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Syncom Formulations (India) Ltd.

BSE: 524470 Sector: Health care
NSE: N.A. ISIN Code: INE312C01025
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P/E 12.62
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OPEN 1.64
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VOLUME 2260845
52-Week high 2.50
52-Week low 1.17
P/E 12.62
Mkt Cap.(Rs cr) 128
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.64
Sell Qty 4290.00

Syncom Formulations (India) Ltd. (SYNCOMFORMUL) - Director Report

Company director report

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MANAGEMENT DISCUSSION AND ANALYSIS

To The Members Syncom Formulations (India) Limited

The Directors take pleasure in presenting their 28thAnnual Report together with theaudited consolidated and standalone financial statements of the Company (Syncom)for theyear ended 31stMarch 2016. The Management Discussion and Analysis has also beenincorporated in the Report.

1. HIGHLIGHTS OF PERFORMANCE

• Consolidated income for the year increased by 6.38% to Rs. 18656.52 Lakhs ascompared to Rs. 17536.80Lakhs in the previous year;

• Consolidated net sales for the year was Rs.18389.70 Lakhs as compared to Rs.17339.11 Lakhs in the previous year a growth of 6.06%

• Consolidated profit before tax for the year was Rs. 1610.09 Lakhs as compared toRs.1563.48 Lakhs in the previous year a growth of 2.98%

Consolidated Profit after tax for the year was Rs. 1035.56 Lakhs as compared toRs.975.65 Lakhs in 2015 a growth of 6.14%

2. Financial Results (Rs. in Lacs)

Particulars Consolidated Stand Alone
31.03.2016 31.03.2015 31.03.2016 31.03.2015
Revenue from Operations (Net) and Other Income 18656.52 17536.80 18656.52 17536.80
Profit Before Tax (PBT) 1610.09 1563.48 1610.09 1563.48
Provision for Tax 574.53 587.82 574.53 587.82
Profit After Tax (PAT) 1035.56 975.65 1035.56 975.65
Balance brought forward from previous year 708.30 705.84 708.30 705.84
Profit Available for 1743.85 1681.49 1743.85 1681.49
Appropriations
Appropriations:
Proposed Final Equity 156.13 156.13 156.13 156.13
Dividend
Tax on Equity Dividend 31.78 31.78 31.78 31.78
Transferred General Reserve 900.00 785.27 900.00 785.27
Surplus carried to the next year’s account 655.94 708.30 655.94 708.30
EPS (Basic and Diluted) eq. shares of Rs. 1/- 0.133 0.125 0.133 0.125

3. DIVIDEND

Syncom always strives to enhance stakeholders and customers satisfaction value. Inpursuance of the same your directors are pleased to recommend payout of 25th dividend @Rs. 0.02(2%) on the equity share of Re.1 each (Previous year @ Rs 0.02 (2%) of the equityshares of Rs.1 each) and proposes to pay Rs. 156.13Lacs as dividend (Previous yearRs.156.13 Lacs) subject to approval by the members at the ensuing Annual General Meeting.

4. SHARE CAPITAL& RESERVES

The paid up Capital of Syncom as on 31st March 2016 was Rs. 780652180 divided into780652180 equity shares of Rs. 1 each. During the year under review Syncom has neitherissued shares with differential voting rights nor granted stock options nor sweat equity.As on 31st March 2016 none of the Directors of Syncom hold convertible instruments.Promoters are not holding any security convertible into equity shares during the year2015-16.

4.1 Transfer to Reserves

During the year under review your company proposes to transfer Rs.900.00Lakhs to thegeneral reserves (Previous year Rs. 785.28 Lakhs).

5. FINANCE INVESTMENTS & DEPOSITS

Cash and cash equivalent as at 31st March 2016 was Rs.569.41 Lakhs as compared to Rs.677.35 Lakhs in previous year. Syncom continues to focus on judicious management of itsworking capital Receivables inventories and other working capital parameters were keptunder strict check through continuous monitoring.

5.1 Deposits

Syncom has not accepted any deposit from the public falling within the ambit of Section73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules2014and there were no remaining unclaimed deposits as on 31st March 2016. There was nopublic deposit against the contravention of the Companies Act 2013 and the rules madetheir under during the year under review.

