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Syncom Healthcare Ltd.

BSE: 533157 Sector: Health care
NSE: SYNCOM ISIN Code: INE602K01014
BSE 12:06 | 22 May 4.39 0.16
(3.78%)
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4.36

HIGH

4.39

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4.20

NSE 12:04 | 22 May 4.35 0.30
(7.41%)
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4.15

HIGH

4.40

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4.15

OPEN 4.36
PREVIOUS CLOSE 4.23
VOLUME 2825
52-Week high 8.50
52-Week low 4.00
P/E
Mkt Cap.(Rs cr) 18
Buy Price 4.17
Buy Qty 3000.00
Sell Price 4.39
Sell Qty 2050.00
OPEN 4.36
CLOSE 4.23
VOLUME 2825
52-Week high 8.50
52-Week low 4.00
P/E
Mkt Cap.(Rs cr) 18
Buy Price 4.17
Buy Qty 3000.00
Sell Price 4.39
Sell Qty 2050.00

Syncom Healthcare Ltd. (SYNCOM) - Director Report

Company director report

[(Disclosure under Section 134(3) of the Companies Act 2013)

{Read With Companies (Accounts) Rules 2014}]

Dear Shareholders

Your Directors have pleasure in presenting their 15th Annual Report along with theaudited annual accounts for the year ended 31st March 2017 to the members of the Company.

1. Financial Highlights (Standalone and Consolidated) :

Financial Results of the Company for the year under review along with the figures forthe previous year are as follows:

(Rs. in Lacs)
Particulars Year Ended 31/03/2017 Year Ended 31/03/2016
Sales and other income 5546.78 6590.06
Profit before Interest and Depreciation (6730.80) 361.47
Less : Interest 307.30 331.22
Profit before Depreciation (7038.10) 30.25
Less : Depreciation & Amortization 558.90 463.45
Profit before Taxation (7597.00) (433.20)
Less Provision for Taxation 790.86 -
Less: Provision for deferred tax liabili ty/(Assets) - 79.96
Profit after Taxation (8387.86) (353.24)
Prior year (Income)/ Expenses 0.00 0.00
Balance carried to Balance Sheet (8387.86) (353.24)

The consolidated performance of the group as per consolidated financial statements isas under :

(Rs. in Lacs)

Particulars Year Ended 31/03/2017 Year Ended 31/03/2016
Sales and other income 5778.97 12687.92
Profit before Taxation (15991.80) (423.11)
Tax Expense 790.86 (79.96)
Profit after Taxation (16782.65) (343.15)

2. Brief description of the Company's working during the year/ state of Company'saffair :

During the year under review the Company has earned a total income of Rs. 5546.78 Lacsas against the income of Rs. 6590.06 Lacs in the previous year thereby registering a dipin turnover by 15.83%. The Company during the year under review has incurred a loss of Rs.(8397.83) Lacs as against the loss of Rs. (353.24) Lacs in the previous year. The sale ofthe Company is impacted mainly on account withdrawal of excise benefits which invariablyresulted in increase in cost of production thereby hampering the competitive edge of theCompany. During the year under review the Company has made exports of Rs. 203.38 Lacs asagainst 262.90 in the previous year. The Company is endeavoring to its full potential toimprove the overall performance of the Company.

3. Dividend:

No Dividend was declared for the current financial year 2016-17 due to loss incurred bythe Company

4. Reserves:

The Board does not propose to carry any amounts to reserves.

5. Change in the nature of business if any :

There was no change in nature of business.

6. Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report :

No material changes have occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report.

7. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future:

There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

8. Details of Subsidiary/ Joint Ventures/ Associate Companies :

The Company has one subsidiary namely Syncom Healthcare International FZE. The detailsof the same are annexed in form AOC-1 as Annexure 1. Further the Company did not have anyJoint Venture/Associate Company during the year under review.

9. Board Meetings:

The Board met ten times during the financial year under review. The meeting details areprovided in the corporate governance report that forms part of this Annual Report. Themaximum interval between any two meetings did not exceed 120 days as prescribed in theCompanies Act 2013.

10. Extract of the Annual Return:

In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of theAnnual Return in Form MGT - 9 is appended as Annexure 2 of the Board's Report.

