Financial Year 2018-19.

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY

In terms of provision of section 134(3) (ca) of the Companies Act, 2013, there were no instances of fraud reported to the Central Government by Auditors under section 143(12) of the Companies Act, 2013. Further that during the year 2017-18 there were no instances of fraud which are not reportable under section 143(12) of the Act.

CORPORATE GOVERNANCE

The Company being listed on the SME Platform of BSE Limited, is exempted from provisions of Corporate Governance as per Regulation15 of the SEBI (LODR) Regulations, 2015. Hence no Corporate Governance Report is required to be disclosed with Annual Report. It is pertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily as a part of Good Corporate Governance.

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. (Link-http://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.

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 âAnnexure Dâ.

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

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. Except, that the company has started the commercial production at SEZ Unit situated at Indore Special Economic Zone, Plot No. 15 to 18, Phase-1, Sector-III, Pithampur (MP) at a revised estimated total cost of Rs. 3,460 Lakhs.

NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND-AS)

As per proviso to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No.G.S.R.111(E) on 16th Feb., 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirement of adoption of IND-AS w.e.f. 1stApril, 2017. As your Company is also listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1st April 2017.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as âAnnexure Eâ.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEEâS 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. The Board of Directors at their meeting held on 26th May, 2018 has adopted revised Code of Fair Disclosure Policy and Code of Conduct under the SEBI (Prohibition of Insider Trading) Regulation 2015 and amended Code/Policy were also hosted on the website of Company. (http://comsyn.com/wp-content/uploads/2018/05/CSBL Code of Fair Disclosure.pdf)

(http://comsyn.com/wp-content/uploads/2018/05/CSBL Code of Conduct for Insider under SEBI PIT 2015.pdf)

The Code requires Trading Plan, pre-clearance for dealing in the Companyâs 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. However, there were no such instances in the Company during the year 2017-18.

CAUTIONARY STATEMENT

The statements made in this Report and Management Discussion and Analysis Report relating to the Companyâs objectives, projections, outlook, expectations and others may be âforward looking statementsâ 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 Companyâs operations that may be, due to change in government policies, global market conditions, foreign exchange fluctuations, natural disasters etc.

ACKNOWLEDGMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and cooperation extended by them. The Directors also acknowledge support of the BSE Ltd., NSDL, CDSL, Registrar &Share Transfer Agent and all other stakeholders of the Company viz. customers, members, dealers, vendors, bankers 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.

For and on behalf of the Board

Place: Indore

Date: 2nd August, 2018

Anil Choudhary

Chairman & Managing Director

DIN: 00017913

Mar 31, 2016

To,

The Members

Commercial Syn Bags Limited

The Directors take pleasure in presenting the 32^ndAnnual Report together with the audited financial statements for the year ended March, 31 2016. The Management Discussion and Analysis Report also forms part of this report.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

- Total revenue for the year was Rs. 11782.40 Lakhs as compared to Rs.11310.54 Lakhs increased by 4.17%

- Revenue from operations for the year was Rs.11721.35 Lakhs as compared to Rs.11216.51 Lakhs in the previous year, increased by 4.50%

- Profit/(Loss) before tax for the year was Rs. 813.80 Lakhs as compared to Rs.737.74 Lakhs in the previous year, increased by 10.31%

- Profit/(Loss) after tax for the year was Rs.592.92 Lakhs as compared to Rs. 525.20 Lakhs in previous year, increased by 12.89%

SUMMARISED PROFIT AN D LOSS ACCOUNT

PARTICULARS	Year ended 31.03.2016	Year ended 31.03.2015
Total Revenue (Revenue from operations and other income)	11,782.40	11,310.54
Profit/(Loss) Before Taxation (PBT)	813.80	737.74
Provision for Tax	(220.88)	(212.54)
Profit (Loss) After Tax (PAT)	592.92	525.20
Balance brought forward from previous year	1526.83	1001.64
Less: Utilized during the year for issuing bonus shares	(217.88)	(0.00)
Less: Write off Registration fee & Stamp duty paid on increase in authorized share capital	(9.68)	(0.00)
Surplus carried to the next year''s Account	1,892.20	1,526.84

