The Members of
Syncom Formulations (India) Limited
The Directors presenting their 32nd Annual Report along with the AuditedStandalone Financial Statements of Syncom Formulations (India) Limited ("theCompany" or "Syncom") for the year ended 31st March 2020.
HIGHLIGHTS OF PERFORMANCE/STATE OF AFFAIRS
Total net income for the year increased to Rs. 21073.29 Lakhs as compared toRs. 19185.30 Lakhs in the previous year;
Total net sales for the year increased to Rs. 20551.10 Lakhs as compared to Rs.18677.22 Lakhs in the previous year;
Total profit before tax for the year was Rs. 1728.90 Lakhs as compared to Rs.1267.54 Lakhs in the previous year; and
Profit after tax for the year was Rs. 1425.34 Lakhs as compared to Rs. 1109.01Lakhs in the previous year.
|Particulars || |
Year Ended On
|31.03.2020 ||31.03.2019 |
|Revenue from Operations (Net) ||20551.10 ||18677.22 |
|Other Income ||522.19 ||508.08 |
|Total Income ||21073.29 ||19185.30 |
|Total Expenditure except Interest and Depreciation ||18887.10 ||17495.60 |
|Profit before Interest Depreciation & Tax (EBIDTA) ||2186.19 ||1689.70 |
|Less: Interest ||46.01 ||21.88 |
|Less: Depreciation ||406.11 ||400.28 |
|Profit before Tax and exceptional item ||1734.07 ||1267.54 |
|Less: Exceptional Item ||5.17 ||- |
|Profit before Tax ||1728.90 ||1267.54 |
|Less: (a) Current Tax ||443.39 ||330.92 |
|(b) Tax adjustments related to previous year ||(0.13) ||13.12 |
|(c) Deferred Tax ||(139.70) ||(185.51) |
|Net Profit for the Year ||1425.34 ||1109.01 |
|Add: Other Comprehensive Income ||(122.72) ||(40.86) |
|Total Comprehensive Income ||1302.62 ||1068.15 |
|Paid up Equity Share Capital ||7806.52 ||7806.52 |
|EPS (Equity Shares of Re. 1/- each) Basic & Diluted (in Rs.) ||0.17 ||0.14 |
The Company has adopted Indian Accounting Standards (Ind-AS) from 1st April2017 as prescribed under Section 133 of the Companies Act 2013 ("the Act")read with the relevant rules issued thereunder and accordingly these financial statementsfor all the periods presented have been prepared in accordance with the recognition andmeasurement principles as stated therein.
In view to conserve resources the Board has not recommended any dividend on Equityshares for the Financial Year 2019-20 (Previous year 2018-19: NIL).
SHARE CAPITAL & RESERVES
The paid up Capital of Syncom as on 31st March 2020 was Rs. 780652180divided into 780652180 equity shares of Re. 1/- each. During the year under reviewSyncom has neither issued shares with differential voting rights nor granted stock optionsnor sweat equity. As on 31st March 2020 your company do not hold anyinstruments convertible into the equity shares of the Company.
CHANGE IN CONTROL AND NATURE OF BUSINESS
There is no change in control and nature of business activities during the period underreview.
TRANSFER TO RESERVES
During the year under review your company proposes to transfer Rs. 1250.00 Lakhs to thegeneral reserves (Previous year Rs. 750.00 Lakhs). The total accumulated reserves of theCompany in the financial year ending 31st March 2020 were Rs. 6758.50 Lakhs ascompared to the previous financial year Rs. 5455.88 Lakhs.
Cash and cash equivalent as at 31st March 2020 was Rs. 820.75 Lakhs ascompared to Rs. 734.90 Lakhs in previous year. Syncom continues to focus on judiciousmanagement of its working capital Receivables inventories and other working capitalparameters were kept under strict check through continuous monitoring.
Syncom is having status of debt free company and it has obtained loans against the lienon FDRs.
IMPACT OF COVID-19 PANDEMIC
Inflict of COVID-19 pandemic all around the world has affected activities of allbusinesses. In India there has been severe disruption to regular business operations dueto lock-downs disruptions in transportation travel bans quarantines social distancingand such other emergency measures. In assessing the recoverability of receivablesinventories loans and other financial assets the Company has considered internal andexternal information up to the date of approval of the financial statements. Consideringthe uncertainties involved in estimating the impact of this pandemic the future impact ofthis pandemic may be different from those estimated as on the date of approval of thesefinancial statements.
