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Syncom Healthcare Ltd.

BSE: 533157 Sector: Health care
NSE: SYNCOM ISIN Code: INE602K01014
BSE 00:00 | 28 Jun Syncom Healthcare Ltd
NSE 05:30 | 01 Jan Syncom Healthcare Ltd
OPEN 3.95
PREVIOUS CLOSE 4.12
VOLUME 163615
52-Week high 5.79
52-Week low 1.15
P/E
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.95
CLOSE 4.12
VOLUME 163615
52-Week high 5.79
52-Week low 1.15
P/E
Mkt Cap.(Rs cr) 16
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}]

To the Members

The Board of Directors and the Resolution professional have pleasure in presenting theEighteenth Annual Report and the Audited Financial Statements of the Company for thefinancial year ended 31st March 2020.

1. Financial Highlights:

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 Year Ended
31/03/2020 31/03/2019
Revenue from Operations 1996.74 6412.41
Other Income 25.95 27.58
Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense (159.81) (155.8)
Less: Depreciation/ Amortisation/ Impairment/ Finance Cost (1015.09) (985.97)
Profit /loss before Tax Expense (1171.89) (1141.77)
Less: Tax Expense (Current & Deferred) 0 0
Profit /loss for the year (1171.89) (1141.77)
Other Comprehensive Income/loss 20.67 4.38
Profit /loss for the year (1151.22) (1137.39)

2. Operations:

The total sales of the Company for the financial year ended on 31st March2020 were Rs. 1196.74 Lakhs as against Rs. 6412.41 Lakhs during the last financial yearended on 31st March 2020. Similarly the net Profit/ Loss before tax during theyear were Rs. 1171.89 Lakhs Loss as against Rs. 1141.77 Lakhs Loss in the previous year.

3. Dividend:

In the absence of profit no dividend was declared during the financial year 2019-2020.

4. Reserves:

The Board of Directors of your Company has decided not to transfer any amount to theReserves for the year under review.

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:

There have been no material changes and commitments which affect the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this 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 no Subsidiary/Joint Ventures/ Associate Company.

9. Auditors:

a) Statutory Auditor and their Report

M/s. Bhatter and Company (proprietary Firm) having Firm Registration no: 131092W wereappointed as the Statutory Auditors of the Company to hold office till the conclusion of18th Annual General Meeting of the Company on such remuneration as may bedecided by the board. The resolution Professional recommend their appointment for the nextfinancial year till the conclusion of 19th Annual General Meeting.

b) Secretarial Auditor and their Audit Report

M/s. Sindhu Nair & Associates Practicing Company Secretary were appointed asSecretarial Auditors of the Company for the financial year 2019-20 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.

The observations of the Secretarial Auditors in the Report issued by them for thefinancial year 2018-19 are self-explanatory and does not require any further explanationfrom 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 2019-20 to conduct cost audit of the accountsmaintained by the Company in respect of the various products prescribed under theapplicable Cost Audit Rules. The requisite resolution for ratification of remuneration ofCost Auditors by members of the Company has been set out in the Notice of ensuing annualgeneral meeting. They have also been appointed as Cost Auditors for financial year 2020-21by the Resolution Professional upon recommendation of Audit Committee to conduct costaudit of the accounts maintained by the Company in respect of the various productsprescribed under the applicable Cost Audit Rules. The Cost Audit Report for the financialyear 2019-20 issued by M/s M. Goyal& Co. Cost Accountants Cost Auditors in respectof the in respect of the various products prescribed under Cost Audit Rules was filed withthe Ministry of Corporate Affairs (MCA).

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

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 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
2018-19 2019-20 2018-19
(i) The Foreign Exchange earned in terms of actual inflows during the year; 1042699 22060332
(ii) The Foreign Exchange outgo during the year in terms of actual outflows. - -

12. Directors And Key Managerial Personnel:

The Board of Directors got suspended vide NCLT order dated August 14 2019 and pursuantto Section 17 of the IBC the powers of the Board of Directors of the Company stoodsuspended and such powers were vested with the Interim Resolution Professional Mr.Jagdish Parulkar (IP Registration No. [IBBI/IPA-001/IP-P00671/2017-18/11143]).Subsequently the committee of creditors (“CoC”) of the Corporate Debtorpursuant to the meeting held on March 27 2020 and in terms of Section 27 (3)(b) of theCode resolved with 100% voting share to replace the existing Interim ResolutionProfessional with Mr. Mangesh Vitthal Kekre as the Resolution Professional(“RP”) for the Corporate Debtor. Accordingly Mr. Mangesh Vitthal Kekre in hiscapacity as RP took control and custody of the management and operations of the Companyfrom 08 June 2020. Consequently all actions that are deemed to be taken by the Board ofDirectors have been be given effect to by the RP during the continuance of the CIRP as perthe provisions of the IBC. In view thereof the 18th Annual General Meeting (AGM) of theMembers of the Company is being convened by the RP. Presently the Suspended Boardcomprises of two Executive Directors all the Independent Directors tenure has expired andthey have showed their unwillingness to continue with the company. Chief Financial Officerand the Company Secretary continue to remain with the Company.

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 2020 is Rs.400000000 divided into 40000000 equity shares of Rs.10. The issued and Subscribed ofthe Company is Rs. 400000000 divided into 40000000 equity shares of Rs.10.

14. Details of Committee of the Board:

At present the Board has following Three (3) Committees: Audit Committee Nominationand Remuneration Committee Stakeholders' Relationship Committee Currently as theCompany is under CIRP Management and control of the Company is taken care of byResolution Professional Mr. Mangesh Kekre.

15. Vigil Mechanism:

In line with the requirements under Section 177(9) and (10) of the Companies Act 2013and regulation 22 of the Listing Regulations your Company has established vigil mechanismby framing a Whistle Blower Policy to deal with instance of fraud and mismanagement ifany. The Vigil Mechanism framework ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination shall be meted out to anyperson for a genuinely raised concern. The designated officer/ Audit Committee Chairmancan be directly contacted to report any suspected or confirmed incident of fraud/misconduct.

16. Board Meetings:

The Board met Four(4) times during the financial year under review on 01stApril 2019 30th May 2019 17th June 2019 14thAugust 2019. The maximum time gap between any consecutive meetings did not exceed 120days. Thereafter the Board could not have the meetings as the Board got suspended by theorder of the Hon'ble NCLT.

Meetings of the Interim Resolution Professional/ Resolution Professional:

After taking over the management and company operations the Resolution Professionalmet 3(Three) times during the financial year 23rd August 2019 14thNovember 2019 and 14th February 2020.

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

During the year under review the Company has not provided any loans made investmentsgiven 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 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.

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 ofloss 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. 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 2020 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 asrequired under Rule 5(2) Companies (Appointment and Remuneration) Rules 2014 do not applyto company since none of the employees employed either throughout the year or for a partof the year was in receipt of the remuneration of more the sixty lacs p.a. or Five Lacsper month as the case may be.

21. 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 1stApril 2019 up to 31st March 2020 from the Practicing Company Secretaries M/s.Sindhu Nair & Associates as an Annexure 7.

22. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year under review asstipulated in Regulation 34 read with part B of Schedule V of Listing Regulations enteredinto with the Stock Exchanges is set out in a separate section forming part of DirectorReport as Annexure 8.

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 with the Companyduring 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 equityshares 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. 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

Under Corporate Insolvency Resolution Process

Ajay Shankarlal Bankda

Managing Director DIN: 00013796

.