11. Conservation of energy technology absorption and foreign exchange earnings andoutgo :

(A) Conservation of energy

S. No. Particulars
i. The steps taken or impact on conservation of energy; All efforts are made to conserve and optimize use of energy with continuous monitoring improvement in maintenance and distribution systems and through improved operational techniques.
ii. The steps taken by the company for utilizing alternate sources of energy; NA
iii. The capital investment on energy conservation equipment's Nil

Technology absorption

(i) The efforts made towards technology absorption Updation of in house Technology is a Continuous process absorption implemented in our Industry & Technology developed by R & D department is fully absorbed for development in the existing product and new models as per requirement by our company's R & D.
(ii) The benefits derived like product improvement cost reduction product development or import substitution The Company has been able to successfully indigenize the tooling to a large extent. Increased efficiency better performance and wider product range.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year NIL
(a) the details of technology imported NIL
(b) the year of import NIL
(c) whether the technology been fully absorbed NA NIL
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and NIL
(iv) The expenditure incurred on Research and Development NIL

Foreign exchange earnings and Outgo (In Rs.) 2016-17 2015-16

(i) The Foreign Exchange earned in terms of actual inflows during the year; 20338056/- 26290563/-
(ii) The Foreign Exchange outgo during the year in terms of actual outflows. 6067126/- 3255054/-

12. Directors And Key Managerial Personnel :

During the period under review the following were the changes in the Directors and KeyManagerial Personnel:-

• Mr. Ajay Shankarlal Bankda (DIN: 00013796) resigned from the post of ManagingDirector w.e.f. 14th May 2016 and thereafter he was appointed as a Managing Director ofthe Company w.e.f. 31st December 2016

• Mr. Pratik Bankda (DIN: 02675798) was appointed as a Managing Director of theCompany w.e.f 14th May 2016 and thereafter resigned on 23rd December 2016.

• Mr. Ashok Kumar Choudhary (DIN: 07441963) Whole-time Director of the Companyhad resigned from the Directorship w.e.f 23rd March 2017.

• Ms. Akansha Sisodiya Company Secretary resigned w.e.f. 26 April 2017.

• Ms. Ankita Gupta Company Secretary was appointed w.e.f. 20th June 2016 andresigned w.e.f. 12th January 2017.

• Ms. Charu Srivastava Company Secretary was appointed w.e.f. 24th January 2017.

B) Board Evaluation :

Pursuant to the provisions of the Companies Act 2013 and the ListingAgreement/Regulations the Board has carried out an annual performance evaluation of itsown performance of individual Directors as well as the evaluation of the working of itsall Committees.

Directors:

i. Independent Directors:

The performance of each independent director was evaluated by the entire Board ofDirectors (in the absence of the director getting evaluated) on various parameters likeengagement leadership analysis decision making communication governance interest ofstakeholders etc. The Board was of the unanimous view that every Independent Director wasa reputed professional and brought his rich experience to the deliberations of the Board.The Board also appreciated the contribution made by all Independent Directors in guidingthe management to achieving higher growth and continuance of each independent director onthe Board will be in the interest of the Company.

ii. Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the IndependentDirectors at their separate meeting. Further their performance was also evaluated by theBoard of Directors. The various criteria considered for the purpose of evaluation includedleadership engagement transparency analysis decision making functional knowledgegovernance stakeholders etc. The Board was of the unanimous view that all thenon-independent directors were providing good business and people leadership.

iii. Declaration by an Independent Director(s) and re-appointment if any:

Pursuant to provisions of Section 134(3)(d) of the Companies Act 2013 with respect tostatement on declaration given by Independent Directors under Section 149(6) of the Actthe Board hereby confirms that all the Independent Directors of the Company have given adeclaration and have confirmed that they meet the criteria of independence as provided inthe said Section 149(6).

13. Share Capital

During the period under review there were no changes in the Capital Structure of theCompany. The Authorised Capital of the Company Stands at 31st March 2017 is Rs.400000000 divided into 4 00 00000 equity shares of Rs. 10 each.

The issued and Subscribed of the Company is Rs. 400000000 divided into 40000000equity shares of Rs. 10 each.

14. Details of Committee of the Board:

At present the Board has following Three (3) Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

The Composition of various Committees and compliances are in line with the applicableprovisions of the Companies Act 2013 read with the Rules and Listing Regulations. Detailsof terms of reference of the Committees Committees membership and attendance at meetingsof the Committees are provided in the Corporate Governance Report.

