Accord Synergy Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your Directors have pleasure in presenting the 10^thAnnual Report on the business and operations of
the Company and the Audited Accounts for the Financial Year ended 31^stMarch, 2024.

1. FINANCIAL RESULTS:

[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	36.20	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

2. DIVIDEND:

Your Directors have retained the reserves and surplus as they have plans for expansion and
diversification of Business. The Company is in the growth stage and so it is better to retain its
Reserves and Surplus and reinvest to support the expansion and diversification plans.

3. OPERATIONAL HIGHLIGHTS:

The Company earned operational income of Rs. 3187.70 lacs compared to Rs. 2014.69 lacs
for the previous year. The other income is Rs. 13.73 lacs compared to Rs. 30.48 lacs in the
previous year.

4. MATERIAL CHANGES:

No material changes and commitments affecting the financial position of the Company have
occurred between the end of the financial year of the Company to which the financial statement
relates and the date of the Board Report, other than the effects of global pandemic on business

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange
Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as under:

A. Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following: steps
taken 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 of
the 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 not
applicable. However, the company has applied for registering its logo as Trademark. The
Application will be published in the Trademark Journal for further process.

• In case of imported technology (imported during the last 3 years reckoned from the
beginning of the financial year), following information may be furnished:

The Company has imported software named Nemo Outdoor drive test tool from Key sight
Technologies Singapore (Sales) and Terms Investigation from Infovista.

• Expenditure incurred on Research and Development:

The Company has not incurred any expenditure on research and development

C. Foreign exchange earnings and Outgo:

Particulars	Amt (In Rs.)
Foreign Exchange earned in terms of actual inflows during the year	Nil
Foreign Exchange outgo during the year in terms of actual outflows	Nil

6. RISK MANAGEMENT:

The Company has framed a sound Risk Management Policy to identify and evaluate business
risks and opportunities and the same has become integral part of Company’s day to day
operations. 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, and
Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks.
During the COVID global pandemic Company quickly recognized and invoked its Risk
Management Policy to minimize the impact on its operations, customers, suppliers and
employees. Our Company encouraged work from home policy and ensured that timely salaries
are given to the employees during the lockdown period. After the partial resumption of
operations, the management and employees strived well to seamlessly start the operations
with no bottlenecks.

7. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review and hence furnishing above information
is not applicable.

9. RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm’s length
basis 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 with
related parties entered by the Company in the normal course of business are periodically
placed before the Audit Committee for its omnibus approval and the particulars of contracts
entered 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, in
compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder
and the Listing Regulations. This Policy was considered and approved by the Board has been
uploaded on the website of the Company at www.accordsynergy.com under investors
info/Corporate Policy link.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Rules
framed thereunder, Mrs. Ritu Negi (holding DIN: 07121147) Whole Time Director of the
Company retire by rotation at the forthcoming Annual General Meeting and she being eligible,
offers herself for re-appointment.

Key Managerial Personnel

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

A. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder read
with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Board has carried the evaluation of its own performance, Individual Directors, its
Committees, including the Chairman of the Board on the basis of attendance,
contribution and various criteria as recommended by the Nomination and Remuneration
Committee 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 process
and outcome.

The performance of each of the non-independent directors (including the Chairman) was
also evaluated by the Independent Directors at the separate meeting held of
Independent Directors of the Company.

B. REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee,
formulated criteria for Determining, Qualifications, Positive Attributes and Independence
of a Director and also a Policy for remuneration of Directors, Key managerial Personnel
and senior management.

C. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill
all 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 the
Companies Act, 2013 and the relevant rules.

11. NUMBER OF MEETING OF BOARD OF DIRECTORS

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 the
Meetings was within the period prescribed under the Companies Act, 2013.

Name of the Director	Category of the Director	No of Board Meeting Attended
Mr. Betulla Khan	Managing Director	5/5
Mr. AsdullakhanPathan	Chairman & Non¬ Executive Director	5/5
Mrs.RituChaudhariNegi	Whole-time Director	5/5
Mrs. RoliBetulla Khan	Whole-time Director	5/5
Mr. Rajnikant P. Mandavia	Independent Director	5/5
Mr. Tushar Arvind Shah	Independent Director	5/5

Disclosure on the compliance of Secretarial Standards:

The Directors confirm to the best of their knowledge and belief that the Company has complied
with the applicable provisions of Secretarial Standards on the Meeting of the Board of Directors
issued by the Institute of Company Secretaries of India.

12. AUDIT COMMITTEE:

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 and
accordingly, no disclosure is required to be made in respect of non-acceptance of any
recommendation of the Audit Committee by the Board.

Name of the Director	Category of the Director	Status	No of Meeting Attended
Mr. Tushar Arvind Shah	Independent Director	Chairman	3/3
Mr. Rajnikant P. Mandavia	Independent Director	Member	3/3
Mrs. Roli B. Khan	Whole-Time Director	Member	3/3

13. SHAREHOLDERS RELATIONSHIP COMMITTEE:

The Committee, inter alia, started overseeing and reviewing all matters connected with the
shares and looks into shareholders complaints.

During the year, the Shareholders Relationship Committee met once on 30/05/2023.