TRANSFER OF THE AMOUNT OF UNPAID DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION &PROTECTION FUNDS (IEPF)
Pursuant to the provisions of the Companies Act 2013 read with the IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 ("the Rules") all unpaid orunclaimed dividend for a period exceeding 7 years are required to be transferred by thecompany to the IEPF established by the Government of India. Further the shares on whichdividend has not been paid or claimed by the shareholders for 7 (seven) consecutive yearsor more are also required to be transferred to the D-mat account of the IEPF Authority.
Accordingly Syncom has transferred the unclaimed and unpaid dividends of Rs. 98723/-and has also transferred corresponding 84790 equity shares of Re. 1/- each for the F.Y.2011-12 to the IEPF Authority as per the requirement of the IEPF rules. There are also 320shares not transferred to IEPF Authority due to Suspended status of account ofShareholders for the F.Y. 2011-12. The Company has also transferred the unpaid /unclaimeddividend for the year 2011-12 of Rs. 98723/- to the IEPF Authority within the prescribedtime.
The details relating to dividend remaining unpaid-unclaimed from the year 2012-13onward in the Company have been given in the Corporate Governance Report attached with theannual report of the Company and also hosted on the website of the Company.
The details relating to deposits covered under Chapter V of the Act
(a) Accepted during the year : Nil
(b) Remained unpaid or unclaimed as at the end of the year : Nil
(c) Whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved :Nil
Details of deposits which are not in compliance with the requirements of Chapter V ofthe Act:
The Company has not accepted any deposits which are not in compliance of the Companies(Acceptance of Deposits) Rules 2014 during the financial year.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Your company has not given any guarantee or provided any security to the other businessentity during the financial year however has earlier made investment in equity shares ofother companies and also given loan to other companies. The following details of theinvestments made and loan given are disclosed as per the requirement of Regulation 34(3)of the SEBI (LODR) Regulations 2015 read with Schedule V of the Listing Regulations.
|Name of the Company ||Investment made/ Loans Provided ||No. of Shares/ ||Op. Balance as on 31/03/2019 (Fair Value in Rs.) ||Transa ctions made during the year ||Cl. Balance as on 31/03/2020 (Fair Value in Rs.) |
|Ravi Kumar Distileries Ltd. ||Investment in equity shares ||511000 ||4517240 ||0 ||2330160 |
|Bil Energy Systems Ltd. ||Investment in equity shares ||1063000 ||4145700 ||0 ||520870 |
|PFL Infotech Ltd. ||Investment in equity shares ||32700 ||248193 ||0 ||140610 |
|Risa International Ltd. ||Investment in equity shares ||45000 ||23850 ||0 ||29250 |
|Rutron International Ltd. ||Investment in equity shares ||550000 ||748000 ||0 ||253000 |
|Upsurge Investment & Finance Ltd. ||Investment in equity shares ||274000 ||5411501 ||0 ||3057840 |
|Options Infra Projects Pvt. Ltd. ||Loan Provided ||- ||5140548 ||(140548) ||5000000 |
1. The investment and loan made by the company are within the powers of the Board ofdirectors as specified under the provisions of section 186 the Companies Act 2013 and thecompany.
2. The fair market value of the Investments as at 31st March 2020 wasrecorded for Rs. 6331730/- only as per requirement of the IND-AS against the originalcost of Investments was Rs. 62318568/-.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
ECONOMIC SCENARIO AND OUTLOOK
India is one of the fastest growing economies in the world and is expected to be one ofthe top three economic powers in the world over the next 10-15 years backed by its robustdemocracy and strong partnerships. The global economic growth is estimated to be 2.9% in2019 down from 3.6% in 2018. In the beginning of 2020 the COVID-19 pandemic has imposedsevere impact on economic activity as a result; the global economy is projected tocontract sharply by - 3% in 2020. With a rapid increase of this pandemic more than 150countries had put in place partial or complete lockdown to contain the virus. The lockdownhas resulted supply chains disruptions lower productivity decreasing demand incomedeclines and heightened uncertainty leading to further business closures and job losses.Because of the economic fallout various governments are taking substantial targetedfiscal monetary and financial market measures to normalize economic activity. Largenumber of countries is expected to negative per capita income growth in 2020. There is amulti-layered crisis with de facto shutdown of significant portion of the economy. Centralbanks of various countries have already taken significant actions to have rate cutsprovide monetary benefits and liquidity support to reduce systemic stress. These actionshave contributed to ensure that the economy is better placed to recover. There remainsconsiderable uncertainty around the forecast; however assuming that pandemic to fade inthe second half of 2020 global growth is expected to rebound to 5.8% in 2021 reflectingthe normalization of economic activity. Fruitful approaches are essential to presupposethe possibility of worse outcomes. Necessary measures to reduce infection and protectlives are important investments for long-term human and economic health.