15. Policy on Directors' appointment and Policy on remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act 2013 the policyon appointment of Board members including criteria for determining qualificationspositive attributes independence of a Director and the policy on remuneration ofDirectors KMP and other employees is attached as 'Annexure 3' respectively which formspart of this report.

16. Vigil Mechanism:

The Company has a Vigil Mechanism cum Whistle Blower Policy ('Vigil Mechanism") inplace. The Vigil Mechanism is a system for providing a tool to the employees of theCompany to report violation of personnel policies of the Company unethical behaviorsuspected or actual fraud violation of code of conduct. The Company is also committed toprovide requisite safeguards for the protection of the persons who raise such concernsfrom reprisals or victimization for whistle blowing in good faith.

The Board of Directors affirms and confirms that no personnel have been denied accessto the Audit Committee. The Policy contains the provision for direct access to thechairperson of the Audit Committee in appropriate or exceptional cases. The same isavailable on the website of the Company at www.syncomhealthcare.com.

17. Auditors :

a) . Statutory Auditor and their Report

During the period under review M/s Karnavat & Co Chartered Accountants Mumbairesigned from the post of Statutory Auditor due to pre-occupation. The casual vacancy socaused was filled by appointing M/s S.G. Kabra Co. Chartered Accountants Mumbai as aStatutory Auditor of the Company vide ordinary resolution passed on the Extra OrdinaryGeneral Meeting held on 30th January 2017 till the conclusion of 15th Annual GeneralMeeting.

On the recommendation of Audit Committee the Board of Directors decided to appoint M/s.S.G. Kabra & Co. Chartered Accountants Mumbai having ICAI Firm Registration No.104507W as Statutory Auditors of the Company. The Company has received a letter asrequired under section 141 of the Companies Act 2013 from them confirming theireligibility and willingness to act as Statutory Auditors if appointed shall hold theoffice for the period of 3 years from the conclusion of 15th Annual General Meeting untilthe conclusion of the 18th Annual General Meeting to examine and audit the accounts of theCompany for all the 3 financial years subject to ratification by the members of theCompany at all the subsequent AGM.

There is no qualification reservation or adverse remark or disclaimer made by theStatutory Auditors in its report and therefore there are no further explanations to beprovided for in this report.

b) . Secretarial Auditor and their Audit Report

M/s. Sanjay Dholakia & Associates Practising Company Secretary were appointed asSecretarial Auditors of the Company for the financial year 2016-17 pursuant to Section 204of the Companies Act 2013. The Secretarial Audit Report submitted by them in theprescribed form MR- 3 is attached as 'Annexure 4' and forms part of this report.

There are no qualifications or observations or adverse remarks or disclaimer of theSecretarial Auditors in the Report issued by them for the financial year 2016-17 whichcall for any explanation from the Board of Directors.

c) Cost Auditor and their Report

As per Section 148 of the Companies Act 2013 read with Rules framed thereunder M/s M.Goyal & CO. Cost Accountants (Firm's Membership No. 000051) were re-appointed asCost Auditors for the financial year 2015-16 to conduct cost audit of the accountsmaintained by the Company in respect of the various products prescribed under theapplicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by theBoard of Directors on the recommendation of Audit Committee. The requisite resolution forratification of remuneration of Cost Auditors by members of the Company has been set outin the Notice of ensuing annual general meeting. They have also been appointed as CostAuditors for financial year 2017-18 by the Board of Directors upon recommendation ofAudit Committee to conduct cost audit of the accounts maintained by the Company inrespect of the various products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2016-17 issued by M/s M. Goyal & CO.Cost Accountants Cost Auditors in respect of the in respect of the various productsprescribed under Cost Audit Rules was fi led with the Ministry of Corporate Aff airs(MCA).

18. Particulars of loans guarantees or investments under section 186:

During the year under review the Company has not provided any loans made investmentsgave guarantees or subscribed/purchased securities under Section 186 of the Companies Act2013.