STATE OF THE COMPANY''S AFFAIRS

The Company is carrying business of manufacturer, producers, processors, importers, exporters and suppliers of FIBC, Bulk Bags, Poly Tarpaulin, Woven Sacks/Bags, Box Bags, PP/HDPE Fabric, Liner and Flexible Packaging etc. from its Plants located at Pithampur, District Dhar, (M.P). During the year under review the Company has introduced a new product category namely printed laminates for flexible packaging and installed flexible packaging machines;

1. Roto Gravure Printing Machine,

2. Solvent less/Solvent base combi Machine,

3. Slitting Machines,

4. Pouch Machine, which are used for printing, lamination and pouching on films. These printed pouches or rolls are then used as packaging materials in the packaging industry.

During the year under review, there has been no change in the nature of the business of the Company.

NEW PROJECT:

In Current Financial Year your Company is planning to expand its operations at SEZ Unit situated at Pithampur (MP) by setting up of complete manufacturing facilities by installation of Tape Line and Looms with clean room facilities for manufacturing of food grade jumbo bags. The company is already having finishing section at SEZ and now going to set up the complete facility for manufacturing of fabric, lamination and food grade jumbo bags and FIBC Bags. The Board of Directors at their meeting held on 19^th August, 2016 has approved the aforementioned expansion plan. The brief details of the capacity addition/expansion are as follows:

S. No.	Particulars	Disclosures
(a)	Existing Capacity (Total)	13100 MT
(b)	Existing Capacity utilization (Total)	11174 MT
(c)	Proposed capacity addition (Unit SEZ)	3400 MT
(d)	Period within which the proposed capacity is to be added	July 2017
(e)	Investment required	Rs. 2810.00 Lakhs
(f)	Mode of financing	Term Loan from Bank of India Rs. 1900.00 Lakhs and Own Contribution Rs. 910.00 Lakhs

DIVIDEND

To strengthen the financial position of the Company, no dividend is recommended by the Board of Directors for the Financial Year 2015-16.(Previous year Nil)

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of 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. that in the preparation of the annual accounts for the year ended 31^st March, 2016, 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 the Financial Statements have been selected and applied consistently. Such 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 and of Profit of the Company for the financial year ended on March, 31^st 2016;

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 are 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 31^st March, 2016 was Rs. 862.54 Lakhs divided into 86,25,400 equity shares of Rs. 10/- each. During the year under review; the Authorized Capital of the Company was increased from Rs.225.00 Lakhs divided into 22,50,000 Equity Shares of Rs.10/- each to Rs. 1300.00 Lakhs divided into 130,00,000 Equity Shares of Rs.10/- each. During the year under review the Company has issued and allotted 64,69,050 fully paid-up Bonus

Equity Shares in the proportion of 3 equity shares for every 1 share held by the members and made allotment of bonus shares on 26^th March, 2016 to the existing shareholders by capitalization of a sum of Rs. 646.91 Lakhs resulting the paid up capital of the Company increased from Rs. 215.64 Lakhs to Rs. 862.54 Lakhs. The Company has not issued shares with differential voting rights or granted stock options or sweat equity.

PUBLIC ISSUE OF THE EQUITY SHARES:

Your Directors are pleased to inform that the Company has issued prospectus to the general public on 23^rd June, 2016 for making public issue of 31.92 Lakhs Equity Shares of Rs. 10/- each at a premium of Rs. 14/- per share aggregating Rs. 766.08 Lakhs and the issue was successfully oversubscribed by 6.76 times and has made allotment of 31,92,000 equity shares on 12^th July, 2016 and the company''s entire post issue capital of Rs. 1,181.74 Lakhs divided into 1,18,17,400 Equity Shares of Face Value of Rs. 10/- each were listed at the BSE SME Platform on 14^th July, 2016.

