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Directors Report of Syncom Formulation (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting their 27th Annual Report together with the audited consolidated and standalone financial statements of the Company (Syncom) for the year ended March, 31 2015. The Management Discussion and Analysis has also been incorporated into this Report.

1. HIGHLIGHTS OF PERFORMANCE

* Consolidated income for the year increased by 15.06% to Rs 17536.80 Lakhs as compared to Rs 15240.90 Lakhs in the previous year;

* Consolidated net sales for the year was Rs 17339.11 Lakhs as compared to Rs.15128.85 Lakhs in the previous year, a growth of 14.61%;

* Consolidated profit before tax for the year was Rs 1563.48 Lakhs as compared to Rs.1392.63 Lakhs in the previous year, a growth of 12.26%

* Consolidated Profit after tax for the year was Rs 975.65 Lakhs as compared to Rs 931.65 Lakhs in 2014, a growth of 4.72%

2. Financial Results

Particulars Consolidated Stand Alone

31.03.2015 31.03.2014 31.03.2015 31.03.2014

Revenue from Operations 17536.80 15240.90 17536.80 15240.90 (Net) and Other Income

Profit Before Tax (PBT) 1563.48 1392.64 15634.80 1392.64

Provision for Tax 587.82 460.98 537.82 460.98

Profit After Tax (PAT) 975.65 931.66 975.65 931.66

Balance brought forward 705.84 450.76 705.84 450.76 from previous year

Profit available for 1681.49 1382.42 1681.49 1382.42 Appropriations

Appropriations:

Proposed Final 156.13 156.13 156.13 156.13 Equity Dividend

Tax on Equity Dividend 31.78 26.53 31.78 26.53

General Reserve 785.27 493.91 785.27 493.91

Surplus carried to 708.30 705.84 708.30 705.84 the next year's account

EPS (Basic and Diluted) 0.125 0.119 0.125 0.119

3. DIVIDEND

Syncom always strives to enhance stakeholders and customers satisfaction value. In pursuance of the same your directors are pleased to recommend payout of 24th dividend @ Rs. 0.02 (2.%) on the equity share of Re.1 each, (Previous year @ Rs 0.02 (2%) of the equity shares of Rs.1/- each) and proposes to pay Rs 156.13 Lacs as dividend (Previous year 156.13 Lacs) subject to approval by the members at the ensuing Annual General Meeting.

4. SHARE CAPITAL

The paid up Capital of Syncom as on 31st March, 2015 was Rs. 78,06,52,180/- divided into 78,06,52,180 equity shares of Rs. 1/- each. During the year under review, Syncom has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015, none of the Directors of Syncom hold convertible instruments. Promoters are not holding any security convertible into equity shares during the year 2014-15.

4.1 Transfer to reserves

During the year under review your company proposes to transfer Rs 785.27 Lakhs to the general reserves. (Previous year Rs. 493.91 Lakhs)

5. FINANCE

Cash and cash equivalent as at 31st March, 2015 was Rs 677.35 Lakhs. Syncom continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

5.1 Deposits

Syncom has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st March, 2015.

5.2 Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees & Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements. (Please refer Note 10 & 11 to the Standalone Financial Statements)

6. ECONOMIC SCENARIO AND OUTLOOK

Demographic trends in both developed & emerging markets create basis for pharmaceuticals sector growth. These include an aging population; increasing population growth & rising wealth; and an increase in lifestyle & at the same time increase in chronic diseases is also been observed. While these trends are heartening from pharmaceutical company's perspective, pharmaceutical companies around the globe continue to be battered by blockbuster drug patent expirations, ever increasing competition from generics makers, and government & health care industry efforts to control costs which is broadly demonstrated by price controls, pro-generic policies & patent challenges. Across the globe, Governments and health care prayers are looking at ways to reduce cost of rigidly rising healthcare. In recent times heavy cost of drugs has become a contentious issue & focus remains on reducing the burden on payers. Changing demographics around the world, growing awareness, affordability & patent expires every year worth thousands of Rupees are offering global generic companies tremendous opportunities for consistent growth.

Your Company believes in "Quality and Reliability" and these values have been pillars of success in the international markets. Syncom has been always on the right side of the various regulatory audits and has followed processes recommended by various regulators thereby constantly upgrading by implementing and adopting WHO-GMP guidelines.

7. INDUSTRY STRUCTURE AND OPPORTUNITIES

An analysis by IMS shows that the Indian Pharmaceuticals Market will likely grow between 10% and 11% year on year to more than 1 lakh crore by 2018. This growth will be driven by increasing affordability, increasing access particularly as private providers expand to lower tier towns and cities and favorable demographic factors-an overall increase in Indian population as well as increased prevalence of chronic, non-communicable diseases such as cardiovascular diseases, diabetics & cancer.