INDUSTRY STRUCTURE AND OPPORTUNITIES
The Indian pharmaceutical industry is one of the world's fastest growing industries andamong the biggest contributors to the world economy. The Indian pharmaceutical industry isthe third largest by volume and 12th largest in terms of value in the world.India is the largest provider of generic drugs globally. Indian pharmaceutical sectorsupplies over 50 per cent of global demand for various vaccines it plays a unique role inimproving the lives of patients. Its role has become far more critical during the fightagainst COVID -19 pandemic. COVID-19 Pandemic has opened up opportunities for the Indianpharmaceutical sector due to the various reasons i.e. Lower operating cost populationsand no. of actives cases of COVID-19. Further Indian Pharmaceuticals companies havelargely dependence on Chinese imports for their Raw Materials which includes ActivePharmaceutical Ingredients (APIs) and key intermediates which are converted into genericsin India for exports to all over the world. Syncom has initiated a way to shift towardsindigenous goods in respect of their Raw Materials and converted the same into theFinished Goods while the cost of materials is the major factor between Indigenous goodsand Imported goods from China. India offers numerous opportunities for the Pharmaceuticalindustry. The Government of India take up arms for health sector leading to increasedspending is also a growth factor to the Pharmaceuticals industry. The Company has not beenseriously affected by the ongoing COIVD 19 Pandemic but the future outlook has becomevery uncertain.
While Pharma market/industry is developing at a rapid pace we are closely monitoringthe track of these transformations and remain acute agile and adaptive in responding tochallenges and opportunities.
THREATS RISKS & CONCERNS
As the world is facing problem of COVID-19 pandemic there is greater degree ofuncertainty about the duration of lockdown and the time required for things to get normal.The extent to which COVID-19 pandemic will impact the operations and financial results isdependent on the future developments which are highly uncertain. This is the major riskin the near future and its long term impact needs to be assessed and for the sameproactive action taken by the company.
The company is a generic pharmaceutical player operating in different countries acrossthe globe; there are large numbers of players in the market ultimately resulting in cutthroat competition. This competition and also the increasing input cost constantly putspressure on the prices of the generic products which company charges to the customers.During the past few years industry has witnessed various changes. A few other concerns areregulatory risk growth risk litigation risk inflation which ultimately affects thebusiness and volume of the products of the company.
Economic woes of certain geographies are impending the pharmaceuticals market growthalthough long term outlook for the industry remains positive. Poor public healthcarefunding and infrastructure currency fluctuations regulatory issues government mandatedprices controls inflation and resultant all round increase to input costs are few causesof concern.
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.
In view of the profits of Syncom during immediately financial year Syncom is requiredto Undertake Corporate Social Responsibility (CSR) activities during the year 2019-20 asper provisions of the section 135 of the Companies Act 2013 and the rules made thereunder. As part of its initiatives under CSR Syncom has undertaken activities in the areasof Education and Health as covered in the 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 atwww.sfil.in. The Board confirms that the Company has obtained the responsibility statementof the CSR Committee on the implementation and monitoring of the CSR Policy during theyear as enclosed to the Board Report.
SEGMENT WISE OR PRODUCT WISE PERFORMANCE
The following segments are identified by the Company:
1) Pharmaceutical Drug & Formulations
2) Trading of Commodity
3) Renting of Property
The Segment wise performance is given in Note 38 to the Audited Financial Statement.
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 employee's 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'.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT INCLUDING NUMBEROF PEOPLE EMPLOYED:
Many initiatives have been taken to support business through organizational efficiencyprocess change support and various employee engagement programmers' 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 receivedgreater focus:
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.
DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS
|Key Ratio ||2019-20 ||2018-19 ||Variance ||Comments for Variation in ratio above 25% |
|Debtors Turnover Ratio ||4.85 ||4.73 ||2.70% ||- |
|Inventory Turnover Ratio ||24.11 ||32.34 ||(25.45%) ||Inventory holding period increased than previously due to recession in demand. |
|Interest Coverage Ratio ||37.51 ||56.77 ||(33.93%) ||Increase in finance cost during the year excess utilization of OD Limit to meet out working capital requirement. |
|Current Ratio ||3.12 ||2.39 ||30.46% ||Company has sufficient fund to meet its Short Term Obligation more than 3 times. |
|Debt Equity Ratio ||0.24 ||0.30 ||21.30% ||- |
|Operating Profit Margin (%) ||8.40 ||6.65 ||26.26% ||Increased Signify efficiency of controlling the overall costs. |
|Net Profit Margin (%) ||6.34 ||5.72 ||10.83% ||- |
|Return on networth (Any Change) ||8.94 ||8.05 ||11.40% ||Its favorable shows the best utilization of the networth of the Company. |
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND 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.
Statement showing the number of complaints filed and the number of complaints pendingas on the end of the financial year is shown as under: -
|Category ||No. of complaints pending at the beginning of F.Y. 2019-20 ||No. of complaints filed during the F.Y. 2019-20 ||No. of complaints pending as at the end of F.Y. 2019-20 |
|Sexual Harassment ||Nil ||Nil ||Nil |
No complaints were received during the year which is appreciable as the management ofSyncom endeavor efforts to provide safe environment for the female employees of thecompany.
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 complexityof its operations. To maintain its objectivity and independence the Internal Auditfunction reports 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 atwww.sfil.in.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your company has a Vigil Mechanism in place which also includes a whistle blower policyin terms of the listing regulation for Directors and employees of the Company to provide amechanism which ensures adequate safeguards to employees and Directors from anyvictimization on raising of concerns of any violations of legal or regulatoryrequirements incorrect or misrepresentation of any financial statements and reports etc.The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the Company'swebsite at the www.sfil.in and the same is being attached with this Report as "Annexure-B".
All the employees have the right/option to report their concern/grievance to theChairman of the Audit Committee. During the year under review no protected disclosure fromany Whistle Blower was received by the designated officer under the Vigil Mechanism.
SUBSIDIARIES ASSOCIATE COMPANIES AND JOINT VENTURES:
The Company does not have any Subsidiary Associate or Joint Venture at the beginningor any time during the year or at the end of the financial 2019-20. Therefore the companyis not required to furnish any details in the Form AOC-1.
PROVISION OF VOTING BY ELECTRONIC MEANS:
Your Company is providing E-voting facility including remote e-voting and e-voting atAGM under section 108 of the Companies Act 2013 read with Rule 20 of the Companies(Management and Administration) Amendment Rules 2015. The details regarding e-votingfacility including remote e-voting and e-voting at AGM is being given with the notice ofthe Meeting.
Further In view of the massive outbreak of the COVID-19 pandemic social distancing isa norm to be followed and pursuant to the Circular No. 14/2020 dated 8th April2020 Circular No.17/2020 dated 13th April 2020 issued by the Ministry ofCorporate Affairs (MCA) followed by Circular No. 20/2020 dated 5th May 2020physical attendance of the Members to the AGM venue is not required and Annual GeneralMeeting (AGM) is to be held through Video Conferencing (VC) or Other Audio Visual Means(OAVM). Hence Members are requested to attend and participate in the ensuing AGM throughVC/OAVM only.
BOARD OF DIRECTORS KMPs AND MEETINGS OF THE BOARD
Declaration of Independency by Independent Directors
The Company has received necessary declaration from all the independent directors asrequired under section 149(6) of the Companies Act 2013 confirming that they meet thecriteria of Independence as per Regulation 16(1)(b) the SEBI (LODR) Regulation 2015 andthe Companies Act 2013.In the Opinion of the Board all the independent directorsfulfills the criteria of the independency as required under the Companies Act 2013 andthe SEBI (LODR) Regulations 2015.
The company has at the 30th Annual General Meeting (AGM) of Syncom held on28th September 2018 the Members had re-appointed all the existing independentdirectors viz Shri Krishna Das Neema (DIN: 02294270) Shri Vinod Kumar Kabra (DIN:01816189) and Shri Praveen Jindal (DIN: 05327830) for a second term of 5 consecutive yearswith effect from 1st April 2019 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 thatthe Board confirmed that all the independent directors fulfill the criteria laid under theCompanies Act 2013 and the SEBI (lOdR) Regulations 2015.