Utilization of the public issue proceeds:

The Company has generated funds of Rs. 766.08 Lakhs for the purposes and objects to make repayment of the secured and unsecured loans and working capital needs as per the prospectus dated 23^rd June, 2016. The Company submits the following statements towards the utilization of the issue proceeds as under:

S. No.	Purpose/objects for raising of funds through public issue	Amount raised in public issue (Rs. In lakhs)	Utilized till 30^th August, 2016	Remarks
1	Repayment of secured and unsecured loans	402.76	402.76*	-
2	Working capital requirements	313.32	313.32	-
3	Issue expenses	50.00	47.12	Issue Expenses incurred till 30^th August, 2016 do not include the bills/invoices which are not checked/ verified and are pending for payment.
	Total	766.08	763.20

*The amount utilized till 30th August, 2016 includes the payment of installment for the Term Loan taken from Bank of India of Rs. 1490000 on 30th June, 2016 which occurs after the filing of Prospectus but before the receipts of proceeds after the closing of the issue. We had mentioned this in the prospectus under the heading Objects of the Issue on page no. 118 as "We may repay the above loans, before we obtain proceeds from the Issue, through other means and source of financing, including bridge loan or other financial arrangements, which then will be repaid from the proceeds of the Issue."

Your directors place on record their sincere thanks to all the investors for placing their confidence in the working and management of the Company.

Your directors also place on record their sincere thanks to the SEBI, BSE Ltd., Lead Manager to the Issue M/s Pantomath Capital Advisors Pvt. Ltd., Registrar to the Issue M/s Bigshare Services Pvt. Ltd., CSDL, NSDL and all the agencies involved for their valuable services and guidance extended to the Company for success of the public issue.

CHANGE IN THE NAME OF THE COMPANY

The Name of Company has been changed from Commercial Syn-Bags Limited to Commercial Syn Bags Ltd. by the special resolution passed at the Extra Ordinary General Meeting held on 15^th March, 2016 and the Company has obtained a fresh certificate of incorporation to effect the change in name from the Registrar of Companies on 18^th May, 2016.

Further that in view of the Company''s shares were listed at BSE under SME Platform, the Company is in the process to get modification in the CIN U25202MP1984PLC002669 to have status of listed company in MCA database.

TRANSFER TO RESERVES

During the year under review the company has not transferred any amount to the general reserves. However, the Company has transferred Rs. 15.00 Lakhs received as Capital Subsidy to Capital Reserve during the year 2015-16. (Previous year the Company has transferred Rs.30.00 Lakhs received as Capital Subsidy to Capital Reserve and Rs. 73.80 Lakhs to Securities Premium Reserve).

During the year under review the Company has utilized the amount of reserves to the extent of Rs. 646.91 Lakhs for the purpose of issuance of bonus shares. Further that the Company has received share premium amount of Rs. 446.88 Lakhs in the public issue of 31,92,000 equity shares of Rs. 10/- each at a premium of Rs. 14/- per share allotted on 12^th July, 2016.

FINANCE

Cash and cash equivalent as at 31st March, 2016 is Rs. 26.27 Lakhs (Previous year Rs. 41.53 Lakhs). Your Company continues to focus on management of its working capital. Receivables, inventories and other working capital parameters are kept under continuous monitoring.

The Company has also obtained approval for the financing of the proposed new project for expansion of SEZ Unit by way of Term Loan amounting to Rs. 1900.00 Lakhs from Bank of India. The Company would be able to meet out its financial requirements for the short term and long term working capital as well as expansion plans.

Your directors place on record their appreciation to the Bankers of the Company Bank of India and Bank of Baroda for providing timely financial support.

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 31^st March, 2016. 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loan and guarantee and also not made any investment pursuant to Section 186 of the Companies Act, 2013.