Several large selling drugs going off patent over next few years & increasing use of pharmaceutical generics in developed markets to reduce healthcare cost will provide attractive growth opportunities to generics manufacturers and thus Indian Pharmaceutical industry is poised for an accelerated growth in the coming years. For the near future, the Company has identified specific opportunities to leverage this growth, capitalize on its strengths & position itself as a leading science driven pharmaceutical company.

8. RISKS & CONCERNS

The Pharmaceutical regulatory environment across the world is becoming more stringent including the Indian Pharmaceutical Industry. The Industry witnessed many important changes & challenges which included the New Pharmaceutical Pricing Policy, additional oversight mechanisms for clinical trials, Fixed Dose Combinations (FDCs) and new rules being notified for new drugs as well as clinical trials.

Various Regulatory Committees were formed by the Government to streamline the current processes which resulted in delays of clinical trials & new drug approvals. These processes form an inherent part of the drug development process. The mandatory generics drive by the State Governments will also pose challenges for pharma companies in the near future.

However, poor public healthcare funding & infrastructure, low per capita consumption of medicines in developing and under developed countries including India, currency fluctuations, regulatory issues and inflation and results in all round increase in input costs, are few causes of concern.

Syncom has a Risk Management Policy in force to review and mitigate risks relevant to environmental, operational & business risks to safeguard its interest. Syncom continued investments in manufacturing facilities and its strategy to remain a vertically integrated pharmaceutical business is a critical differentiator to create sustainable competitive advantage not only for products launched in international markets but also for contractual supplies to global generic companies, with a conscious endeavor for market and customer diversification. To de-risk significant concentration of domestic revenues from few brands, the Company's strategy is for focused promotion of specific brands to increase their share of revenue to overall revenue.

9. CSR INITIATIVES

In view of the profits and turnover of Syncom during the previous three years, it is required to undertake social responsibility projects during the year 2014-15 under the provisions of the section 135 of the Companies Act, 2013 and the rules made there under.

As part of its initiatives under "Corporate Social Responsibility (CSR), Syncom has undertaken projects in the areas of Education, Livelihood, Health, Water and Sanitation. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as "Annexure A" and the CSR policy is also available at the Company's website at www.sfil.in.

10. OCCUPATIONAL HEALTH & SAFETY (OH&S)

This initiative involved and positively engaged all levels of personnel on the plant and the Company's business. With regard to contractor safety, two key areas of focus identified were Facility Management for the contractors' employees and Equipment, Tools & Material Management. The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labour such as washrooms with bathing facilities, rest rooms, availability of drinking water etc. The Equipment, Tools & Material Management program ensured that the tools used by contractors were safe. The process of screening of contractors was made more stringent to ensure that the contractors were aligned with the Company's objectives to ensure 'Zero Harm'.

11. HUMAN RESOURCES

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement. Syncom's HR processes such as hiring and on-boarding, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process, and market aligned policies have been seen as benchmark practices in the Industry. During the year under review, the following Human Resources initiatives received greater focus:

* Employer of Choice: Employees are encouraged to express their views and are empowered to work independently. Employees are given the opportunity to learn through various small projects which make them look at initiatives from different perspectives and thus provide them with a platform to become result oriented. This has helped greatly in overall development of the employee and has significantly arrested the attrition rate.

* Leadership Development: As a part of leadership development, talented employees have been seconded to the senior leadership team to mentor them and prepare them for the next higher role.

* Industrial Relations: Syncom Industrial Relations policy shares relevant business information with the Unions in order to enlighten them and make them sensitive towards business requirements. This has helped to build a healthy relationship and resolve issues through mutual dialogue.

11.1 Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaint was received during the year under review.

12. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Syncom has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed 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 complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. The risk management policy of the Company is also available at the website at www.sfil.in

13. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Syncom has a vigil mechanism named vigil mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Risk Management Policy is explained in the Corporate Governance Report and also posted on the website at www.sfil.in. Vigil mechanism/Whistle Blower Policy is attached with the Annual Report as "Annexure B"

14. AUDITED FINANCIAL STATEMENTS OF THE COMPANY'S SUBSIDIARY As on 31st March, 2015, Syncom has Trade Services FZE foreign subsidiary which is 100% Wholly Owned Subsidiary Company. The Company does not have any associate or joint venture company at the beginning or any time during the year 2014-15.

There has been no change in the number of subsidiaries or in the nature of business of the subsidiaries, during the year under review. In accordance with Section 129(3) of the Companies Act, 2013, Your Company has prepared a consolidated financial statement of Syncom which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary company in the Form AOC-1 is also included in the Annual Report as the "Annexure C".

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.sfil.in. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary company have also been placed on the website of the Company, www.sfil.in. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company Secretary at the Company's registered office.

15. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNELS

At the Annual General Meeting (AGM) of Syncom held on September 22nd Sept., 2014, the Members had re-appointed all the existing independent directors viz Shri Krishna Das Neema, (DIN 02294270) Shri Vinod Kumar Kabra (DIN 01816189) and Shri Praveen Jindal (05327830) under the Companies Act, 2013 for a term of 5 years with effect from 1st April 2014, not liable to retire by rotation.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mrs. Rinki Ankit Bankda, (DIN 06946754) was appointed by the Board on 13th August, 2014 as an Additional Director under the category of Women Director as per provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, and her appointment was confirmed by the members at their annual general meeting held on 22.09.2014.

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Vijay Shankarlal Bankda (DIN 00023027) director is liable to retire by rotation and he is eligible for re-appointment. Your Board of directors recommend to pass necessary resolution for his re-appointment.

Syncom has appointed CS Praniti Porwal as the Company Secretary w.e.f. 1st January, 2015 and Shri Ankit Kedarmal Bankda as the Chief Financial Officer of the Company, w.e.f. 1st April, 2014 and designated them as the Key Managerial Personnels. Syncom has already having appointed Shri Vijay Shankarlal Bankda, as the Managing Director and Shri Kedarmal Shankarlal Bankda as the Whole-time director of the Company.

CS Shikha Sethi, Company Secretary and Key Managerial Personnel had resigned from the office w.e.f. 31st Dec., 2014 due to her personal reasons.

15.1 Number of meetings of the Board

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held at the Corporate Office at Indore (M.P.). The Agenda of the Board/ 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 be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 4 (four) times in financial year 2014-15 viz., on 30th May, 2014, 13th August, 2014, 13th Nov., 2014 and 12th Feb., 2015. The maximum interval between any two meetings did not exceed 120 days.

15.2 Board independence

The definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received from the Independent Directors and on evaluation of the relationships disclosed, Shri Krishna Das Neema, Shri Praveen Jindal and Shri Vinod Kumar Kabra are the Non-Executive and Independent Directors in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013;

15.3 Policy on Directors' appointment and remuneration

The Policy of Syncom on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), is appended as " "Annexure D" to this Report and has also placed on the website at www.sfil.in.

15.4 Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

I. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation.

16. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 27.22 of the Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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 financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

17. COMMITTEES OF THE BOARD

During the year, the Board has the six Committees, as required under the Companies Act, 2013and Clause 49 of the Listing Agreement as follows:

(a) Audit Committee

(b) CSR Committee

(c) Nomination and Remuneration Committee

(d) Stakeholders' Relationship Committee

(e) Risk management Committee

(f) Internal Committee for (Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 redressal of complaint at the workplace

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report and placed on the website at www.sfil.in.

18. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by Syncom with Promoters, Directors, Key Managerial Personnel, or other designated persons which may have a potential conflict with the interest of Syncom. Therefore there is no requirement to furnish any details in the Form AOC-2.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval on a quarterly basis. The statement is supported by a Certificate from the MD and the CFO. The Company has developed a Related Party Transactions Policy, Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.sfil.in.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Except that the SEBI has issued an Ex-Party Ad- Interim Order No. WTM/RKA/ISD/2014 dated 19th December, 2014 in the matter of First Financial Services Limited, and has restrain the company to access the capital market till the further order. The Company has also filed an application before the SEBI for deletion of the name of the Company which is pending before the SEBI for necessary order. Except that there are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

20. AUDITORS

20.1 Statutory Auditors

Your Company's Auditors, M/s S.P.Moondra & Co., Chartered Accountants, who were appointed for a term of three years at the Annual General Meeting of the Company held on 22nd Sept., 2014 are eligible for ratification of their appointment. They have confirmed their eligibility under Section 141(3)(g) of the Companies Act, 2013 and the Rules framed thereunder for ratification for appointment as Auditors of the Company.

Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board

20.2 Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its drug formulation activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s M.Goyal & Co. Cost Accountants to audit the cost accounts of the Company for the financial year 2014-15 on a remuneration of Rs.25,000/-. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to M/s M.Goyal & Co, Cost Auditors is included at Item No. 5 of the Notice convening the Annual General Meeting.

Your Company has filed the Cost Audit Report for the year 2013-14 to the Central Government on 26.09.2014, which was self explanatory and needs no comments.

20.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of directors has appointed M/s D.K.Jain & Co., Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure E". The Secretarial Audit Report is self explanatory and needs no comments as such.

21. 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 high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Syncom is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

22. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report ("Annexure F").

22.1. MD & CFO certification

Certificate obtained from Shri Vijay Shankarlal Bankda, Managing Director and Mr. Ankit Kedarmal Bankda, Chief Financial Officer, pursuant to provisions of Clause 49(V) of the Listing Agreement, for the year under review was placed before the Board at its meeting held on 13th August, 2015.

A copy of the certificate on the financial statements for the financial year ended March, 31,2015 is annexed along with this Report as "Annexure G".

23. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure H".

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company since the close of the financial year ie. since 31st March, 2015. Further it is hereby confirmed that there has been no change in the nature of business of the Company.

26. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return for the year 2014-15 in Form MGT-9 is annexed herewith as "Annexure I".

