Your Directors have pleasure in presenting the 10thAnnual Report on the business and operations ofthe Company and the Audited Accounts for the Financial Year ended 31stMarch, 2024.
[Rupees in Lacs]
2023-2024
2022-2023
Revenue from Operations
3187.7
2014.69
Other Income
13.73
30.48
Total Revenue
3201.43
2045.17
Less: Expenses before Interest and Depreciation
Less: (a) Interest
0.68
4.95
(b) Depreciation
38.13
46.13
Other Expenses
3126.42
1970.27
Profit before Tax & Extra Ordinary Items
36.20
23.82
Less : Prior period expenses
-
Less: Prior year’s Income Tax Adjustment
0.007
Profit Before Tax
23.81
Less: Tax Expenses
Current T ax
Deferred T ax
3.10
6.02
Profit after Tax
39.30
29.84
EPS
1.13
0.86
Your Directors have retained the reserves and surplus as they have plans for expansion anddiversification of Business. The Company is in the growth stage and so it is better to retain itsReserves and Surplus and reinvest to support the expansion and diversification plans.
The Company earned operational income of Rs. 3187.70 lacs compared to Rs. 2014.69 lacsfor the previous year. The other income is Rs. 13.73 lacs compared to Rs. 30.48 lacs in theprevious year.
No material changes and commitments affecting the financial position of the Company haveoccurred between the end of the financial year of the Company to which the financial statementrelates and the date of the Board Report, other than the effects of global pandemic on business
The information pertaining to conservation of energy, technology absorption, Foreign exchangeEarnings and outgo as required under Section 134(3) of the Companies Act, 2013 read withRule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as under:
Steps taken / impact on conservation of energy, with special reference to the following: stepstaken by the company for utilizing alternate sources of energy including waste generated: NIL
• Efforts, in brief, made towards technology absorption. Benefits derived as a result ofthe above efforts, e.g., product improvement, cost reduction, product development,import substitution, etc.:
The Company has not taken any technical knowhow from anyone and hence notapplicable. However, the company has applied for registering its logo as Trademark. TheApplication will be published in the Trademark Journal for further process.
The Company has imported software named Nemo Outdoor drive test tool from Key sightTechnologies Singapore (Sales) and Terms Investigation from Infovista.
The Company has not incurred any expenditure on research and development
Particulars
Amt (In Rs.)
Foreign Exchange earned in terms of actual inflows during theyear
Nil
Foreign Exchange outgo during the year in terms of actualoutflows
The Company has framed a sound Risk Management Policy to identify and evaluate businessrisks and opportunities and the same has become integral part of Company’s day to dayoperations. The key business risks identified by the Company are as follows viz. Industry Risk,Management and Operations Risk, Market Risk, Government Policy risk, Liquidity risk, andSystems risk. The Company has in place adequate mitigation plans for the aforesaid risks.During the COVID global pandemic Company quickly recognized and invoked its RiskManagement Policy to minimize the impact on its operations, customers, suppliers andemployees. Our Company encouraged work from home policy and ensured that timely salariesare given to the employees during the lockdown period. After the partial resumption ofoperations, the management and employees strived well to seamlessly start the operationswith no bottlenecks.
The provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies(Accounts) Rules, 2013 is not applicable to the Company.
There were no loans, guarantees or investments made by the Company under Section 186 ofthe Companies Act, 2013 during the year under review and hence furnishing above informationis not applicable.
Related party transactions that were entered during the financial year were on an arm’s lengthbasis and were in the ordinary course of business. There were no materially significant related
party transactions with the Company’s Promoters, Directors, Management or their relatives,which could have had a potential conflict with the interests of the Company. Transactions withrelated parties entered by the Company in the normal course of business are periodicallyplaced before the Audit Committee for its omnibus approval and the particulars of contractsentered during the year as per Form AOC-2 is enclosed as Annexure - II.
The Board of Directors of the Company has, on the recommendation of the Audit Committee,adopted a policy to regulate transactions between the Company and its Related Parties, incompliance with the applicable provisions of the Companies Act 2013, the Rules thereunderand the Listing Regulations. This Policy was considered and approved by the Board has beenuploaded on the website of the Company at www.accordsynergy.com under investorsinfo/Corporate Policy link.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Rulesframed thereunder, Mrs. Ritu Negi (holding DIN: 07121147) Whole Time Director of theCompany retire by rotation at the forthcoming Annual General Meeting and she being eligible,offers herself for re-appointment.
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the
Companies Act, 2013 are as follows:
1. Mr.BetullakhanAshdullakhanPathan, Managing Director
2. Mrs.RoliBetulla Khan, Whole Time Director
3. Mrs.RituChaudhariNegi, Whole Time Director
4. Mrs.Drashti Gandhi, Company Secretary
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder readwith the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, theBoard has carried the evaluation of its own performance, Individual Directors, itsCommittees, including the Chairman of the Board on the basis of attendance,contribution and various criteria as recommended by the Nomination and RemunerationCommittee of the Company. The evaluation of the working of the Board, its committees,experience and expertise, performance of specific duties and obligations etc.were carried out. The Directors expressed their satisfaction with the evaluation processand outcome.
