Synergy Bizcon Ltd.
|BSE: 539143||Sector: Others|
|NSE: N.A.||ISIN Code: INE945O01019|
|BSE LIVE 15:40 | 18 Oct||60.15||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|Mkt Cap.(Rs cr)||74|
|Mkt Cap.(Rs cr)||74.16|
Synergy Bizcon Ltd. (SYNERGYBIZCON) - Director Report
Company director report
Your Directors are pleased to present the 23rd Annual Report of your Companytogether with the Audited Financial Statements and Auditors Report for the yearended 31st March 2016.
1. FINANCIAL PERFORMANCE :-
The financial performance of the Company is summarized as below:
(Amount in Rs.)
2. REVIEW OF OPERATIONS :-
The Net Income of your Company for the year 2015-16 was increased to Rs. 8522.55 Lakhas against Rs. 1646.53 Lakh of the previous year. However the Company has made a NetProfit After Tax of Rs. 22.56 Lakh for the year 2015-16 as against the Net Loss After Taxof Rs. 5.22 Lakh of the previous year.
3. DIVIDEND :-
The Directors have not recommended any Dividend on Equity Shares of the Company.
4. FIXED DEPOSITS :-
The Company has not accepted or renewed any Fixed Deposit within the meaning of Section73 of the
Companies Act 2013.
5. BOARD OF DIRECTORS :-
Mr. Dipesh Adani Independent Director of the Company had resigned from the postof Directorship of the Company w.e.f. 19th June 2015. The Board of Directorsplaces on record its feeling of appreciation for the valuable contribution made by himduring his tenure as a Director.
Mr. Mukesh Patel after recommendation by the Nomination and RemunerationCommittee has been appointed by the Board as an Additional Independent Director of theCompany w.e.f. 19th June 2015. In the 22nd Annual General Meetinghe was appointed as a Regular Independent Director of the Company.
Mr. Shwet Koradiya Director/CFO of the Company liable to retire by rotation hasbeen reappointed in 22nd Annual General Meeting of the Company held on 29thSeptember 2015.
Mrs. Chetnaben Adani Independent Director of the Company had resigned from theDirectorship of the Company w.e.f. 6th November 2015. The Board of Directorsplaces on record its feeling of appreciation for the valuable contribution made by herduring her tenure as Director.
Ms. Surbhi Mudgal after recommendation by the Nomination and RemunerationCommittee was appointed by the Board as an Additional Independent Director of the Companyw.e.f. 6th November 2015 who hold office up to the date of ensuing AGM as anAdditional Director. The Company has received a notice from Shareholder in terms ofSection 160 of the Act signifying its intention to propose the appointment of Ms. SurbhiMudgal as an Independent Director w.e.f. 6th November 2015.
As per the provisions of the Companies act 2013 Mr. Dhirajbhai KoradiyaManaging Director of the Company retires by rotation at the ensuing Annual General Meetingand being eligible seeks re-appointment.
6. INDEPENDENT DIRECTORS :-
The Company has received necessary declaration from each Independent Directors underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independenceas laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Board relies ontheir declaration of independence.
As per Regulation 25 (7) of the Listing Regulations Familiarisation Program has beencarried out by the Company for the Independent Directors details of which has been postedon Companys website www.sbcl.co.in.
7. KEY MANAGERIAL PERSONNEL :-
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and Section 203of the Companies Act 2013 are as follows:
@ Mr. Shwet Koradiya has resigned from the post of CFO w.e.f. 31st May2016.
& Mr. Nikunj Maniya has appointed as CFO w.e.f. 1st June 2016.
# Mr. Vishal Dholiya has resigned from the post of Company Secretary w.e.f. 19thJune 2015.
The Board has appointed Ms. Priyanka Vadnere as a Compliance Officer w.e.f. 19thJune 2015 and Company Secretary w.e.f. 13th August 2015. At present she isacting as Company Secretary and Compliance Officer of the Company.