5.2 Particulars of Loans Guarantees or Investments

Details of Loans Guarantees & Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to Financial Statements. (Pleaserefer Note 10 & 11 to the Standalone Financial Statements)

6. ECONOMIC SCENARIO AND OUTLOOK

The Indian economy with GDP in excess of USD 2 trillion is amongst the top 10 economiesin the world. India’s GDP grew by 7.6% in 2015-16 making the country one of thefastest growing major economies in the world. Inflation remained under control and fiscaland current account deficits continued to remain moderate. India is the largest exporterof formulations with 14% market share and ranks 12th in the world in terms of exportvalue. Over the upcoming years the growth will be more as compared to the current standingposition. The World pharmaceuticals market is forecast to grow with approx 12% percent ormore from up till 2020 which can be increased if companies invest more in drug researchsector as well as promotion. India holds an important position in the World pharmaceuticalmarket. India is expected to rank amongst the top 3 pharma markets in terms of incrementalgrowth by 2020. The Indian pharmaceuticals market is the third largest in terms of volumeand thirteenth largest in terms of value. India’s generic drugs account for 20% ofglobal exports in terms of volume making the country the largest provider of genericmedicines globally.

7. INDUSTRY STRUCTURE AND OPPORTUNITIES

According to a joint study by ASSOCHAM and Tech Sci India’s pharmaceutical marketmay reach $20 billion this year and about $55 billion by 2020 from about $18 billion as of2014 clocking a CAGR of over 22%.Export of pharmaceutical products from India is likelyto exceed the $14 billion mark this year and may reach about $20 billion by 2020registering a CAGR of about 8%.Government took many initiatives in the previous year likeMake in India Smart Cities Campaign Pradhan Mantri Jan DhanYojana which helped ourIndian economy in its overall development. Besides the Swachh Bharat Abhiyan whichbrought hygiene sanitation and awareness regarding cleanliness of our Country as Citizensand make India a clean Country. While these programmes acted on distinct level inCountry's growth the Government’s focus has been on enhancing the ease andattractiveness of doing business in India. The Government of India’s strongcommitment to fiscal targets focus on infrastructure creation and attracting investmentsbolstered the confidence of entrepreneurs and investors.The Government of India unveiled'Pharma Vision 2020' aimed at making India a global leader in end-to-end drug manufacture.Approval time for new facilities has been reduced to get new investors i.e. countries toboost our markets. The government introduced mechanisms like Drug Price Control Order andthe National Pharmaceutical Pricing Authority to deal with the issue of affordability andavailability of medicines. Also there is a talk of separate Pharma Ministry for the sectorfor better coordination of the work. In the current competitive market scenario the drugmanufacturers require a high degree of innovation in product development. Only novelproducts can sustain in the market of longer period of time India has a large pool ofscientists and engineers who have the potential to steer the industry ahead to higherlevels.

8. RISKS & CONCERNS

The pharmaceutical regulatory environment across the world is becoming more stringentincluding the Indian Pharma Industry. The industry witnessed many important changesincluding the Drug Price Control Order policy which was introduced by the government toregulate the prices of large number of pharmaceutical products. The recent amendment wasDPCO 2013 which had number of drug formulations with an increase in price control. Theother remaining formulations will be soon under the price control under DPCO 2013. Themandatory generics drive by the State Governments will also pose challenges for pharmacompanies in the near future.

A few other concerns are poor public healthcare funding & infrastructure low percapita consumption of medicines unstable political environment in developing and underdeveloped countries including India currency fluctuations regulatory issues inflationwhich has resulted in an all round increase in input costs.

Syncom has a Risk Management Policy in force to review and mitigate risks relevant toenvironmental operational & business risks to safeguard its interest. Syncom’scontinued investments in manufacturing facilities and its strategy to remain a verticallyintegrated pharmaceutical business is a critical differentiator to create sustainablecompetitive advantage not only for products launched in international markets but also forcontractual supplies to global generic companies with a conscious endeavor for market andcustomer diversification. To de-risk significant concentration of domestic revenues fromfew brands the Company's strategy is for focused promotion of specific brands to increasetheir share of revenue to overall revenue.