The performance of each of the non-independent directors (including the Chairman) wasalso evaluated by the Independent Directors at the separate meeting held ofIndependent Directors of the Company.
The Board has on the recommendation of the Nomination & Remuneration Committee,formulated criteria for Determining, Qualifications, Positive Attributes and Independenceof a Director and also a Policy for remuneration of Directors, Key managerial Personneland senior management.
The Independent Directors have submitted their disclosures to the Board that they fulfillall the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to
qualify themselves to be appointed as Independent Directors under the provisions of theCompanies Act, 2013 and the relevant rules.
During the year 5 (Five) Board Meetings and were convened and held on 30/05/2023,28/08/2023, 22/09/2023, 10/11/2023 and 28/02/2024. The intervening gap between theMeetings was within the period prescribed under the Companies Act, 2013.
Name of the Director
Category of theDirector
No of Board MeetingAttended
Mr. Betulla Khan
Managing Director
5/5
Mr. AsdullakhanPathan
Chairman & Non¬Executive Director
Mrs.RituChaudhariNegi
Whole-time
Director
Mrs. RoliBetulla Khan
Mr. Rajnikant P.Mandavia
Independent
Mr. Tushar Arvind Shah
The Directors confirm to the best of their knowledge and belief that the Company has compliedwith the applicable provisions of Secretarial Standards on the Meeting of the Board of Directorsissued by the Institute of Company Secretaries of India.
During the year, the Audit Committee met 2 (Tow)times on 30/05/2023, 28/08/2023,10/11/2023, and. The Board has accepted all recommendations of Audit Committee andaccordingly, no disclosure is required to be made in respect of non-acceptance of anyrecommendation of the Audit Committee by the Board.
Name of theDirector
Status
No of MeetingAttended
Mr. Tushar ArvindShah
Chairman
3/3
Member
Mrs. Roli B. Khan
Whole-Time
The Committee, inter alia, started overseeing and reviewing all matters connected with theshares and looks into shareholders complaints.
During the year, the Shareholders Relationship Committee met once on 30/05/2023.
1/1
Mr. Betulla A.Khan
14. NOMINATIOAN AND REMUNERATION COMMITTEE
The Committee has held only one meeting during the year. On 28/08/2023
Mr. Asdulla A.Khan
15. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:
A. In the preparation of the annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;
B. the directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and of theprofit and loss of the company for that period;
C. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding the assetsof the company and for preventing and detecting fraud and other irregularities;
D. the directors had prepared the annual accounts on a going concern basis; and
E. the directors, had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively.
F. the directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
16. ANNUAL RETURN:
The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the
Companies (Management and administration) Rules, 2014 will be placed at the website of the
Company.
17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint venture or Associate Company.
The Company has neither accepted nor renewed any deposits during the year under review.
M/s Naresh and Co., Chartered Accountants, Vadodara were re-appointed as the statutoryauditors of the Company at the sixth Annual General Meeting of the Company to hold officetill eleventh Annual General Meeting to be held in the year 2025.As required under ListingRegulations, the auditors have also confirmed that they hold a valid certificate issued by thePeer Review Board of the Institute of Chartered Accountants of India. The report of theStatutory Auditors of the Company is annexed herewith as "Annexure V”.
M/s. Janki & Associates, Practicing Company Secretaries, was appointed as SecretarialAuditors of the Company for the financial year 2022-23 pursuant to the provisions ofSection 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by themin prescribed form MR-3 is attached as Annexure IV to this Report.
The Company has appointed M/s Samir ghanchi & Associates, Chartered Accountants(Firm Reg no :0158680W) as Internal auditor of the Company for carrying out internal auditof the Company.
There are no qualifications, reservations or adverse remarks made by the Auditors.
The other observations of the auditors are self-explanatory and do not call for furtherinformation.
The Company has adequate system of internal control to safeguard and protect from loss,unauthorized use or disposition of its assets. All the transactions are properly authorised,recorded and reported to the Management. The Company is following all the applicableAccounting Standards for properly maintaining the books of accounts and reporting financialstatements. The internal management of the company checks and verifies the internal controland monitors them in accordance with policy adopted by the company.
The Company continues to ensure proper and adequate systems and procedurescommensurate with its size and nature of its business.
The Company has not bought back any of its securities during the year under review.
The Company has not issued any Sweat Equity Shares during the year under review
The Company has not issued any Bonus Shares during the year under review
The Company has not provided any Stock Option Scheme to the employees.