Directors seeking re-appointment
In accordance with the provisions of the Companies Act 2013 and in terms of theArticles of Association of the Company Mr. Kedarmal Shankarlal Bankda (DIN: 00023050)Chairman &Whole-time Director is liable to retire by rotation and he is eligible forre-appointment. Your Board recommends passing necessary resolution for his re-appointment.
Change in the terms of appointment/reappointment of Key Managerial Personnel's
At the 31st AGM held on 30th Sept. 2019 the members of thecompany has approved the following resolution related to change in termsappointment/re-appointment of Key Managerial Personnel's:
1) Re-appointment of Shri Vijay Shankarlal Bankda Managing Director of the company fora further period of 5 (Five) years w.e.f. 1st December 2019 by passing aSpecial Resolution;
2) Revision in Remuneration of Shri Kedarmal Shankarlal Bankda Chairman and Whole-timeDirector of the company w.e.f. 1st June 2019 for remaining terms till 2ndMay 2022 by passing a Special Resolution;
3) Revision in Remuneration of Smt. Rinki Ankit Bankda Whole-time Director of thecompany w.e.f. 15th Nov. 2019 for remaining terms till 14th Nov.2022 by passing a Special Resolution.
Except this there is no change in the Key Managerial Personnel's of the Company duringthe year.
Key Managerial Personnel's
Syncom is having 5 (Five) Key Managerial Personnel's viz Shri Vijay Shankarlal BankdaManaging Director; Shri Kedarmal Shankarlal Bankda Chairman & Wholetime Director;Mrs. Rinki Ankit Bankda Whole-time Director; Shri Ankit Kedarmal Bankda Chief FinancialOfficer and CS Shubham Dubey Company Secretary are functioning as the Key ManagerialPersonnel's under section 203 of the Companies Act 2013.
Composition of the Board
Syncom is having total 6 (Six) directors in the Board including 3 (Three) independentdirectors and meeting the requirement of the Companies Act 2013 and the SEBI (LODR)Regulations 2015 as applicable to the Company Shri Kedarmal Shankarlal Bankda is theChairman of the Board and the Company's meetings.
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.
The notice of Board meeting is given well in advance to all the Directors. Usuallymeetings of 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 Board met 4 (Four) times in financial year 2019-20 viz. on 30th May2019 14th August 201914th November 2019 and 14thFebruary 2020. The maximum interval between any two meetings did not exceed 120 days. TheCompany has complied with all the requirements of the Secretarial Standard-1 in respect ofthe Board and the Committee Meetings.
The definition of 'Independence' of Directors is derived from SEBI (LODR) Regulations2015 and section 149(6) of the Companies Act 2013. Based on the confirmation/disclosuresreceived from the Independent Directors and on evaluation of the relationships disclosedShri Krishna Das Neema Shri Praveen Jindal and Shri Vinod Kumar Kabra are theNon-Executive and Independent Directors in terms of Regulation 17(10) of the SEBI (LODR)Regulations 2015 and section 149(6) of the Companies Act 2013.
Policy on Directors' appointment and remuneration
The Board has on the recommendation of the nomination and remuneration committeeframed a nomination remuneration and evaluation policy which lays down the criteria foridentifying the persons who are qualified to be appointed as directors and or seniormanagement personnel of the company along with the criteria for determination ofremuneration of directors KMP's and other employees and their evaluation and includesother matters as prescribed under the provisions of section 178 of Companies Act 2013and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given atthe website of the Company at www.sfil.in and the same are also covered in CorporateGovernance Report forming part of this annual report.
Annual evaluation by the Board
The Company has devised a Policy for performance evaluation of the Board Committeesand other individual Directors (including Independent Directors) which include criteriafor performance evaluation of Non-executive Directors and Executive Directors. Theevaluation process inter alia considers attendance of Directors at Board and committeemeetings acquaintance with business communicating inter se board members effectiveparticipation domain knowledge compliance with code of conduct vision and strategy.
The Board carried out an annual performance evaluation of the Board CommitteesIndividual Directors and the Chairman. The Chairman of the respective Committees sharedthe report on evaluation with the respective Committee members. The performance of eachCommittee was evaluated by the Board based on report on evaluation received fromrespective Committees.
The report on performance evaluation of the Individual Directors was reviewed by theChairman of the Board and feedback was given to Directors.