27. PARTICULARS OF REMUNERATION OF EMPLOYEES

Disclosures pertaining to remuneration & other details as required under section 197(12) of the Act read with Rule 8(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure J".

In terms of provisions of section 197(12) of the Act read with Rules 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, none of the employees received remuneration in excess of Rs. 5 Lacs per month Rs. 60 Lacs or more per annum. Therefore is no information to disclose in terms of the provisions of Sec 136(1) of the Companies Act, 2013

28. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

29. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward- looking within the meaning of applicable securities laws and regulations.

Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

By order of the Board of Director KEDARMAL BANKDA Place: Indore Chairman & Whole Time Director Date : 13th August, 2015 DIN : 00023050






Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 26th Annual Report and Audited Statement of Account for the year ended 31 st March 2014

1. FINANCIAL PERFORMANCE

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

Financial Results (Rs. In Lacs)

Particulars Year ended Year ended 31/03/2014 31/03/2013

Net Sates and other incomes 15240 90 11609.81

Profit before interest, depreciation and tax 1735.50 1178.86

Less: Financial Charges 35.53 42.95

less: Depreciation 307.33 291.00

Profit before Taxation 1392.664 844.91

Provision for Taxation for current year 431.51 228.14

Difference in income tax for previous year (29.38) 5.42

Deferred Tax 58.85 45.76

Net Profit after tax 931.66 565.59

Add: Balance brought forward from previous years 450.76 440.70

Amount available for appropriation 1382.42 1006.29

Appropriation transfer to general Reserve 493.92 400.00

Proposed Dividend 156.13 133.83

Corporate Dividend Tax 26.53 21.71

Balance earned to the Balance Sheet 705.84 450.75

*EPS for equity shares of Re. leach (in Rs.) (Annuaized) 0.12 0.07

* Note: In compliance with the accounting standard 20-eaming per share (E.P.S.)the company has given effect to the sub division of shares and issue of bonus shares in computing earning per share for the comparative periods.

2. REVIEW OF OPERATIONS:

During the year under review Company has achieved a total turnover of Rs. 15240.90 lacs as compared to Rs. 11609.81 lacs during the previous year and registered growth of 31.28% over previous year as well as has generated profit after tax of 931.66 lacs as compared to Rs 565.59 lacs during the previous year and registered growth of 64.72% in the profits on YOY basis. Your management is hopeful for further improvement in the business climate in the coming period.

3. MARKETING AND EXPORT:

During the year under review the company achieved export turnover of Rs. 10545.29 lacs, as compared to Rs 7491.54 lacs during the previous year and registered growth of 40.76% over the previous year The company has stepped up efforts in increase the export market to new geographical locations/ countries and expects significant improvement in future years.

Company's prospects in domestic market

Cratus Life Care, a division of the company for domestic market has generated turnover of Rs. 4195.91 lacs as compared Rs.3682 93 lacs during previous year and registered growth of 13.92%, the management is hopeful for further remarkable growth in the domestic market in the coming years.

The result of OTC. Generic and ethical division remains satisfactory. It is expected that the division shall become driver of growth of company in coming years.

4. DIVIDEND:

Your Company always strives to enhance stakeholders and customers satisfaction value. In pursuance of the same, your directors are pleased to recommend payout of 23rd dividend @ Rs.0.02 (2%) on the equity share of Re.1 each. (Previous year @ Rs 0.60 (6%) of the equity shares of Rs. 10/- each) and proposes to pay Rs. 156.13 Lacs as dividend (Previous year 133.83 Lacs) subject to approval by the members at the ensuring Annual General Meeting

5. SHARE CAPITAL

In accordance with the special resolutions passed by the members at their 25th Annual General Meeting held on 5th August. 2013 the Company has sub divided the equity shares of Rs 10 (Rs Ten only) each to Re.1- (Rs. One only) each as well as upon completion of the 25th years of the Company, 55.76,08.700 (Fifty Five Crores Seventy Six Lacs Eight Thousand Seven Hundred only) Equity Shares of Re. 1 (Rupees One only) were issued as the bonus shares to the existing members in the proportion of 5 (Five) Equity shares of Re.1/- (Rupees One only) for every 2 (Two) equity shares of Re 1 (Rupees One only) held by the members on 22nd August. 2013 and the above said shares were got listing at the BSE Ltd Now the paid up capital of the company has been increased from Rs. 22,30,43,480 to Rs. 78,06,52,180.

6. TRANSFER OF UNPAID DIVIDEND TO THE INVESTORS EDUCATION AND PROTECTION FUND:

During the year, unclaimed dividend of Rs. 1614038.40 for the year 2005-06 was transferred to the Investors Education and Protection Fund (IEPF). of the Central Government, which was remained unpaid or unclaimed over a penod of 7 (Seven) years as required by the Investor Education and Protection Fund. The Company is having un-paid/undaimed dividend amount of Rs. 12,95,903/- as at 31 st March, 2014 (from 2006-07 to 2012-13).