CSR INITIATIVES

In view of the profits and turnover of the company, your Company was required to undertake CSR projects during the year 2015-16 under the provisions of section 135 of the Companies Act, 2013 and the rules made their under. As part of its initiatives under "Corporate Social Responsibility" (CSR), the Company has undertaken some activities, which are in accordance with Schedule VII of the Companies Act, 2013. The Annual Report on CSR activities is annexed herewith as "Annexure A".

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review the Company has not received any complaint. The management of the company endeavors to provide safe environment for the female employees of the company.

RISK MANAGEMENT POLICY AND INTERNAL CONTROL ADEQUACY

The Company is operating in manufacturing and supply of FIBC, woven sacks, Bulk Bags, Poly Tarpaulin, PP/HDPE Fabric, Linear 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 process and clearance etc as may be decided by the concerning State Government. Further, general market conditions relating to the demand, supply, price relating to the products 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, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Further that the Independent Auditors has also furnished a report which is annexed with the Auditors Report.

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 is also posted on the website of the Company.

(Link-http://www.comsyn.com/wp-content/uploads/2016/37/CSBL Vigil-Mechanism-Whistle-Blower-Policy.pdf )

SUBSIDIARY, ASSOCIATE AND JOI NT VENTURE AN D AUDITED FINANCIAL STATEMENTS OF THE COMPANY

The Company does not have any subsidiary, associate or joint venture during the year 2015-16 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, your Company is an associate of Super Sack Private Limited during Financial Year 2015-16, which is holding about 36.10% of the total paid up capital as on 31.03.2016.

BOARD OF DIRECTORS, THEIR MEETINGS & KMPs Composition of Board of Directors as on 31.03.2016:

Shri Anil Choudhary	Chairman & Managing Director
Smt. Ranjana Choudhary	Whole Time Director
Shri Virendra Singh Pamecha	Whole Time Director
Shri Hitesh Mehta	Independent Director
Shri Neetesh Gupta	Independent Director
Shri Chintan Pushpraj Singhvi	Independent Director

Independent Directors

As per provisions of the Companies Act, 2013, Shri Hitesh Mehta (DIN: 00427646) and Shri Neetesh Gupta (DIN: 06689342) were appointed as Independent Directors on the Board w.e.f 20^th June, 2015 for a term of Five years. Further Shri Chintan Pushpraj Singhvi (DIN: 07334755) was also appointed as Independent Director on the Board w.e.f. 30^th November, 2015 for a term of five consecutive years. The appointments of the aforesaid Independent directors were confirmed by the members at the AGM held on 30^th Sept., 2015 and EGM held on 15^th March, 2016 respectively. All the Independent Directors shall be eligible for re-appointment on passing of a special resolution by the Company for a second term of 5 years and shall not be liable to retire by rotation. However, in your company, none of the Independent Director is liable for re-appointment.

The Independent Directors have given declaration of Independence stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that all the independent directors fulfill the criteria as laid down under the Companies Act, 2013 during the year 2015-16 as well as the SEBI (LODR) Regulations, 2015.

Directors seeking re-appointment at the ensuing Annual General Meeting

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Smt. Ranjana Choudhary (DIN: 03349699), Whole Time Director of the Company is liable to retire by rotation and being eligible offers herself for re-appointment.

Changes in Directors and Key Managerial Personnel

The Company has Shri Anil Choudhary, Chairman & Managing Director, Smt. Ranjana Choudhary, Whole Time Director and Shri Virendra Singh Pamecha, Whole Time Director on the Board and they have been categorized as Key Managerial personnel as per the Companies Act, 2013.

Shri Anil Choudhary, (DIN: 00017913) has been re appointed as Chairman & Managing Director of the Company (liable to retire by rotation); for a period of 5 years w.e.f. 20^th February, 2016. His appointment was also approved by the Members at their Extra Ordinary General Meeting held on 15^th March, 2016.

Shri Virendra Singh Pamecha (DIN: 07456367) has been appointed as Additional & Whole Time Director, (liable to retire by rotation); of the Company for a period of 5 years w.e.f. 26^th March, 2016. His appointment was also approved by the Members at their Extra Ordinary General Meeting held on 26^th April, 2016.

