Commercial Syn Bags Ltd

To,

The Members of,

Commercial Syn Bags Limited

Your directors take pleasure is presenting the 40th Annual Report along with the Audited Standalone and Consolidated Financial Statements for the year ended 31st March, 2024.

HIGHLIGHTS OF FINANCIAL PERFORMANCE ON STANDALONE BASIS

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

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

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

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)

COMPANY'S 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 of the company is as follows:

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 of the Company. (P.Y.: Rs. Nil)

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of the knowledge and belief and according to the information and explanations obtained by them, your Directors confirms the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. In the preparation of the annual financial statements for the year ended March 31, 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 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 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 of the 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 of the 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.

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 "Corporate Social Responsibility" (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 of the Companies Act, 2013.The Annual Report on CSR activities is annexed herewith as "Annexure A".

OCCUPATIONAL HEALTH & SAFETY (OH&S)

This initiative involved positive engagement of personnel on plant at every level. With regard to contractor safety, the two key focus

areas identified were:

Facility Management for the contractors' employees

The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labor such as

washrooms with bathing facilities, rest rooms, availability of drinking water etc.

Equipment, Tools & Material Management.

The Equipment, Tools & Material Management program ensured that the tools used by the contractors were safe. The process of screening of contractors was made more stringent to ensure that the contractors were aligned with the Company's objectives to ensure

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy for prevention of Sexual Harassment at the workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013("SHOW"). As per the requirement of the "SHOW" and Rules made thereunder, your company has constituted Internal Complaints Committees (ICC). All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Internal Complaints Committee comprises of the following:

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:-

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

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 of the Company.

INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Company has

appointed Internal Auditors and the scope and authority of the Internal Audit (IA) function is defined in the procedure and appointment letter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit

Committee of the Board.

Based on the report of internal audit and process, the company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon, if any, are presented to the Audit Committee of the Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Vigil Mechanism/Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy are annexed to the Board Report as "Annexure B" and are also posted on the website of the 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) "Comsyn India Private Limited" 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 of the financial statements of the Company's subsidiary in Form AOC-1 is annexed herewith as "Annexure-C."

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 of the 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 ‘Independence' of Directors or Regulation is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and section 149(6) of the Companies Act, 2013. The Company is having total 6 (Six) Directors in the Board out of them the following 3 (Three) directors are Independent Directors during the period under review:

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

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 2023-24. All the Independent Directors are continuing their registration with the Independent Directors' 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 13th 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 its' Committees which is necessary to effectively and reasonably perform and discharge their duties.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director and other matters provided under section 178(3), is uploaded on company's website,https://comsyn.com/wp-content/uploads/2021/12/RevisedNOMINATION-AND-REMUNERATION-POLICY-2-1.pdf

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of directors comprises of the following key areas: i. Attendance of Board Meetings and Board Committee Meetings. ii. Quality of contribution to Board deliberations. iii. Strategic perspectives or inputs regarding future growth of company and its performance. iv. Providing perspectives and feedback going beyond the information provided by the management. v. Commitment to shareholder and other stakeholder interests.

The evaluation involves self-evaluation by the Board Member and subsequently assessment by the Board of directors. A member of

the Board will not participate in the discussion of his/her evaluation.

COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the

following Five (5) committees:

(a) Audit Committee;

(b) Nomination and Remuneration Committee;

(c) Stakeholders' Relationship Committee;

(d) Corporate Social Responsibility Committee (CSR); and

(e) Corporate Compliance Committee.

A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report. Apart from the above committees, the company is also having an Internal Compliant Committee constituted as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) that were entered into during the Financial Year 2023-24 were on Arm's Length Basis and were in the Ordinary Course of business. There were certain material RPT as specified in section 188(1)(f) of the Companies Act, 2013 for which prior approval of members in the Annual General Meeting held on 30th September, 2021 was obtained. Form AOC-2 is enclosed as "Annexure D" 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 of the 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 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 conclusion of 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.

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 of this 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 "Annexure E" of this report.

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

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 2024-25.

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 of the 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

ANNUAL RETURN

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31st March, 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 EMPLOYEE'S REMUNERATION AND

PARTICULARS OF EMPLOYEES.

Pursuant to provision of Section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 and the details of Top 10 employees given in the "Annexure G."

Employees drawing remuneration in excess of Rs. 102.00 Lakhs or more per annum, or Rs. 8.50 Lakhs per month for the part

of the year

During the year, none of the employees received remuneration in excess of Rs. 102.00 Lakhs (Rs.One Crore Two Lakhs or more per annum), or Rs. 8.50 Lakhs (Rs. Eight Lakhs Fifty Thousand per month for the part of the year), in accordance with the provisions of section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

There are two employees who are drawing remuneration in excess of the remuneration of Whole Time Director of the Company and

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

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

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company and amended Code/Policy were also hosted on the website of Company.

The Code requires Trading Plan, pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS.

The Company has in place a Familiarization Program for Independent Directors to provide insights into the company to enable the

Independent Directors to understand its business in depth and contribute significantly to the company's success. The Company has devised and adopted a policy on Familiarization Program for Independent Directors and is also available at the company's website at

https://comsyn.com/wp-content/uploads/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 Company's objectives, projections, outlook, expectations and others may be "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors could make difference to the Company's operations that may be, due to change in government policies, global market conditions, foreign exchange fluctuations, natural disasters etc.

GENERAL

Your Directors state that during the year under review:

a. The company has not filed any application or there is no application or proceeding pending against the company under the

Insolvency and Bankruptcy Code, 2016;

b. There is no requirement to conduct the valuation by the bank and no Valuation done at the time of one-time Settlement. c. Neither the Managing Director nor Whole-time Directors receives any remuneration or commission from its subsidiary. d. The Company has complied with the applicable Secretarial Standards as prescribed under the Companies Act, 2013.

e. Your Company has not declared and approved any 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 Board's Report. g. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme. h. Details of unclaimed dividends have been provided as part of the 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.

For and on behalf of the Board