Name of the Director	Category of the Director	Status	No of Meeting Attended
Mr. Tushar Arvind Shah	Independent Director	Chairman	1/1
Mr. Rajnikant P. Mandavia	Independent Director	Member	1/1
Mr. Betulla A. Khan	Managing Director	Member	1/1

14. NOMINATIOAN AND REMUNERATION COMMITTEE

The Committee has held only one meeting during the year. On 28/08/2023

Name of the Director	Category of the Director	Status	No of Meeting Attended
Mr. Tushar Arvind Shah	Independent Director	Chairman	1/1
Mr. Rajnikant P. Mandavia	Independent Director	Member	1/1
Mr. Asdulla A. Khan	Director	Member	1/1

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 been
followed along with proper explanation relating to material departures;

B. the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period;

C. the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets
of 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 and
that such internal financial controls are adequate and were operating effectively.

F. the directors had devised proper systems to ensure compliance with the provisions of all
applicable 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.

18. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

19. AUDITORS:

A. STATUTORY AUDITORS

M/s Naresh and Co., Chartered Accountants, Vadodara were re-appointed as the statutory
auditors of the Company at the sixth Annual General Meeting of the Company to hold office
till eleventh Annual General Meeting to be held in the year 2025.As required under Listing
Regulations, 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. The report of the
Statutory Auditors of the Company is annexed herewith as "Annexure V”.

B. SECRETARIAL AUDIT:

M/s. Janki & Associates, Practicing Company Secretaries, was appointed as Secretarial
Auditors of the Company for the financial year 2022-23 pursuant to the provisions of
Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them
in prescribed form MR-3 is attached as Annexure IV to this Report.

C. INTERNAL AUDITORS:

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 audit
of the Company.

20. OBSERVATION OF AUDITORS:

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 further
information.

21. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

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 applicable
Accounting Standards for properly maintaining the books of accounts and reporting financial
statements. The internal management of the company checks and verifies the internal control
and monitors them in accordance with policy adopted by the company.

The Company continues to ensure proper and adequate systems and procedures
commensurate with its size and nature of its business.

22. SHARES:

A. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

B. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review

C. BONUS SHARES:

The Company has not issued any Bonus Shares during the year under review

D. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees.

E. FRESH ISSUE OF SHARES:

The Company not issued through Public Offer in this Financial Year.

23. CORPORATE GOVERNANCE REPORT:

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to SME listed
Company 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 to
the Board’s Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as Annexure - I to this Report.

25. COST AUDIT:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records
and Audit) Amendment Rules, 2014 dated 31/12/2014, the activity of our Company falls under
Non-regulated sectors and hence, cost audit is not applicable to the Company for the Financial
Year 2023-24.

26. HUMAN RESOURCES:

During the period under review, the personal and industrial relations with the employees
remained cordial in all respects. The management has always carried out systematic
appraisal of performance and imparted training at periodic intervals. The Company
recognizes talent and has judiciously followed the principle of rewarding performance. During
the year, Company has adopted Human Rights Policy Statement to express Company’s
commitment to do business with ethical values and embrace practices that supports human
rights, and labor laws on a continuous basis. During the Lockdown period caused by the
global pandemic, Company promptly responded and adopted the Work from Home Policy
and ensured timely payment of monthly remuneration to its employees. After the initiation of
operations, proper care is taken to provide safe and healthy work environment to employees
by providing regular health checkups, thermal screening and regular sanitization of work
place.

27. POLICY RELATING TO ANTI SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has placed a Policy to treat women employees with dignity and no
discrimination against them plus zero tolerance toward any sexual abuse - to abide by letter
and 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 of
sexual 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.

28. DETAILS OF SIGNIFICANT & MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS/
COMPANY’S OPERATIONS IN FUTURE

No significant, material orders have been passed by the regulators or courts or tribunals
impacting the going concern status of the Company or Company’s operations in future.

29. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant to
new 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 Directors
and designated employees of the Company. The Code requires 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. The
Board is responsible for implementation of the Code. All Directors and the designated
employees have confirmed compliance with the Code.

30. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (I & II) issued by the
Institute of Company Secretaries of India and approved by the Central Government under
section 118(10) of the Companies Act, 2013.

31. DETAILS OF APPLICATION UNDER THE IBC, 2016 DURING THE YEAR ALONG WITH THEIR
STATUS:

During the year under review, there were no applications made or proceedings pending in the
name of the Company under the Insolvency and Bankruptcy Code, 2016.

32. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OF FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from
Banks and Financial Institutions.

33. PARTICULARS OF EMPLOYEES:

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of
the 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 increase
in the managerial remuneration and justification thereof and point out if there are any

exceptional circumstances for increase in the managerial remuneration - 10% increase in
salaries of some of the Employees and nil increase in Managerial Remuneration of Directors
during 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 individual
employees and the Company. Through the compensation package, the company endeavors
to attract, retain, develop and motivate high performance staff. The Company follows a
compensation mix of fixed pay, benefits and performance based variable pay. The Company
affirms 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 Managerial
Personnel) Rules, 2014 with reference to remuneration of employees in excess of the limits
prescribed - None of the employees were in receipt of remuneration above 8 lakhs 50
thousand per month or Rs. One crore Two lakhs per annum and above.

34. CAUTIONARY STATEMENT:

Statements in these reports describing company’s projection statements, expectations and
hopes are forward looking statements. Though, these are based on reasonable assumption,
the actual results may differ.

35. CAUTIONARY STATEMENT: ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to your
Companies activities during the year under review. Your Directors also acknowledges gratefully
the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board

Place: Vadodara

Date: 31^thAugust, 2024

Sd/-
Chairman
AsdullakhanPathan
DIN - 01952438