CS Megha Parmar, has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. 26^th March, 2016 and designated as the Key Managerial Personnel.

Shri Ravindra Choudhary who has been working as Manager (Marketing) in the Company since last 5 years; has been designated as Chief Executive Officer and Key Managerial Personnel of the Company w.e.f. 12^th May, 2016.

Shri Abhishek Jain, who has been working as General Manager-Finance in the Company since last 10 years; has been designated as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. 12^th May, 2016.

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 3 directors are independent directors

1. Shri Hitesh Mehta : Independent Director

2. Shri Neetesh Gupta : Independent Director

3. Shri Chintan Pushpraj Singhvi : Independent Director 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 meeting is given well in advance to all the Directors. Meetings of the Board are held in Indore, at the Registered Office. The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the 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 11(Eleven) times in the Financial Year 2015-16 viz., on 20^th June, 2015; 03^rd July, 2015; 03^rd September, 2015; 17^th September, 2015; 15^th October, 2015; 26^th November, 2015; 30^thNovember, 2015; 10^th February, 2016; 18^th February, 2016; 01^st March, 2016 and 26^th March, 2016. The maximum interval between any two meetings did not exceed 120 days.

Separate Meeting of Independent Directors

As stipulated by the Code of Conduct for Independent Directors under the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 30^th November, 2015 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.

COM PANY''S POLICY ON DIRECTORS'' APPOINTM ENT AN D 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 annexed with the Report as "Annexure C"and is uploaded on company''s website (Link - http://www.comsyn.com/wp-content/uploads/ 2016/07/CSBL Nomination-and-Remuneration-Policy.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 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

The Company has following four Committees as follows:

(a) Audit Committee: The Company has constituted Audit Committee as per section 177 of the Companies Act 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; vide resolution passed at the meeting of the Board of Directors held on June 20, 2015. The terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR) Regulations 2015 and Companies Act, 2013. The Audit Committee comprises of the following Directors of the Company as on 31^st March, 2016.

Name of director	Nature of Directorship	Designation in the Committee
Shri Hitesh Mehta	Independent Director	Chairman
Shri Neetesh Gupta	Independent Director	Member
Shri Anil Choudhary	Chairman & Managing Director	Member

(b) Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee in accordance section 178 of the Companies Act, 2013. The constitution of the Nomination and Remuneration Committee was approved by a Meeting of the Board of Directors held on November 30, 2015. The Audit Committee comprises of the following Directors of the Company as on 31^st March, 2016.

Name of director	Nature of Directorship	Designation in the Committee
Shri Hitesh Mehta	Independent Director	Chairman
Shri Neetesh Gupta	Independent Director	Member
Shri Chintan Pushpraj Singhvi	Independent Director	Member

The Company has constituted a shareholder / investors grievance committee ("Stakeholders Relationship Committee") to redress complaints of the shareholders. The Stakeholders'' Relationship Committee was constituted vide resolution passed at the meeting of the Board of Directors held on March 26, 2016. The Stakeholders'' Relationship Committee comprises the following Directors as on 31^st March, 2016:

Name of director	Nature of Directorship	Designation in
		the Committee
Shri Neetesh Gupta	Independent Director	Chairman
Shri Hitesh Mehta	Independent Director	Member
Shri Anil Choudhary	Chairman & Managing Director	Member

(d) Corporate Social Responsibility Committee

Company has constituted a Corporate Social Responsibility Committee in accordance section 135 of Companies Act, 2013. The constitution of the Corporate Social Responsibility was approved by a meeting of the Board of Directors held on April 15, 2014 and reconstituted by the board of Directors at their Meeting held on June 20, 2015. The Corporate Social Responsibility Committee comprises the following Directors as on 31^st March, 2016:

Name of director	Nature of Directorship	Designation in the Committee
Shri Anil Choudhary	Chairman & Managing Director	Chairman
Shri Hitesh Mehta	Independent Director	Member
Smt. Ranjana Choudhary	Whole Time Director	Member