9. CSR INITIATIVES

In view of the profits and turnover of Syncom during the previous three years it isrequired to undertake social responsibility projects during the year 2015-16 under theprovisions of the section 135 of the Companies Act 2013 and the rules made there under.

As part of its initiatives under "Corporate Social Responsibility" (CSR)Syncom has undertaken projects in the areas of Education and Health. These projects arelargely in accordance with Schedule VII of the Companies Act 2013.

The Annual Report on CSR activities is annexed herewith as "Annexure A"and the CSR policy is available at the website of the Company at www.sfil.in.

The Board confirm that the Company has obtained the responsibility statement of the CSRCommittee on the implementation and monitoring of the CSR Policy during the year asenclosed to the Board Report.

10. OCCUPATIONAL HEALTH & SAFETY (OH&S)

This initiative involved and positively engaged all levels of personnel on the plantand the Company’s business. With regard to employees safety two key areas of focusidentified were Facility Management for the employees and Equipment Tools & MaterialManagement. The Facility Management initiative was implemented to ensure adequate welfarefacilities for the employees such as wash rooms with bathing facilities rest roomsavailability of drinking water etc. The Equipment Tools & Material Management programensured that the tools used by the employee were safe. The process of screening ofcontractors was made more stringent to ensure that the employees were aligned with theCompany’s objectives to ensure ‘Zero Harm’.

11. HUMAN RESOURCES

Many initiatives have been taken to support business through organizational efficiencyprocess change support and various employee engagement programmes which has helped theOrganization achieve higher productivity levels. A significant effort has also beenundertaken to develop leadership as well as technical/ functional capabilities in order tomeet future talent requirement.

Syncom’s HR processes such as hiring and on-boarding fair transparent onlineperformance evaluation and talent management process state-of-the-art workmen developmentprocess and market aligned policies have been seen as benchmark practices in theIndustry. During the year under review the following Human Resources initiatives receivedgreaterfocus:

• Employer of Choice: Employees are encouraged to express their views and areempowered to work independently. Employees are given the opportunity to learn throughvarious small projects which make them look at initiatives from different perspectives andthus provide them with a platform to become result oriented. This has helped greatly inoverall development of the employee and has significantly arrested the attrition rate.

• Leadership Development: As a part of leadership development talented employeeshave been seconded to the senior leadership team to mentor them and prepare them for thenext higher role.

• Gender Equality : Syncom as a company has a policy to promote Gender equality Wehire female employees and mentor and groom them to take higher managerial positions. Wealso encourage our female employee to have a good work life balance.

11.1 Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. No complaint was received during theyear under review.

12. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Syncom has in place a mechanism to identify assess monitor and mitigate various risksto key business objectives. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of Syncom.Syncom has an Internal Control System commensurate with the size scale and complexity ofits operations. To maintain its objectivity and independence the Internal Audit functionreports to the Chairman of the Audit Committee of the Board.

Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard. The risk management policy of the Company is available at the website at www.sfil.in.

13. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Syncom has a vigil mechanism named vigil mechanism/whistle blower Policy to deal withinstance of fraud and mismanagement if any. The details of the Risk Management Policy isexplained in the Corporate Governance Report and also posted onthe website atwww.sfil.in.Vigil mechanism/whistle blower Policy is attached with the Annual Report as "AnnexureB".

14. AUDITED FINANCIAL STATEMENTS OF THE COMPANY’S SUBSIDIARY

As on 31st March 2016 Syncom has Trade Services FZE foreign subsidiary which is 100%Wholly Owned Subsidiary Company. Except that the Company does not have any associate orjoint venture company at the beginning or any time during the year 2015-16.

There has been no change in the number of subsidiaries or in the nature of business ofthe subsidiaries during the year under review. In accordance with Section 129(3) of theCompanies Act 2013 your Company has prepared a consolidated financial statement ofSyncom which is forming part of the Annual Report. A statement containing salient featuresof the financial statements of the subsidiary company in the Form AOC-1 is alsoincluded in the Annual Report as the "Annexure C".

In accordance with third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of your Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of the Company www.sfil.in.Further as per fourth proviso of the said section audited annual accounts of thesubsidiary company have also been placed on the website of the Company www.sfil.in.Shareholders interested in obtaining a copy of the audited annual accounts of thesubsidiary company may write to the Company Secretary at the Company’s registeredoffice.