8. DIRECTORS RESPONSIBILITY STATEMENT:-
Pursuant to the provisions of Section 134 of the Companies Act 2013 the Directorsconfirm that -
(i) in the preparation of the annual accounts for the year ended 31st March2016 the applicable accounting standards have been followed and no material departureshave been made for the same;
(ii) appropriate accounting policies had been selected and applied them consistentlyand judgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial year31st March 2016 and of the profit of the Company for that period;
(iii) proper and sufficient care have been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the annual accounts had been prepared on a "going concern" basis;
(v) the proper internal financial controls are laid down and are adequate and operatingeffectively;
(vi) the proper systems to ensure compliance with the provisions of all applicable lawshave been devised and such systems were adequate and operating effectively.
9. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS :-
During the Financial Year 2015-16 no loan or guarantee was given to any person or bodycorporate directly or indirectly by the Company and investments made by the Company arewithin the limits under Section 186 of the Companies Act 2013.
10. BOARD MEETINGS :-
During the year under review 8 (Eight) Board Meetings were held and the interveninggap between the Meetings did not exceed the period prescribed under the Act the detailsof which are given in the Corporate Governance Report.
11. AUDIT COMMITTEE:-
The details pertaining to the composition of the Audit Committee are included in theCorporate Governance Report. During the year all the recommendations of the AuditCommittee were accepted by the Board.
12. BOARD EVALUATION:-
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and Individual Directors pursuant to the provisions of the Companies Act2013 and the Corporate Governance requirements as prescribed by the SEBI Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of Committeeseffectiveness of Committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theIndividual Directors on the basis of the criteria such as the contribution of theIndividual Director to the Board and Committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors. The same was discussed in the Board Meeting that followed the meeting of theIndependent Directors at which the performance of the Board its Committees andIndividual Directors was also discussed. Performance evaluation of Independent Directorswas done by the entire board excluding the Independent Director being evaluated.
13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO:-
The particulars required to be included in terms of section 134(3)(m) of the CompaniesAct 2013 with regard to Conservation of Energy Technology absorption Foreign Exchangeearnings and outgo are given below:
A. Conservation of Energy:
The Company is not engaged in any type of production. Hence there is no extra stepstaken for energy saving. However Regular steps have been taken to improve energyconsumption by using LED lights in office premises. Company is using invertor as alternatesources of energy. During the year the Company has not made any capital investment onenergy conservation equipment.
B. Technology Absorption:
The project of your Company has no technology absorption. Hence no particulars areoffered.
C. Foreign Exchange Earning and Outgo:
The foreign Exchange earnings and expenditure of the company is NIL.
14. EXTRACT OF ANNUAL RETURN:-
As provided under Section 92(3) of the Companies Act 2013 the extract of the AnnualReturn in form MGT-9 is attached to this report as "Annexure-1".
15. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:-
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function iswell defined in the organisation. The Internal Audit Department monitors and evaluates theefficacy and adequacy of Internal Control Systems in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.Based on the report of Internal Audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions suggested are presented to the Audit Committee of theBoard.
RISK MANAGEMENT POLICY :-
A Risk Management policy was framed and approved by the Board. The Objective of thispolicy is to minimize the adverse impact of various risks to business goals and objectivesand to enhance the value of Stakeholders.
VIGIL MECHANISM (WHISTLE BLOWER POLICY):-
The Company has adopted Vigil Mechanism/ Whistle Blower Policy in accordance with theSection 177 of the Companies Act 2013 and Regulation 22 of the Listing Regulation. Itaims to provide an avenue for employees through this policy to raise their concerns on anyviolation of legal or regulatory requirements suspicious fraud misfeasancemisrepresentation of any financial statements and reports. The Vigil Mechanism/ WhistleBlower Policy have been uploaded on the Companys website
The Companys policy relating to remuneration of Directors KMPs and SeniorManagement as stipulated in Section 178(3) of the Companies Act 2013 has been disclosedin the Corporate Governance Report.
