Dear Members,
Your Directors have pleasure in presenting their 26th Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2024.
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The Standalone Financial results are summarized below:
(Rupees in Thousand)
2. REVIEW OF OPERATIONS
During the financial year 2023-24, the Company had a total income of Rs. 11.01 crore against a total income of Rs. 23.20 crore in the previous year. The Company has registered Loss after tax of Rs. 2.02 Crore as compared to Rs. 0.42 Crore In previous year.
3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013
The Board has decided not to transfer any amount to the Reserves for the year under review.
4. DIVIDEND
No Dividend was declared during the year.
5. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
6. SHARE CAPITAL
The paid up equity capital as on March 31, 2024 was Rs. 9,37,67,000. During the year under review there is no change in share capital of the Company
7. CHANGE IN NATURE OF BUSINESS, IF ANY
During the year, there has been no Change in the nature of the Business of the Company.
8. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations"), is annexed herewith as "Annexure II".
9. DISCLOSURES BY DIRECTORS
The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.
10. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY
The Company does not have any Subsidiary, Joint venture or an Associate Company.
11. FAMILIARISATION PROGRAMME FOR DIRECTORS
As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Company's business operations. The Directors are given an orientation on the products of the business, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.
During the year under review, no new Independent Directors were inducted to the Board.
12. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the FY and the date of this Report.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(I) Change in Directors
Since April 1, 2023 till the date of this Report, there has been no changes in the Board of Directors and the Key Managerial Personnel.
(II) Key Managerial Personnel:
As on date of report, following are the Key Managerial Personnel of the Company:
a) Mr. Vishnu Kumar Agarwal- Managing Director & CFO
b) Mrs. Sikha Banka- Company Secretary & Compliance Officer
14. (a) BOARD MEETINGS
During the year under review the Board has met 6 (Six) times viz. 30.05.2023, 17.07.2023, 04.09.2023, 10.11.2023, 01.12.2023 and 15.03.2024.
(b) Separate Meeting of Independent Director
During the year under review, a separate meeting of Independent Directors was held on 14lh March, 2024 without attendance of non-independent directors and members of management.
In the meeting the following issues were taken up:
(a) Review of the performance of non-independent directors and the Board as a whole;
(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non executive directors;
(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
15. COMMITTEES OF THE BOARD
(a) Audit Committee
The Audit Committee, as per Section 177 of Companies Act, 2013, continued working under Chairmanship of Mrs. Shikha Singhal. During the year the committee met three times with full attendance of all the members. The composition of the Audit Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:
The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:
Financial Reporting and Related Processes:
• Oversight of the Company's financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.
• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditor's Limited Review Report thereon / Audited Annual Financial Statements and Auditors' Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.
• Review the Management Discussion & Analysis of financial and operational performance.
• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company's accounting principles with reference to the Accounting Standard Policy.
• Review the investments made by the Company.
All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.
The Auditors, Chief Financial Officer are invited to attend the meetings of the Committee. The Company Secretary acts as the Secretary to the Committee. Mrs. Shikha Singhal, the Chairman of the Committee, was present at the last Annual General Meeting (AGM) held on September 28, 2023.
(bj Nomination and Remuneration Committee:
The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, continued working under Chairmanship of Mrs. Shikha Singhal. During the year, the committee met one time with full attendance of all the members. The composition of the Nomination and Remuneration Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:
The terms of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015, include the following:
• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
• For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
a) Use the services of an external agencies, if required;
b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and
c) Consider the time commitments of the candidates.
• Formulation of criteria forevaluation of performance of independent directors and the board of directors;
• Devising a policy on diversity of board of directors;
• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.
• Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
• Recommend to the board, all remuneration, in whatever form, payable to senior management.
(c) Stakeholders Relationship Committee:
The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working under Chairmanship of Ms. Rashi Rathi. The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies Act, 2013. During the year, the committee met one time with full attendance of all the members. The composition of the Stakeholders Relationship Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:
The terms of reference of the Committee are:
• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
• Review of measures taken for effective exercise of voting rights by shareholders.
• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.
During the year, no complaints were received from shareholders. There are no balance complaints. The
Company had no share transfers pending as on March 31, 2024.
Mrs. Sikha Banka, Company Secretary of the Company is the Compliance Officer.
16. BOARD'S PERFORMANCE EVALUATION:
The Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. The Nomination Remuneration Committee also carried out evaluation of every director's performance.
The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.
Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.
17. AUDITORS:
i. Statutory Auditors:
M/s. V. N. PUROHIT & Co. (FRN 304040E) were appointed as the Statutory Auditors of the company at the 24th AGM of the Company to hold office till the conclusion of the 29th AGM of the Company to be held in the year 2027 as required under Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.
ii. Secretarial Auditor:
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. Akhil Agarwal., Company Secretaries in Practice (CP No. 16313), to undertake the Secretarial Audit of the Company for the F.Y. 2023-24. The Secretarial Audit Report for F.Y. 2023-24 is annexed herewith as "Annexure i".
iii. Cost Auditor:
Cost Audit is not applicable to the Company as per provisions of Section 148 of the Companies Act, 2013.
iv. Internal Auditor:
The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed M/s. A Bhattacharjee & Company., Chartered Accountants, Kolkata as the Internal Auditors of your Company for the financial year 2023-24.