7. DIRECTORS:

The tenure of Shri. Vijay Bankda. (DIN 00023027) as the Managing Director is being expired on 30.11.2014 upon completion of five years, therefore the Board has re-appointed him as the Managing Director of the Company w.e.f. 01.12.2014 for a further period of five years and recommend to pass the special resolution as set out in the Item No. 5 of the notice.

Shri Krishna Das Neema (DIN 02294270) and Shri Kedarmal Bankda (DIN 00023050) are liable to retire by rotation. For the good corporate governance, all the existing independent directors Shri Vinod Kumar Kabra (DIN 01816189). Shri Knshna Das Neema (DIN 02294270) and Shri Praveen Jindal (DIN 05327830) are proposed to be appointed at the ensuing annual general meeting not liable to retire by rotation as Independent Directors for a term of 5 years as per requirement of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement and they shall be eligible to hold the office of the independent directors till 31 st March. 2019.

The Company has received notice in writing from the members as required under section 160 of the Act for proposal for appointment of all the Independent Directors of the Company at the ensuing Annual General Meeting The Independent Directors have submitted a declaration confirming that they meets the criteria for independence as provided in section 149(6) of the Act as well as Clause 49 of the Listing Agreement and are eligible for appointment as Independent Directors of the Company.

In the opinion of the Board the above said three directors fulfills the conditions specified in the Act and the Rules made there under as well as Clause 49 of the Listing Agreement for their appointment as Independent Directors of the Company and recommend their appointment and to pass the Ordinary Resolutions as set out in the Item No. 6 to 8 of the notice of the annual general meeting.

Mrs. Rinki Bankda (DIN 06946754) was appointed as an additional director of the company in the category of Women Director w.e.f. 13th August. 2014. The Company has received a notice under section 160 of the Companies Act, 2013 from a member, signifying his intention for appointment of her as a director of the company at the forthcoming Annual General Meeting.

8. DIRECTORS RESPONSIBILfTY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956. and based on the representation received from the operating management, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures:

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that have been reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review:

c they have taken proper and sufficient care to the best of their Knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of this Act. They confirm that there are adequate systems and controls for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

d. they have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis;

9. CORPORATE SOCIAL RESPONSIBILITY:

Your directors have constituted the Corporate Social Responsibility Committee (CSR Committee), comprising of Shri Kedarmal Bankda, as the Chairman and Shri Vijay Bankda and Shri K.O. Neema. members of the Committee as per the requirement of the section 135 of the Companies Act. 2013 read with the Companies (Corporate social Responsibility Policy) Rules. 2014.

The Said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR activities

10. PARTICULARS OF EMPLOYEES:

Your company did not have any person in employment yet, if employed throughout the financial year or part thereof, was in receipt of remuneration, particulars of which are required to be included in this report as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

11. ENERGY CONSERVATION AND OTHER REPORTING:

The details of Energy Conservation in terms of section 217(1)(e) of the Companies Act, 1956. read with the Companies (Disclosures of particulars in Report of Directors Report) Rules. 1988 are enclosed forming part of this report in Annexure-A.

12. FIXED DEPOSITS:

Your company has not accepted or invited any deposits from public within the meaning of Section 58Aand 58AA of the Companies Act, 1956, during the year under review, and that there is no overdue unpaid/ unclaimed deposit as at 31 st March. 2014.

13. AUDITORS:

M/s S.P. Moondra & Co.. Chartered Accountants. Indore, statutory auditors of the Company, who holds the office until the ensuing Annual General Meeting. The said Auditors have furnished the Certificate of their eligibility for re- appointment.

Pursuant to the provisions of section 139 and other applicable provisions, if any, of Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules. 2014 it is proposed to appoint M/s S.P. Moondra & Co.. Chartered Accountants (ICAI Firm Registration No. 004879C), the retiring Auditors of the Company as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Twenty Ninth AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM) on such remuneration as may be decided & fixed by the board on the recommendations of the Audit Committee. The Auditors' Report read with notes to accounts are self-explanatory and needs no comments.

14. SECRETARIAL AUDITORS:

The company has appointed M/s. D.K. Jain & Co., Company Secretaries (C.P. No. 2382) as the secretarial Auditors for the year 2014-15 as required under section 204 of the Companies Act, 2013.

15. COST AUDITORS:

Pursuant to the directives of the Central Government under the provisions of section 148 and all other applicable provisions of the Companies Act. 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company is required to appoint the Cost Auditors for the year 2014-15. The Cost Audit Report for the year 2013-14 would be filed to the Central Government within the stipulated time.

16. CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices and follows the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all the mandatory requirements as applicable to the Company. A report on the Corporate Governance together with the Auditors Certificate are set out in the Annexure B attached to this report.

17. PERSONNEL:

The Company continued to have cordial and harmonious relationship with its employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market conditions.