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial Year were on Arm''s Length Basis and were in the Ordinary Course of business. There are no materially significant Related Party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were approved by the Audit Committee and the Board. The transactions entered into by the company are audited. The Company has developed Related Party Transactions manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy of Related Party Transactions as approved by the Board is available on the Company''s website (Link - http:// www.comsyn.com/wp-content/uploads/2016/37/CSBL Policy-for-Related-Party-Transactions.pdf).The company has done Related Party Transaction in the ordinary course of business and which are on Arms'' Length Basis and which are not material in nature and hence the requirement of Form AOC-2 is not applicable on the company.

SIGNIFICANT AND MATERIAL ORDERSPASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

AUDITORS, THEIR REPORT & COMMENTS BY THE MANAGEMENT:

Statutory Auditors

M/s Gupta & Ashok, Chartered Accountants, Statutory Auditors were appointed for a term of 5 years at the Annual General Meeting of the Company held on 30^th Sept., 2014 and they have confirmed their eligibility under Section 141(3)(g) of the Companies Act, 2013 and the rules framed hereunder for ratification of appointment as Statutory Auditors of the Company. As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

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.

Secretarial Audit

The equity shares of the Company have been listed on SME Platform of BSE Limited w.e.f 14^th July, 2016. The turnover and the paid up capital of the company as on March 31, 2016 were below the applicability criteria for secretarial audit as prescribed under the Companies Act, 2013 and rules made there under. In view of the same secretarial audit under section 204 of the Companies Act, 2013 was not applicable on the Company during the year under review.

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY

In terms of the provisions of section 134(3)(ca) of the Companies Act, 2013, there were no frauds committed against the Company and persons who are reportable under section 141(12) by the Auditors to the Central Government. Also, there were no non-reportable frauds during the year 2015-16.

CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform of BSE Limited, is exempted from provisions of corporate governance as per Regulation 15 of SEBI (LODR) Regulations, 2015. Hence no Corporate Governance Report is required to be disclosed with Annual Report. It is pertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily.

CODEOFCONDUCT

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 which is applicable with effect from the date of listing of the Company i.e. 14^th July, 2016 and same has been hosted on the website of the company.(http://www.comsyn.com/wp-content/uploads/2016/08/CSBL Code-of-Conduct-for-BODKMPs-Senior-Management .pdf)

CONSOLIDATED FINANCIAL STATEMENTS

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGS 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 D".

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

Except that as stated in the relevant places, the material changes, development, from the 31st March, 2016 till the date of this Boards Report, there are no material changes which may affect the financial position of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure E".

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE''S REMUNERATION AND PARTICULARS OF EMPLOYEES

Details 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, in accordance with the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendment thereof. 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

The Provisions of SEBI (Prohibition of Insider Trading) Regulation, 2015; were not applicable on the Company during Financial Year 2015-16. However the Company has adopted Code of Conduct under SEBI (Prohibition of Insider Trading) Regulation, 2015 which is applicable with effect from date of listing of the Company i.e. 14^th July, 2016 and same has been hosted on the website of the company.

SECRETARIAL STANDARDS OF ICSI

The Secretarial Standards as specified by the Institute of Company Secretaries of India for Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1^stJuly 2015. The Company is in compliance with the same.

ACKNOWLEDGEMENTS

Your Directors thank 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 the BSE Ltd. Lead Manager, Share Transfer Agent and other intermediatories of the Public Issue of the Company and also to all stakeholders of the Company viz. customers, members, dealers, vendors, bankers 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.