15. BOARD OF DIRECTORS& KMPs AND MEETINGS OF THE BOARD

15.1 Independent Directors

At the Annual General Meeting (AGM) of Syncom held on September 22ndSept. 2014 theMembers had re-appointed all the existing independent directors viz Shri Krishna DasNeema (DIN 02294270)Shri Vinod Kumar Kabra (DIN 01816189) and Shri Praveen Jindal(05327830) under the Companies Act 2013 for a term of 5 years with effect from 1st April2014 and they are not liable to retire by rotation.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.Further that theBoard confirmed that all the independent directors fulfill the criteria laid under theCompanies Act 2013 and the SEBI (LODR) Regulations 2015.

15.2 Directors seeking re-appointment

In accordance with the provisions of the Companies Act 2013 and in terms of theArticles of Association of the Company Mrs. Rinki Ankit Bankda (DIN 06946754) director isliable to retire by rotation and she is eligible for re-appointment. Your Board ofdirectors recommend to pass necessary resolution for her re-appointment.

The tenure of Shri Kedarmal Bankda being the Chairman & Whole-time director willbe lapsed on 2nd May 2017 therefore upon the recommendation of the Nomination andRemuneration Committee of the Board the Board of directors at their meeting held on 30thJuly 2016 has re-appointed him for a further term of 5 years w.e.f. 3rd May 2017 subjectto the approval of members at the forthcoming annual general meeting and recommend to passnecessary special resolution as set out in the notice of the annual general meeting.

The Company also proposes to increase in the remuneration payable to Shri Vijay Bankdaw.e.f. 1st August 2016 for the remaining part of his tenure till 30th Nov. 2019 asprovided in the notice of the annual general meeting and recommend to pass necessaryspecial resolution.

15.3 Change in the Key Managerial Personnel’s

Syncom has appointed CS Nafisa Vakil as the Company Secretary and Compliance Officer asthe Key Managerial Personnel w.e.f. 7th November 2015. CS Praniti Porwal CompanySecretary and Key Managerial Personnel had resigned from the office w.e.f. 31st October2015 due to her personal reasons.

15.4 Key Managerial Personnel’s

Syncom has appointed Shri Ankit Kedarmal Bankda as the Chief Financial Officer ShriVijay Shankarlal Bankda as the Managing Director and Shri Kedarmal Shankarlal Bankda asthe Whole-time director of the Company and CS Nafisa Vakil is also functioning as the KeyManagerial Personnel under section 203 of the Companies Act 2013.

15.5 Composition of the Board

Syncom is having total 6 directors in the Board including 3 independent directors andmeeting the requirement of the Companies Act 2013 and the SEBI (LODR) Regulations 2015as applicable to the Company. Shri Kedarmal Bankda is the Chairman of the Board and theCompany’s meetings.

15.6 Number of meetings of the Board

The Board meets at regular intervals to discuss and decide on Company/business policyand strategy apart from other Board business. However in case of a special and urgentbusiness need the Board’s approval is taken by passing resolutions throughcirculation as permitted by law which are confirmed in the subsequent Board meeting. Thenotice of Board meeting is given well in advance to all the Directors. Usually meetingsof the Board are held at the Corporate Office at Indore (M.P.). The Agenda of theBoard/Committee meetings is circulated at least a week prior to the date of the meeting.The Agenda for the Board and Committee meetings includes detailed notes on the items to bediscussed at the meeting to enable the Directors to take an informed decision. The Boardmet 4(four) times in financial year 2015-16 viz. on 30th May 2015 13thAugust 2015 7th Nov. 2015 and 13th Feb. 2016. The maximum interval between any twomeetings did not exceed 120 days. The Company has complied with all the requirements ofthe Secretarial Standard-1 in respect of the Board and the Committee Meetings.

15.7 Board independence

The definition of ‘Independence’ of Directors is derived from SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 and Section 149(6) of theCompanies Act 2013. Based on the confirmation/disclosures received from the IndependentDirectors and on evaluation of the relationships disclosed Shri Krishna Das Neema ShriPraveen Jindal and Shri Vinod Kumar Kabra are the Non-Executive and Independent Directorsin terms of Regulation 17(10) of the SEBI (LODR) Regulations 2015 and Section 149(6) ofthe Companies Act 2013.