18. ACKNOWLEGMENTS:

Your directors take this opportunity to express their gratitude for the assistance and continued cooperation extended by the banks, government authorities, customers and suppliers. The directors are pleased to record their sincere appreciation for the devotion and senses of commitment shown by the employees at all levels and acknowledge their contribution towards sustained progress and performance of your company.

Place: Indore By order of the Board of Director Date 13 th August, 2014 Syncom Formulations (India) Ltd. ClN: L24239MH1988PLC047759 7. Niraj industrial Estate. KEDARMAL BANKDA Off Mahakali Caves Road. Chairman & Whole Time Director Andheri (E), Mumbai (MS) 400093 DIN : 00023050


Mar 31, 2013

To The Members, Syncom Formulations (India) Limited

The Directors have pleasure in presenting Iheir 25tb Annual Report and Audited Statements of Account for the year ended 31 st March 2013.

1. FINANCEAL PERFORMANCE

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

Financial Results (Rs.In Lacs}

Particulars Year ended Year endtd 31/03/2013 31/03/2012

NetSalesanc Oilier incomes 116.51 11904.77

Profit hef ore interest, depreciation and lax 1175.86 859.35

Lags. Financial Chagoa 42.95 41.69

Depreciation 231.00 271,58

Profit beforaTaxanon 644,91 546,03

Provision forTaxa to for currant year 6.11

Difference in income tax for previous year 5.42 0,55

Deferred Tax 45.76 85,93

Nat Profit alter tax _565.59 360,56

Add: Balance brought forward from previous years 440.71 345.56

Amountavailabfe for appropriation 1006.30 656,24

Appropriation; Transfer to cenera Reserve 400.00

Proposed PtvHand 133-83 133-93

Corporate Dividend Taj 21.71 21.71

Balance carried 1& the Balance Sheet 45P.76 440.70

E.P.S.(lnRE.)(Annuallawl- 3.54 1.57

2. REVIEW OF OPERATIONS:

During Hie yea* under review Company has achieved a total turnover of Rs. 11609.81 lacs as compared to Rs 11904.77 lacs during the previous year. The Company has generaled profit after Ian of 565.59 lacs as compared to Rs 350.55 lacs during ttie previous year and registered growth of 61-34% in fie profits On YOY basis.

Your management is hopeful for further improvement in the business climate in ttie coming period.

3. MARKETING AND EXPORT:

Despite unstable overseas market, during the year under review the company could achieve export turnover of Rs. 7491.54 lacs, as compared to Rs.90M.24 lacs during the previous year. The company has stepped up efforts in increase the export market to new geographical locations/countries and expects significant improvement in future years.

Company''s prospects in domestic market CratusLife Care, domestic division of company, is now a known name and enjoy a good image in domestic market and has generated turnover of Rs. 3SS2.93 lacs as compared Rs.2126.2S lacs during previous year. The management is hopeful for further remarkable growth in me domestic market in the coming years.

The resullof OTC, Generic and ethical division remains satisfactory. Ills expected that the domestic division shall become driver of growth of company in coming years.

4. DIVIDEND:

Your Company always strives is to enhance stakeholders and customers satisfaction value. In pursuance of the same your directors are pleased to recommend payout of 22nd dividend @ Rs.0.60 (6%) per equity share of Rs.10Y- each, and proposes to pay Rs. 133.63 Lacs to the members subject to approval by the members at (he coming Annual General Meeting. {Previous year @ Rs 0.60 (6%) Rs.l 53.83 Lacs).

5. SHARE CAPITAL

In order to provide liquidity and broad base to the investors of the Company, your Board at its meeting held on 3th July. 2013 has decided to sut dfvide the present equity shares of Rs. 107-(Rs. Ten only} each to Rs. 1f-(Rs. One only) each. Further mat your Board of directors are pleased to inform that upon completion of the 25th years of the Company, the Board announces for issuance of 55,76.05.700 (Fifty Five Crores Seventy Six Lacs Eight Thousand Seven Hundred only) Equity Shares of Rs. 1/- (Rupees One only) to the existing members inttie proportion of 5 (Five) Equity snares of Rs.1/- (Rupees One only) for every 2 (Two) equity shares of Rs. {- (Rupees One only) held by the menrtere as ot me record date as may t-e declared by Ihe Board.

6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FU ND: During the year, unclaimed dividend of Rs. 6,69,300V- for the year 2004-05 was transferred
7. BOARD OF DIRECTORS:

The Board consists of executive and non-execulive directors including independent directors who have wide and varied experience in different disciplines of corporate Functioning.

Shri Vinod Kumar Kabra, Director is liable to retire by rotation at the ensuing Annual General meeting and being eligible offers himself lor re-appointment. Your directors recommend to pass necessary resolution as proposed in the notice Df the Annual General Meeting.

t, DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 21-(2AA) of the Companies Act, 1955, yourdirectors state that;

- In the preparation of accounts, the applicable accounting standards and Schedule VI have been followed.

-Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were rnade so as to give a Irue and tear view of ttie slate of affairs of the Company as at the end of March 31.2013 and the profit ofttie Company torthe year ended on that date.

- Proper and sufficient care has been taken for the maintenance or adequate accounting records in accordance iNitti the provisions of Companies Act 1956 for safeguarding ttie assets Df the Company and for preventing and detecting frauds and ottier irregulanbes.

- The annual accounts of the Company have been prepared on a going concern basis.

9. PARTICULARS OF THE EMPLOYEES:

There were no employ ees in lhe company who, if employed throughout or part of the financial year, were in receipt of remuneration, whose particulars if so employed, are required to be included in the Report of directors in accordance wilh the provisions of Section 217(2 A) of the Companies Acl. 1956, read with the Companies (Particulars of Employees) Rules. 1975.

10. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under section 2l7(l)(e) of the Companies Act, l956,readwilh1heCompanies (Disclosures of Particulars in ttie Report of Board of Directors) Rules. IMS and particulars of employees are set out in the Annexure 1 attached to this report.

11. PUBLIC DEPOSITS:

Your Company has not accepted any public deposit within Ihe meaning of provisions of section 53Aand SSAAof ttie Companies Act, 1955 and mere is no outstanding deposit doe for re-payment.

12. AUDITORS AND TRE1RREPORT:

W$ S.P. Moondra * Co., ttie statutory auditors of me Company (R.No.004679C) will retire at Ihe conclusion of the forthcoming Annual General Meeting and the company is in receipt of confirmation from them that if they are reappointed, their appoinlmentwill be in accordance witti ttie limit mentioned in section 224{1 B) of the Companies Act, 1956.

Commenlsof fie Auditors in Iheir report and (he notes forming part of Accounts are self-explanatory and need no comments.

IS.COSTAUDfTORS

The Company has appointed M/s M.Goyal & Co., (Membership No. 00051/07/2006} Cost Accountant as ttie Cost Auditors of the Company for the Financial Year 2012-13 after obtaining approval of the Cental Government. The

Cost Audit Report for me year 2011-12 was filed on 30to Sept.. 2012, and the Cost Audit Report for the year 2012-13 would be filed within the stipulated lime. The Cost Auditors Report is self explanatory and needs no comments. The Company has re-appointed Die above firm as the Cost Auditors For Ihe company for Ihe financial year 2013-14.

14. CORPORATE GOVERNANCE;

Your Company is committed to good Corporate Governance Practices and follows tiie rjtjtdelwies prescribed by the SEBI and Stock Exchanges fnom time to lime. Ttie Company has implemented all the mandatory requirements as applicable to Ihe Company. A report on Ihe Corpoiate Governance together with Ihe Auditors Certificate is set out m the annexureStothis report.

15. PERSONNEL

Tne Company continued to have cordial and harmonious relationship with its employees. In totality our employees have shown a nigh degree of maturity and responsibility in responding to Ihe changing environment, economic and Ihe market conditions.

16. ACKNOWLEDGMENTS:

Your directors take mis opportunity to express Iheir gratitude for Ihe assistance and continued cooperation extended by the banks, government authorities. customers and suppliers. The directors are pleased to record their sincere appreciation forthe devotion and sense of commitment shown by the employees at all ievefs and acknowledge Iheir contribution towards sustained progress and performance of your company.

For and on behalf of tne Board of Directors

Place: Indore KEDARMAL BANKDA

Date 31st July, 2013 CHAIRMAN


Mar 31, 2012

The Directors have pleasure in presenting their 24th Annuai Report and Audited Statements of Accounts for the year ended 31" March 2012.

1. FINANCIAL PERFORMANCE

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

Financial Results (Rs. In Lacs)

Particulars Year ended Year ended 31/03/2012 31/03/2011

Net Sales and Other incomes 11,938.64 7,668.68

Profit before interest, depreciation and tax 859.35 331.41

Less: Financial Charges 41.69 50.18

Less: Depreciation 271.58 236.42

Profit before Taxation 546.08 44.81

Provision for Taxation for currentyear 109.04 8.31

Difference in income tax for previous year 0.55 11.81

Deferred Tax 86.93 4.28

Net Profit aftertax 349.56 20.41

Add: Balance brought forward from previous years 345.68 454.88

Amount availablefor appropriation 695.24 475.29

Appropriation: Transfertogeneral Reserve 100.00 0.00

Proposed Dividend 133.83 111.52

Corporate Dividend Tax 21.71 18.09

Balance carried to the Balance Sheet 439.70 345.68

E.P.S. {in Rs.) (Annualized) 1.57 0.14

2. REVIEW OF OPERATIONS:

During the year under review Company could achieve a total turnover of Rs. 11,938.64 lacs as compared to Rs. 7,668.68 Lacs during previous year thereby registering growth of 55.68% in turnover YOY basis. The company generated profit of Rs. 349.56 lacs as compared to Rs 20.41 lacs during the previous year. Your management is hopeful for further improvement in the business climate in the coming period.

