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Syncom Healthcare Ltd.

BSE: 533157 Sector: Health care
NSE: SYNCOM ISIN Code: INE602K01014
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VOLUME 5491
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Mkt Cap.(Rs cr) 19
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OPEN 4.79
CLOSE 4.66
VOLUME 5491
52-Week high 9.40
52-Week low 4.00
P/E
Mkt Cap.(Rs cr) 19
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 14thAnnual Report alongwith the audited annual accounts for the year ended 31st March 2016 to themembers of the Company.

1. Financial results:

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

(Rs. in Lacs)
Year Ended Year Ended
31/03/2016 31/03/2015
Sales and other income 6590.06 6484.43
Profit before Interest and Depreciation 312.10 455.20
Less : Interest 331.22 456.59
Profit before Depreciation (19.12) (1.39)
Less : Depreciation & Amortization 414.08 533.80
Profit before Taxation (433.20) (535.19)
Less Provision for Taxation 0.00 0.00
Less: Provision for deferred tax liability/(Assets) Provision for Deferred tax Liability/(Assets) 79.96 152.84
Profit after Taxation (353.24) (382.35)
Prior year (Income)/ Expenses 0.00 0.00
Balance carried to Balance Sheet (353.24) (382.35)

2. Brief description of the Company’s working during the year/ state ofCompany’s affair:

During the year under review the Company has earned a total income of Rs. 6590.06 Lacsas against the total income of Rs. 6484.43 Lacs in the previous year thereby registeringa marginal increment in turnover by 1.63%. The increment in sales is mainly on account ofhigher demand of the products. Though there was a increment in total income the losseswere reduced for the better product mix bearing better margins. The Company during theyear under review has incurred a loss of Rs. (353.24) Lacs as against the loss of Rs.(382.35) Lacs in the previous year. During the year under review the Company has madeexports of Rs. 2 Cr. (Previous year Rs. 95 Lacs) and the exports will continuously beincreased in the subsequent years.

3. Dividend:

The Board of Directors of the company has not recommended any dividend for thefinancial year 2015-16.

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 ofthe Company which have occurred between the end of the financial year of the Company towhich the 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 courtsor tribunals 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. Auditors:

The present Statutory Auditors of the Company M/s. Sanjay Mehta & Associates andM/s. Karnavat & Co Chartered Accountants who did not offered themselves forre-appointment as joint Auditors at the ensuing Annual General Meeting in view of thesame the Company has received a letter as required under section 141 of the CompaniesAct 2013 from M/s. Karnavat & Co. Chartered Accountants confirming theireligibility and willingness to act as Statutory Auditors if appointed shall hold theoffice for the period of 5 years from the conclusion of 14th Annual General Meeting untilthe conclusion of the 19th Annual General Meeting to examine and audit the accounts of theCompany for all the 5 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.

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 equipments NIL 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 NA
(b) the year of import NA
(c) whether the technology been fully absorbed NA
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and NA
(iv) The expenditure incurred on Research and Development NIL NIL

 

Foreign exchange earnings and Outgo In Rs. 2015-16 2014-15
(i) The Foreign Exchange earned in terms of actual inflows during the year; 26375478/- 9664491/-
(ii) The Foreign Exchange outgo during the year in terms of actual outflows. 3255054/- 1915225/-

12. Directors And Key Managerial Personnel:

A) Changes in Directors and Key Managerial Personnel

Mr. Ashok Kumar Choudhary (DIN: 07441963) Additional Director cum Whole-time Directorof the Company w.e.f. 22nd February 2016 appointed in the Board Meeting heldon 12th February 2016 is proposed to be regularised him at the ensuing generalmeeting. The Board commends his appointment as Director to the members.

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:

All the Independent Directors have provided the declaration of Independence asrequired pursuant to Section 149(7) of the Companies Act 2013 stating that they meet thecriteria of independence as provided in sub-section (6).

13. Details of Committee of the Board:

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders’ Relationship Committee and

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. The policy ofnomination and Remuneration is Annexed as Annexure 3.

14. Secretarial Audit Report:

The Board of Directors have appointed M/s. Sanjay Dholakia & Associates PractisingCompany Secretaries to conduct Secretarial Audit for the financial year 2015-16 asrequired under Section 204 of the Companies Act 2013 and the rules framed thereunder. TheSecretarial Audit Report for the financial year 2015-16 forms part of the Directors’Report as Annexure 4.

Sr.No. Auditors Observation Reply of Management
1. The Nomination and Remuneration Committee is not in conformity with the Companies Act 2013 as according to Section 178 of the Companies Act 2013 the Committee shall comprise of three or more Non-Executive Directors while Company has only 2 Non-Executive Directors During the financial year the Company was short of one Independent Director however in this ensuing Annual General Meeting the Company has appointed Mrs. Manju Khandelwal as an Independent Director who is also a member of Company’s Nomination and Remuneration Committee thus complying with the said requirement. 2(87)

15. Vigil Mechanism:

The Company has a Vigil Mechanism cum Whistle Blower Policy (‘VigilMechanism’) in place. The Vigil Mechanism is a system for providing a tool to theemployees of the Company to report violation of personnel policies of the Companyunethical behavior suspected or actual fraud violation of code of conduct. The Companyis also committed to provide requisite safeguards for the protection of the persons whoraise such concerns from 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.

16. Board Meetings:

During the year under review the Company has conducted 6 (Six) Board Meetings on 30thMay 2015 14th August 2015 21st September 2015 14thNovember 2015 19th December 2015 and 12th February 2016.

17. 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 CompaniesAct 2013.

18. 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 2014 with related parties which are not onarms’ length basis or are on arms’ length basis and material in nature.Accordingly the disclosure of Related Party Transactions to be provided under section134(3)(h) of the Companies Act 2013 in Form AOC – 2 is not applicable.

19. 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.

20. Managerial Remuneration:

The information required under Section 197(12) of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and formingpart of the Directors’ Report for the year ended 31st March 2016 is givenin a separate Annexure.

The above Annexure is not being sent along with this Report to the Members of theCompany in line with the provision of Section 136 of the Companies Act 2013. Members whoare interested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid Annexure is also available for inspectionby Members at the Registered Office of the Company before the 14th AnnualGeneral Meeting and upto the date of the ensuing Annual General Meeting during thebusiness hours on working days.

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.

21. 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 5.

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 along with the Certificate onCorporate Governance received pursuant to Clause 49 of the Listing Agreement with theStock Exchanges for the period from April 1 2015 to November 30 2015 and Schedule V ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for theperiod from December 1 2015 up to March 31 2016 from the Practicing Company SecretariesM/s. Sanjay Dholakia & Associates.

23. 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.

24. 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.

25. 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.

26. 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/pending with theCompany during the year.

27. 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).

28. 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’Report form part of the Annual Report. Pursuant to Section 136 of the Companies Act 2013the financial statements of the subsidiary is kept for inspection of the shareholders atthe Registered Office of the Company.

29. 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

Pratik Bankda Chairman DIN: 02675798

Place: Mumbai Date: 30th May 2016

Registered Office:

502 Advent Atria Chincholi Bunder Opp. Kingston Complex Malad (West)Mumbai-400064.

CIN:L51397MH2002PLC136652