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) of the Companies Act 2013:
a. that in the preparation of the annual financial statements for the year ended 31stMarch 2020 the applicable accounting standards have been followed along withproper explanation relating to material departures if any;
b. that such accounting policies as mentioned in Note 1 & 2 of the Notes to theFinancial
Statements have been selected and applied consistently and judgment and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2020 and of the profit of theCompany 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 going concern 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.
COMMITTEES OF THE BOARD
During the year under review the Board has the 7 (Seven) Committees as required underthe Companies Act 2013 and SEBI (LODR) Regulations 2015 as follows:
(a) Audit Committee;
(b) CSR Committee;
(c) Nomination and Remuneration Committee (NRC);
(d) Stakeholders' Relationship Committee (SRC);
(e) Risk management Committee; (RMC) (Voluntarily Constituted);
(f) Corporate Compliance Committee;
(g) Internal Complaint Committee on the Sexual Harassment of women at work place.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
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 no materiallysignificant related party transactions made by Syncom with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of Syncom. Therefore there is no requirement to furnish any details in theForm AOC-2.
All Related Party Transactions are placed before the Audit Committee and the Committeehas accorded its Omnibus Approval and also reviewed the same periodically also the Boardfor their consideration on a quarterly basis. The statement is supported by a Certificatefrom the Managing Director and the Chief Financial Officer. The Company has developed aRelated Party Transactions Policy Standard Operating Procedures for purpose ofidentification and monitoring of such transactions.
The policy on Related Party T ransactions as approved by the Board is uploaded on theCompany's website at www.sfil.in
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
SEBI has issued an Order No. WTM/GM/EFD/1/2018-19 dated 2nd April 2018 inthe matter of First Financial Services Limited and has restrain the company to access thecapital market for a period of three years from the date of the order and has allowed thecompany to enjoy the benefit of the reliefs as granted by them earlier. SEBI had grantedan Interim Relief vide letter SEBI/HO/ISD/ISD/OW/P/2016/0000001565 dated 22nd January2016 in the aforesaid matter and further orders was issued by the SEBI on 25th August2016 for providing reliefs for sale of the investments as per conditions stipulatedtherein. The Company is complying with the terms and conditions of the same.
The SEBI has further issued show cause Notice on 29th March 2019 forinitiation of inquiry under Rule 4 of Adjudication Rules 1995 read with Section 15I oftheSEBI Act and Rule 4 of Adjudication Rules 2005 read with section 231 of SCRA etc. forimposing penalty. The Company has filed an appeal before the SAT vide Case No. 181 of 2018against the order dated 2nd April 2018 issued by SEBI and the final outcome isstill pending with the SAT.
Statutory Auditors & their report
According to applicable provisions of the Companies Act 2013 M/s Sanjay Mehta &Associates Chartered Accountant (F.R.N.011524C) was appointed as statutory auditors ofthe company for a term of 5 (Five) years at the Annual General Meeting of the Company heldon 29th September 2017. The Auditors have confirmed that they eligible tocontinuing as Auditors of the Company.
The Board takes pleasure in stating that no such observation has been made by theAuditors in their report which needs any further explanation by the Board. The Auditor'sReport is enclosed with the Financial Statement in this Annual Report.
Cost Audit and Records
Pursuant to section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 Cost Records as specified by the CentralGovernment under section 148(1) of the Companies Act 2013 is 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 2020-21 on aremuneration of Rs. 35000/-plus GST as required under the Companies Act 2013 theremuneration payable to the cost auditor is required to be placed before the Members in ageneral meeting 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. 3 of the Notice convening the Annual General Meeting. Your Companyhas filed the Cost Audit Report for the year 2018-19 to the Central Government on30/12/2019 which was self-explanatory and needs no comments and the company is in processto file the Cost Audit Report or the year 2019-20.
Pursuant to the provisions of section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Boardof directors 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-C".