15.8 Policy on Directors’ appointment and remuneration

The Policy of Syncom on Directors’ appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under section 178(3) is appended as "Annexure D" tothis Report and has also placed on the website at www.sfil.in.

15.9 Annual evaluation by the Board

The evaluation frame work for assessing the performance of Directors comprises of thefollowing key areas: i. Attendance of Board Meetings and Board Committee Meetingsii.Quality of contribution to Board deliberations iii.Strategic perspectives or inputsregarding future growth of Company and its performance iv.Providing perspectives andfeedback going beyond information provided by the management v. Commitment to shareholderand other stakeholder interests The evaluation involves Self-Evaluation by the BoardMember and subsequently assessment by the Board of Directors. A member of the Board willnot participate in the discussion of his/her evaluation.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c)of the Companies Act 2013:

a. that in the preparation of the annual financial statements for the year ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that such accounting policies as mentioned in Note 27.21of the Standlone Notes tothe Financial Statements have been selected and applied consistently and judgement andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31st 2016 and of the profit ofthe Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; d.that the annual financial statements have been prepared on a goingconcern basis;

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

17. COMMITTEES OF THE BOARD

During the year the Board has the five Committees as required under the CompaniesAct 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations asfollows:

(a) Audit Committee

(b) CSR Committee

(c) Nomination and Remuneration Committee

(d) Stakeholders’ Relationship Committee

(e) Risk management Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report and placed on the website at www.sfil.in.

18. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by Syncom with PromotersDirectors Key Managerial Personnel or other designated persons which may have apotential conflict with the interest of Syncom. Therefore there is no requirement tofurnish any details in the Form AOC-2.

All Related Party Transactions are placed before the Audit Committee and the Committeehas accorded its Omni Bus Approval and also reviewed the same periodically also the Boardfor approval on a quarterly basis. The statement is supported by a Certificate from the MDand the CFO. The Company has developed a Related Party Transactions Policy StandardOperating Procedures for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany’s website at www.sfil.in.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Except that the SEBI has issued an Ex-Party Ad- Interim Order No. WTM/RKA/ISD/2014dated 19th December 2014 in the matter of First Financial Services Limited and hasrestrain the company to access the capital market till the further order. The Company hasalso filed an application before the SEBI for deletion of the name of the Company and SEBIhas granted an Interim Relief vide letter SEBI/HO/ISD/ISD/OW/P/2016/0000001565 dated 22ndJanuary 2016 in the aforesaid matter. Except that there are no significant materialorders passed by the Regulators/Courts which would impact the going concern status of theCompany and its future operations.

20. AUDITORS

20.1 Statutory Auditors

Your Company’s Auditors M/s S.P.Moondra & Co.Chartered Accountants who wereappointed for a term of three years at the Annual General Meeting of the Company held on22ndSept. 2014 are eligible for ratification of their appointment. They have confirmedtheir eligibility under Section 141(3)(g) of the Companies Act 2013 and the Rules framedthere under for ratification for appointment as Auditors of the Company. The Company hasobtained their eligibility letter as required under the Companies Act 2013 andconfirmation that they have valid Peer Review Certificate from the Institute of CharteredAccountants of India as required under the SEBI (LODR) Regulations 2015. Your Board ispleased to inform that there is no such observation made by the Auditors in their reportwhich needs any explanation by the Board.

20.2 Cost Auditors

Pursuant to Section 148 of the Companies Act2013 read with the Companies (Cost Recordsand Audit) Amendment Rules 2014 the cost audit records maintained by the Company inrespect of its drug formulation activity is required to be audited. Your Directors had onthe recommendation of the Audit Committee appointed M/s M.Goyal & Co. CostAccountants to audit the cost accounts of the Company for the financial year 2016-17on aremuneration of Rs.25000/-. As required under the Companies Act 2013 the remunerationpayable to the cost auditor is required to be placed before the Members in a generalmeeting for their ratification. Accordingly a Resolution seeking Member’sratification for the remuneration payable to M/s M.Goyal & Co Cost Auditors isincluded at Item No. 7 of the Notice convening the Annual General Meeting.