The Company not issued through Public Offer in this Financial Year.
Provisions relating to Corporate Governance Report under Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 are not applicable to SME listedCompany as notified by Securities and Exchange Board of India vide notification No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September, 2015, hence the same has not been annexed tothe Board’s Report.
The Management Discussion and Analysis Report is appended as Annexure - I to this Report.
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Recordsand Audit) Amendment Rules, 2014 dated 31/12/2014, the activity of our Company falls underNon-regulated sectors and hence, cost audit is not applicable to the Company for the FinancialYear 2023-24.
During the period under review, the personal and industrial relations with the employeesremained cordial in all respects. The management has always carried out systematicappraisal of performance and imparted training at periodic intervals. The Companyrecognizes talent and has judiciously followed the principle of rewarding performance. Duringthe year, Company has adopted Human Rights Policy Statement to express Company’scommitment to do business with ethical values and embrace practices that supports humanrights, and labor laws on a continuous basis. During the Lockdown period caused by theglobal pandemic, Company promptly responded and adopted the Work from Home Policyand ensured timely payment of monthly remuneration to its employees. After the initiation ofoperations, proper care is taken to provide safe and healthy work environment to employeesby providing regular health checkups, thermal screening and regular sanitization of workplace.
The Company has placed a Policy to treat women employees with dignity and nodiscrimination against them plus zero tolerance toward any sexual abuse - to abide by letterand spirit requirements of the Sexual Harassment of Women at the Workplace (Prevention,Prohibition and Redressal) Act, 2013 and Rules there under and redressal of complaints ofsexual harassment at work place. All employees (permanent, contractual, temporary,trainees) are supposed to adhere to the conduct themselves as prescribed in this policy.During the year under review, no complaint was reported to the Board.
No significant, material orders have been passed by the regulators or courts or tribunalsimpacting the going concern status of the Company or Company’s operations in future.
The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant tonew SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition &Insider Trading) Regulation 1992 with a view to regulate trading in securities by the Directorsand designated employees of the Company. The Code requires pre-clearance for dealing inthe Company’s shares and prohibits the purchase or sale of Company shares by the Directorsand the designated employees while in possession of unpublished price sensitive informationin relation to the Company and during the period when the ‘Trading Window’ is closed. TheBoard is responsible for implementation of the Code. All Directors and the designatedemployees have confirmed compliance with the Code.
The Company has complied with the provisions of Secretarial Standards (I & II) issued by theInstitute of Company Secretaries of India and approved by the Central Government undersection 118(10) of the Companies Act, 2013.
During the year under review, there were no applications made or proceedings pending in thename of the Company under the Insolvency and Bankruptcy Code, 2016.
32. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE AT THE TIMEOF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THEBANKS OF FINANCIAL INSTITUTIONS:
During the year under review, there has been no one-time settlement of loans taken fromBanks and Financial Institutions.
Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
A. The ratio of the remuneration of each director to the median remuneration of the employees of
the Company for the financial year:
i. Ratio of remuneration of MD and Whole Time Director - 9: 2.01: 1 (Rs. 4,36,100: 100,200:
50,000)
ii. Other Directors - Not Applicable
B. The percentage increase in the remuneration of each director, Chief Executive Officer, Chief
Financial Officer and Company Secretary, if any in the financial year - During the FY 2023-24,there was no increase in remuneration of WTD and MD.
C. The percentage increase in the median remuneration of employees in the financial year -
average 10% in some of the employees.
D. The number of permanent employees on the rolls of the Company as on 31.03.2024 -250
E. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile increasein the managerial remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration - 10% increase insalaries of some of the Employees and nil increase in Managerial Remuneration of Directorsduring F.Y. 2023-24
F. Affirmation that the remuneration is as per the remuneration policy of the company. The
Company’s remuneration policy is driven by the success and performance of the individualemployees and the Company. Through the compensation package, the company endeavorsto attract, retain, develop and motivate high performance staff. The Company follows acompensation mix of fixed pay, benefits and performance based variable pay. The Companyaffirms that the remuneration is as per remuneration policy of the Company.
G. Details pertaining to remuneration as required under Section 197 (12) of the Companies Act,2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 with reference to remuneration of employees in excess of the limitsprescribed - None of the employees were in receipt of remuneration above 8 lakhs 50thousand per month or Rs. One crore Two lakhs per annum and above.
Statements in these reports describing company’s projection statements, expectations andhopes are forward looking statements. Though, these are based on reasonable assumption,the actual results may differ.
Your Directors place on record their sincere thanks to bankers, business associates,consultants, and various Government Authorities for their continued support extended to yourCompanies activities during the year under review. Your Directors also acknowledges gratefullythe shareholders for their support and confidence reposed on your Company.
Place: Vadodara
Date: 31thAugust, 2024
Sd/-ChairmanAsdullakhanPathanDIN - 01952438