3. MARKETING AND EXPORT:

During the year under review the export sales of the company increased to Rs. 9,130.11 lacs which registered a growth of 79.80% over the previous year sales of Rs. 5,077.43 lacs. The Company has stepped up efforts in increasing the export market to new geographical locations / countries and expects significant improvement in future years.

Company's prospects in domestic market

Cratus Life Care, domestic division of the company is now a known name and enjoys a good image in the domestic market. Generic segment launched during the year under review to enlarge the domestic market share.

The results of OTC & Ethical segment remain satisfactory. It is expected that these segment shall become growth driver of company in coming years.

4. DIVIDEND:

Your Director's philosophy is to enhance stakeholders and customers satisfaction value. In continuation of said philosophy your directors are pleased to recommend payment of 21st dividend @ Rs.0.60 (6%) per equity share of Rs.10/-each, and proposes to pay Rs. 133.83 Lacs to the members subject to approval by the members atthe coming Annual Genera! Meeting. (Pre. Yr. @ Rs.0.50 (5%) Rs. 111.52 Lacs).

5. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, unclaimed dividend of Rs. 1,62,619 for the year 2003-04 was transferred to the Investor Education and Protection Fund(IEPF), as required by the Investor Education and Protection FundfAwareness and Protection of Investors) Rules, 2001. The Company is having un-paid/ unclaimed dividend amount of Rs. 2182,648 as at3f March, 2012(from 2004-05 to 2010-11).

6. BUSINESS

Setting up of a wholly owned subsidiary in UAE with the object of trading in Pharmaceutical Products, Medical, Surgical Articles & Requisites Trading and Medical, Surgical Equipments Instruments Trading. The subsidiary is expected to commence operation in 2013-14.

7. BOARD OF DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

Shri Vijay Bankda, the Managing Director is liable to retire by rotation at the ensuing Annual General meeting and being eligible offers himself for re- appointment. Your directors recommend to pass necessary resolution as proposed in the notice of the Annual General Meeting. Shri Praveen Jindal, was appointed as the Additional Director of the Company w.e.f. 12th July, 2012. The Company has received a notice from a member under section 257 of the Companies Act, 1956, signifying his intention for appointment as a director of the Company atthe forthcoming annual general meeting. Further Mr. Sanjay Mehta has resigned from directorship with effect from 12,hJuly2012.

8. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors state that:

- In the preparation of accounts, the applicable accounting standards have been followed.

- Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2012 and the profit of the Company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

- The annual accounts of the Company have been prepared on a going concern basis.

9. PARTICULARS OF THE EMPLOYEES:

There were no employees in the company who, if employed throughout or part of the financial year, were in receipt of remuneration, whose particulars if so employed, are required to be included in the Report of directors in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

10. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars as prescribed under section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 and particulars of employees are set out in the Annexure 1 attached to this report.

11. PUBLIC DEPOSITS:

Your Company has not accepted any public deposit within the meaning of provisions of section 58Aand 58AAof the Companies Act, 1956 and there is no outstanding deposit duefor re-payment.

12. AUDITORS AND THEIR REPORT:

M/s S.P Moondra & Co., the statutory auditors of the Company (R.No. 004879C) will retire at the conclusion of the forthcoming Annual General Meeting and the company has in receipt of confirmation from them that if they are reappointed, their appointment will be in accordance with the limit mentioned in section 224(1 B) of the CompaniesAct, 1956.

Comments of the Auditors in their report and the notes forming part of Accounts are self-explanatory and need no comments.

13. COST AUDITORS

The Company has appointed Cost Auditors M/s M. Goyal & Co., Cost Accountant (Membership No. 09051/07/2008) with the approval of the Central Government for the Financial Year 2011-12. The Cost Audit Report for the year 2010-11 was due on 30th Sept., 2011 which is in process for filing and shall be filed after notifying the XBRL forms by the Central Government. The Company has reappointed the above said firm as the Cost Auditors for the company for the financial year 2012-13 which has already been approved by the Central Government.

14. CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices and follows the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all the mandatory requirements as applicable to the Company. A report on the Corporate Governance together with the Auditors Certificate are set out in the annexure 2 attached to this report.

15. PERSONNEL

The Company continued to have cordial and harmonious relationship with its employees. In totality our employees have shown a high degree of maturity and responsibility .in responding to the changing environment, economic and the market conditions.

16. ACKNOWLEDGMENTS:

Your directors take this opportunity to express their gratitude for the assistance and continued cooperation extended by the banks, government authorities, customers and suppliers. The directors are pleased to record their sincere appreciation for the devotion and sense of commitment shown by the employees at all levels and acknowledge their contribution towards sustained progress and performance of your company.

For and on behalf of the Board of Directors

Place: Indore KEDARMAL BANKDA

Date : 2nd August, 2012 CHAIRMAN

 
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