17. JOINT VENTURES SUBSIDIARIES AND ASSOCIATES:-
During the year Your Company has sold entire 27.79% stake in Equity Shares of MehtaPolytex Limited for a consideration of Rs. 38.10 Lakh and thus Mehta Polytex Limited wasceased to be an Associate Company w.e.f. 25th February 2016.
As on 31st March 2016 the Company does not have any Joint VenturesSubsidiaries and Associates Company.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:-
All related party transactions that were entered during the financial year were on thearms length basis and were in the ordinary course of business. There were nomaterially significant related party transitions entered into by the Company withPromoters Directors Key Managerial Personnel or other designated person. Accordinglythere are no transactions that are required to be reported in form AOC-2 in terms ofSection 134 of the Companies Act 2013.
All Related Party Transactions were placed before the Audit Committee and the Board forapproval. A policy on the related party Transitions was framed approved by the Board andposted on the Companys website www.sbcl.co.in.
However you may refer to Related Party transactions as per the Accounting Standardsin the Notes forming part of financial statements.
19. PARTICULARS OF EMPLOYEES:-
There are no employees drawing remuneration as per limits prescribed under Section197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andremuneration of Managerial Personnel).
20. RATIO OF DIRECTORS REMUNERATION TO MEDIAN EMPLOYEES REMUNERATION ANDOTHER DISCLOSURES:-
The table containing the names and other particulars of ratio of DirectorsRemuneration to Median Employees Remuneration in accordance with the provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached to thisreport as "Annexure-2".
21. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION. PROHIBITION AND REDRESSAL) ACT 2013:-
During the Financial Year 2015-16 no complaints were received by the Company relatingto sexual harassment.
22. SECRETARIAL AUDIT REPORT:-
Pursuant to the provisions of Section 204(1) of the Companies Act 2013 and Rule No. 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 theCompany has appointed Mr. Manish R. Patel Company Secretary in Practice Surat asSecretarial Auditor to undertake the secretarial audit of the Company. The SecretarialAudit Report in form MR-3 is attached to this report as "Annexure-3".
There are no qualifications or observations or adverse remarks or disclaimer of theSecretarial Auditors in the Report issued by them for the financial year 2015-16 whichcall for any explanation from the Board of Directors.
23. MANAGEMENT DISCUSSION AND ANALYSIS:-
The Management Discussion and Analysis Report is attached to this report as "Annexure- 4".
24. CORPORATE GOVERNANCE:-
In compliance with all the provisions of Corporate Governance as stipulated inRegulations under Chapter IV of SEBI the Listing Regulations a separate report onCorporate Governance Report along with requisite Certificate from the Auditors of theCompany confirming the Compliance of the conditions of Corporate Governance is attached tothis report as "Annexure - 5".
25. STATUTORY AUDITORS:-
The Auditors M/s. Rajesh Shantilal Jain & Co. Chartered Accountants Indoreretire at the ensuing Annual General Meeting and being eligible; offer themselves forreappointment for a period of this Annual General Meeting till the conclusion of nextAnnual General Meeting. Further as required under the provisions of Section 139 andSection 141 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014M/s. Rajesh Shantilal Jain & Co. have confirmed their consent as well as eligibilityto act as Auditor of the Company.
The Auditors Report does not contain any qualification. Notes to Accounts andAuditors remarks in their report are self-explanatory and do not call for any furthercomments.
26. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:-
There have been no material changes and commitments 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.
27. CHANGE IN THE NATURE OF BUSINESS:-
There is no change in the nature of the business of the Company.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:-
During the year under review no significant or material orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Companysoperations in future.
29. HUMAN RESOURCES:-
The Company treats its "Human Resources" as one of its most important assets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. The Company thrust is on the promotion of talent internally through job rotationand job enlargement.
30. ACKNOWLEDGEMENTS: -
Your Directors would like to express their sincere appreciation for the assistance andcooperation received from our bankers employees auditors and consultants during theperiod under review. The Directors sincerely appreciate the high degree ofprofessionalism commitment and dedication displayed by employees at all levels.
The Directors also place on record their gratitude to the Members for their continuedsupport and confidence.