For and on behalf of the Board

Place : Indore Anil Choudhary

Date : 30^th August, 2016 Chairman & Managing Director

DIN : 00017913

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Commercial Syn Bags Ltd. குறித்த கூடுதல் தகவல்களை

Commercial Syn Bags Ltd. டூல்ஸ்
பல்க் டீல்ஸ்
Commercial Syn Bags Ltd. நிறுவன தகவல்கள்
நிறுவன சுயவிவரம்
நிறுவன வரலாறு
நிர்வாக குழு
மூலதன வடிவம்
புராடெக்ட் மிக்ஸ்
வங்கியாளர்/தணிக்கையாளர்/பதிவாளர்
நிறுவன வரலாறு
போனஸ்
மும்பை பங்குச் சந்தையில் விலை வரலாறு
என்எஸ்இ விலை வரலாறு
Commercial Syn Bags Ltd. முக்கிய நிதியில் விகிதங்கள்
விகிதங்கள்
Commercial Syn Bags Ltd. முடிவுகள்
காலாண்டு முடிவுகள்
அரையாண்டு முடிவுகள்
9 மாத முடிவுகள்
வருடாந்திர முடிவுகள்
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தணிக்கை முடிவுகள்
பணப்பாய்வு
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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%

Commercial Syn Bags Ltd.-இன் இயக்குநர் அறிக்கை

(Rs. In Lakhs except EPS)

HIGHLIGHTS OF FINANCIAL PERFORMANCE ON STANDALONE BASIS

COMPANYâS AFFAIRS& REVIEW OF OPERATIONS

CREDIT RATING

DIVIDEND

DIRECTORSâ RESPONSIBILITY STATEMENT

CAPITAL STRUCTURE AND LISTING AT STOCK EXCHANGE

CHANGES IN RESERVES

FINANCE

DEPOSITS

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

CSR INITIATIVES

OCCUPATIONAL HEALTH & SAFETY (OH&S)

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

RISK MANAGEMENT POLICY AND INTERNAL CONTROL

INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS

VIGIL MECHANISM/WHISTLE BLOWER POLICY

PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

BOARD OF DIRECTORS, THEIR MEETINGS & KMPs

Constitution of the Board

Board Independence

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year

DECLARATION BY THE INDEPENDENT DIRECTORS

Director liable to retire by rotation seeking re-appointment:

Executive Directors and Key Managerial Personnel and their changes

MEETINGS OF THE BOARD

Separate Meeting of Independent Directors

COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

ANNUAL EVALUATION BY THE BOARD

COMMITTEES OF THE BOARD

RELATED PARTY TRANSACTIONS

SIGNIFICANT AND MATERIAL PASSED BY THE REGULATORS OR COURTS

AUDITORS, THEIR REPORT AND COMMENTS BY THE MANAGEMENT Statutory Auditors & Their Report

Secretarial Auditors & Their Report

Cost Auditors and Records

DISCLOSURE FOR FRAUDS REPORTED BY THE AUDITORS

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS

CODE OF CONDUCT

CONSOLIDATED FINANCIAL STATEMENTS

CONSERVATIONOF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

ANNUAL RETURN

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEEâS REMUNERATION AND PARTICULARS OF EMPLOYEES.

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

INDUSTRIAL RELATIONS

CHANGE IN THE NATURE OF BUSINESS, IF ANY

BUSINESS TRANSFER

PREVENTION OF INSIDER TRADING

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS.

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

CAUTIONARY STATEMENT

GENERAL

ACKNOWLEDGEMENTS

Commercial Syn Bags Ltd. குறித்த கூடுதல் தகவல்களை

Commercial Syn Bags Ltd. டூல்ஸ்

Commercial Syn Bags Ltd. நிறுவன தகவல்கள்

நிறுவன வரலாறு

Commercial Syn Bags Ltd. முக்கிய நிதியில் விகிதங்கள்

Commercial Syn Bags Ltd. முடிவுகள்

Commercial Syn Bags Ltd. நிதியியல் தகவல்கள்

Commercial Syn Bags Ltd. அறிக்கை

Commercial Syn Bags Ltd. கார்ப்பரேட் அறிவிப்புகள்

COMPANYâS AFFAIRS& REVIEW OF OPERATIONS

DIRECTORSâ RESPONSIBILITY STATEMENT

COMPANYâS POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEEâS REMUNERATION AND PARTICULARS OF EMPLOYEES.