Your Company has filed the Cost Audit Report for the year 2014-15 to the CentralGovernment on 05/10/2015 which was self explanatory and needs no comments.

20.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Board ofdirectors has appointed M/s D.K.Jain& Co.Company Secretaries to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedhere with as "Annexure E". The Secretarial Audit Report for the FinancialYear ended March 31 2016 is self explanatory and needs no comments as such except thefollowing comments:

1.114492015 equity shares of Rs. 1/- each consisting of 14.66% of the total paid upcapital were sold by the persons associated with promoters during the financial year2015-16 without complying with the Regulation 5 of SEBI (Prohibition of Insider Trading)Regulations 2015 relating to submission of the Trading Plans.

Management Comments: The promoters and their associates have obtained opinion of theLead Manager Hence it can be concluded that the persons who are not in possession ofunpublished price sensitive information and the persons other than persons who by virtueof his/her designation in the company are perpetually in possession of unpublished pricesensitive information can trade in securities of such listed company without complying theRegulation 5 of SEBI (Prohibition of Insider Trading) Regulations 2015 relating to theTrading Plan.

2.Interim Order Issued by the SEBI in 2014 in the matter of First Financial Servicesand relaxation for dealing in the investment subject to certain conditions: ManagementComments: The Company has submitted its reply to the SEBI and the SEBI has pleased toprovide Interim Relief vide letter SEBI/HO/ISD/ISD/OW/P/2016/0000001565 dated 22ndJanuary 2016 in the aforesaid matter. 3.The Index of Charges on the website of the MCA isshowing 6 Charges out standing for the IOB and Saraswat Co-op Bank since 1989 these havealready been satisfied long back but no corrective steps were taken to delete thesecharge IDs or to file Form CHG-4 to satisfy them. Management Comments: Since the Chargesare too old the Company is verifying the relevant documents and taking necessary actionto remove these charge IDS from the portal of the MCA.

21. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stake holders.Accordingly your Company’s operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive as set and resource base and nurturing overall corporatereputation. Syncom is also committed to creating value for its other stake holders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.

22. CORPORATE GOVERNANCE

As per Securities Exchange Board of India (Listing Obligations & DisclosureRequirements) Regulations 2015 a separate section on corporate governance practicesfollowed by the Company together with a certificate from the Company’s Auditorsconfirming compliance forms an integral part of this Report ("Annexure F").

22.1 MD & CFO certification

Certificate obtained from Shri Vijay Bankda Managing Director and Mr. Ankit KedarmalBankda Chief Financial Officer pursuant to Regulation 17(8) of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 and for the year under review was placedbefore the Board at its meeting held on 30th May 2016. A copy of the certificate on thefinancial statements for the financial year ended March 31 2016 is annexed along withthis Report as "Annexure G".

23. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance withrelevant Accounting Standards (AS) viz. AS 21 AS 23and AS 27 issued by the ICAI form partof this Annual Report.

24. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts)Rules 2014 is annexed here with as "AnnexureH".

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments if any affecting the financialposition of the Company since the close of financial year i.e. since 31st March 2016.Further it is hereby confirmed that there has been no change in the nature of business ofthe Company.

26. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return for the year 2015-16 inForm MGT-9 is annexed here with as "Annexure I".

27. PARTICULARS OF REMUNERATION OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under section197(12) of the Act read with Rule 5 and 8(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as

"Annexure J"

28. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has in place a Familiarisation Program for Independent Directors to provideinsights into the company to enable the Independent Directors to understand its businessin depth and contribute significantly to the company's success.The Company has devised andadopted a policy on Familiarisation Program for Independent Directors and is alsoavailable at the company's website at www.sfil.in and the weblink for the policy anddetails of the Familiarisation Program imparted to the Independent Directors during theFinancial year athttp://www.syncomformulations.com/index.php?option=com_docman&task=cat_view&gid=66&Itemid=105.

29. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continuous help and co-operation extended by them. TheDirectors also gratefully acknowledge all stake holders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.

By order of the Board of Director
KEDARMAL BANKDA
Place: Indore Chairman & Whole Time Director
Date : 30th July 2016 DIN : 00023050

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