19. Particulars of contracts or arrangements with Related Party :

The Company during the year has not entered into any transaction as specified undersection 188(1) of the Companies Act 2013 with related parties which are not on arms'length basis or are on arms' length basis and material in nature. Accordingly thedisclosure of Related Party Transactions to be provided under section 134(3) (h) of theCompanies Act 2013 in Form AOC - 2 is not applicable.

20. Directors' Responsibility Statement :

As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act2013 your Directors subscribe to the Directors Responsibility Statement and state that:

a) In preparation of the annual accounts the applicable accounting standards had beenfollowed and there are no material departures from them;

b) the Directors had selected such accounting policies and applied them consistentlyand made 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 ofthe profit 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 the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by theCompany & that such internal financial controls are adequate and were operatingeffectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

21. Particulars of employees :

The information required under Section 197(12) of the Companies Act 2013 read withCompanies (Appointment and Remuneration) Rules 2014 and forming part of the Directors'Report for the year ended 31st March 2017 is given in a separate Annexure 5.

None of the employees listed in the said Annexure is a relative of any Director of theCompany. None of the employees hold (by himself or along with his spouse and dependentchildren) more than two percent of the equity shares of the Company.

Disclosure as required under Rule 5(2) Companies (Appointment and Remuneration) Rules2014 do not apply to company since none of the employees employed either throughout theyear or for a part of the year was in receipt of the remuneration of more the sixty lacsp.a. or Five Lacs per month as the case may be.

22. Corporate Governance:

The Company is adhering to good corporate governance practices in every sphere of itsoperations. The Company has taken adequate steps to comply with the applicable provisionsof Corporate Governance as stipulated under the Listing Regulations. A separate report onCorporate Governance is enclosed as a part of this Report as an Annexure 6 along with theCertificate on Corporate Governance received pursuant to Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 for the period from 1st April2016 up to 31st March 2017 from the Practicing Company Secretaries M/s. Sanjay Dholakia& Associates as an Annexure 7.

23. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year under review asstipulated in Clause 49 of the Listing Agreement and Regulation 34 read with part B ofSchedule V of Listing Regulations entered into with the Stock Exchanges is set out in aseparate section forming part of Director Report as Annexure 8.

24. Corporate Social Responsibility (CSR):

In line with the new provisions of the Companies Act 2013 and the rules framed thereunder with respect to the Corporate Social Responsibility (CSR) your company is notgoverned by the provisions of Section 135 of the Companies Act 2013 and Companies(Corporate Social Responsibility Policy) Rules 2014. So the Company is not required toformulate a policy on CSR and also has not constituted a CSR Committee.

25. Internal Financial Control System and their Adequacy:

Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business. The management exercises financialcontrol on the operations through a well-defined budget monitoring process and otherstandard operating procedures.

26. Risk Management Policy:

There is a continuous process for identifying evaluating and managing significantrisks faced through a risk management process designed to identify the key risks facingbusiness. Risks would include significant weakening in demand from core-end marketsinflation uncertainties and any adverse regulatory developments etc. During the year arisk analysis and assessment was conducted and no major risks were noticed.

27. Disclosure as per Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 :

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with Rule 14 the internal committee constitutedunder the said act has confirmed that no complaint/case has been filed with the Companyduring the year.

28. Other Disclosures/Reporting :

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

d) Details of payment of remuneration or commission to Managing Director or JointManaging Director of the Company from any of its subsidiaries as the Company does not haveany Subsidiaries/Joint Venture/Associate Company.

e) Voting rights which are not directly exercised by the employees in respect of sharesfor the subscription/ purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged undersection 67(3)(c) of the Companies Act 2013).

29. Consolidated Financial Statements:

As stipulated by Regulation 33 of the Listing Regulations the consolidated financialstatements have been prepared by the Company in accordance with the applicable AccountingStandards. The audited consolidated financial statements together with Auditors' Reportform part of the Annual Report. Pursuant to Section 136 of the Companies Act 2013 thefinancial statements of the subsidiary is kept for inspection of the shareholders at theRegistered Office of the Company.

30. Acknowledgement:

Your Directors wish to place on record their appreciation for the co-operation extendedby all the employees Bankers Financial Institutions various State and CentralGovernment authorities and stakeholders.

For Syncom Healthcare Limited

Manju Khandelwal Ajay Shankarlal Bankda
Place: Mumbai Director Managing Director
Date:10.07.2017 DIN :07500696 DIN: 00013796