Observations of the Secretarial Auditors:
a) SEBI has issued an Order No. WTM/GM/EFD/1/2018-19 dated 2nd April 2018in the matter of First Financial Services Ltd. and has restrain the company to access thecapital market for a period of three years from the date of the order and has allowed thecompany to enjoy the benefit of the reliefs as granted by them earlier. The SEBI hasfurther issued show cause Notice in the matter on 29th March 2019 (received bythe company on 1st May 2019) for intimation of inquiry under Rule 4 ofAdjudication Rules 1995 read with section 15 I of the SEBI Act and Rule 4 of AdjudicationRules 2005 read with Section 23 I of SCRA etc. for imposing penalty for which necessaryappeal were made before the SEBI (SAT) and out come of the same is pending.
b) The Company has obtained loans against the pledge/lien of Fixed Deposits with theDena Bank SBI and IDBI Banks however no charge was registered for the same the totalamount outstanding as at 31st March 2020 is Rs. 214.75 Lakhs as required undersection 77 read with section 2(16) of the Companies Act 2013.
a) The company have filed appeal before the competent authority the matter is subjudice therefore no further comments needs to given at this stage.
b) The company is trying to get the charge registered with MCA but the banker is notsigning the required Form CHG-1 by affixing digital signatures in order to get the chargeregistered. Company is in continuous touch with the banker and will get the chargeregistered in mean time.
Disclosure of frauds against the Company:
There were no instances for other than reportable fraud to the Central Governmentcovered under section 134(5)(e) of the Companies Act 2013. Further that the auditorshave not found any fraud as required to be reported by them under section 143(12) to theCentral Government during the year 2019-20.
ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders.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.
The report on Corporate Governance as stipulated under Regulation 34(3) read withSchedule V of the SEBI (LODR) Regulations 2015 along with the requisite certificate fromthe Statutory Auditor of the Company confirming compliance with the conditions of thecorporate governance is appended and forms a part of this report along with thecertificate of Disqualification of Directors received from Practicing Company Secretary asthe "Annexure 1 and 2" of the Corporate Governance Report.
MD & CFO certification
Certificate obtained from Shri Vijay Shankarlal Bankda Managing Director and ShriAnkit Kedarmal Bankda Chief Financial Officer pursuant to Regulation 17(8) of SEBI(LODR)) Regulations 2015 and for the year under review was placed before the Board at itsmeeting held on 30th June 2020.
A copy of the certificate on the financial statements for the financial year endedMarch 312020 is annexed along with this Report as "Annexure-D".
CONSOLIDATED FINANCIAL STATEMENTS:
Since the Company does not have any subsidiary associate or joint venture thereforethe requirement for consolidation of the Financial Statements are not applicable to theCompany.
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 "Annexure-E".
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL STATUS OF THE COMPANY
No material changes and commitments affecting the financial position of the Companyoccurred during the Financial Year to which these financial statements relate and the dateof report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return for the year 2019-20 inForm MGT-9 is annexed here with as "Annexure-F". The extract ofAnnual Return in Form MGT-9 is also hosted on the website of the company www.sfil.in.
RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION ANDPARTICULARS OF EMPLOYEES.
Pursuant to provision of section 197(12) of Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and thedetails of Top 10 employees given in the "Annexure-G".
During the year none of the employees received remuneration in excess of Rs. One CroreTwo Lakhs or more per annum or Rs. Eighty Lakhs Fifty Thousand per month for the part ofthe year. Therefore there is no information to disclose in terms of the provisions of theCompanies Act 2013.
FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS The Company has in place aFamiliarization Program for Independent Directors to provide insights into the company toenable the Independent Directors to understand its business in depth and contributesignificantly to the company's success. The Company has devised and adopted a policy onFamiliarization Program for Independent Directors and is also available at the company'swebsite at www.sfil.in and the web link for the policy and details of the FamiliarizationProgram imparted to the Independent Directors during the financial year at www.sfil.in.
PREVENTION OF INSIDER TRADING
In view of the SEBI (Prohibition of Insider T rading) Regulation 2015 the Company hasadopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company. The Codeprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed.
The statements made in this Report and Management Discussion and Analysis Reportrelating to the Company's objectives projections outlook expectations and others may be"forward looking statements" within the meaning of applicable laws andregulations. Actual results may differ from expectations those expressed or implied. Somefactors could make difference to the Company's operations that may be due to change ingovernment policies global market conditions foreign exchange fluctuations naturaldisasters etc.
Your Directors thanks the various Central and State Government DepartmentsOrganizations and Agencies for the continuous help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors and other business partners for the excellent support receivedfrom them during the year. The Directors place on record their sincere appreciation to allemployees of the Company for their unstinted commitment and continued contribution to theCompany.
| ||For and on behalf of the Board |
|Place : Indore ||KEDARMAL BANKDA |
|Date: 14th August 2020 ||Chairman & Whole-time Director |
| ||DIN:00023050 |