AUDITOR'S REPORT:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2024 and has noted that the same does not have any reservation or adverse remarks.
Basis for Qualified Opinion
The Company has not implemented accounting software having Audit Trail (edit log) facility while maintaining its books of accounts. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in view of the robust capital market in the coming years.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and the same does not have any reservation, qualifications or adverse remarks.
18. VIGIL MECHANISM / WHISTLE - BLOWER POLICY:
Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company has adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism. Employees are encouraged to report actual or suspected violations of applicable laws and regulations and the Code of Conduct to the Chairman of Audit Committee to enable taking prompt corrective action, wherever necessary.
19. INTERNAL CONTROL SYSYEM AND THEIR ADEQUACY
The Company has in place adequate internal financial controls system with reference to financial statements. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. During the year, such controls were tested and no reportable weakness in the design or operation was observed.
20. LISTING WITH STOCK EXCHANGES
Command Polymers Limited is listed on the SME Platform of the BSE Limited. It has paid the Annual Listing Fees for the year 2024-25 to BSE Limited.
21. RISK ASSESSMENT AND MANAGEMENT:
Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.
22. FRAUD REPORTING
There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.
23. PARTICULARS OF EMPLOYEES AND REMUNERATION
During the period under review, No employee of the Company drew remuneration in excess of the limits specified under the provisions of section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The required information as per rule 8(3) of the companies (Accounts) Rules, 2014 is provided hereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D):NIL
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings: NIL
2. Foreign Exchange Outgo: NIL.
25. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:
During the Financial Year, no Guarantees given by the company under section 185 of the Company Act, 2013. Details of Loans and investments, outstanding as on 31st March, 2024 are given in the notes to the financial statements.
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
No contracts / arrangements / transactions entered by the Company during the financial year with related parties.
Thus, Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract /arrangement /transaction with related parties which could be considered material in accordance with the polio of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for approval. The details of the related party transactions as required under Indian Accounting Standard (IND-A5) - 24 are set out in Note to the financial statements forming part of this Annual Report.
27. DEPOSITS:
During the year under review, your Company did not accept any deposits within the meaning of Provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
28. RELATED PARTY TRANSACTIONS
All transactions entered into with related parties as defined under the Act during the FY were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company.
29. SIGNIFICANT AND MATERIAL ORDERS
During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.
30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has a policy of zero tolerance for sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.
The following is the summary of sexual harassment complaints received and disposed during the calendar year.
No.ofcomplaintsreceived: Nil
No. of complaints disposed off: Nil
31. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules 2014, the Annual Return will be uploaded on the website of the Company for the FY 2023-24.
32. CORPORATE GOVERNANCE
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on 5ME Exchange from compliance with corporate governance provisions. Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly, the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.
33. COST AUDIT AND MAINTENANCE OF COST RECORDS
As on March 31, 2024, the provisions related to maintenance of Cost records as specified by the Central Government under Section 148 (1} of Companies Act, 2013 are not applicable to the Company. Accordingly, such Cost accounts and the Cost records are not required to maintained by the Company.
34. In case of a company covered under sub-section (1) of section 178, company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178:-
As per the provisions of section 178 of Companies Act, 2013 and applicable rules and regulations thereunder, the Nomination and Remuneration Committee has been constituted by the board, details of which along with the roles and responsibilities of respective members have been placed on the website of the company as "Committees of Board of Directors"
Accordingly, company has also formulated the Audit committee and Stakeholders Relationship committee in accordance with section 177 and 178 (5) of Companies Act, 2013, details of which has been placed on the website of the company https://www.commandpolymers.com/policies.html as "Committees of Board of Directors".
35. CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed there under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.
36. PREVENTION OF INSIDER TRADING
As required under the provisions of SEBI (PIT) Regulations, 2015, the Board of Directors has adopted a code of conduct for prevention of Insider Trading. The Code of Conduct is applicable to all the directors and such identified employees of the Company as well as who are expected to have access to unpublished price sensitive information related to the Company. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of Command Polymers Limited.
37. COMPLIANCE WITH SECRETARIAL STANDARDS
In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.
38. POLICIES AND DISCLOSURE REQUIREMENTS
In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its website https://commandpolvmers.com/ .
39. INDUSTRIAL RELATIONS
The Company's relations with all its employees remained cordial and satisfactory during the year under review.
40. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5} of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
(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 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 prepa red the annua I 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.
41. CAUTIONARY STATEMENT
The statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.
42. ACKNOWLEDGEMENTS
Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.