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Directors Report of Syncom Healthcare Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 13thAnnual Report along with the audited annual accounts for the year ended 31st March, 2015 to the members of the Company.

FINANCIALRESULTS:

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

(Rs. in Lacs)

Year Ended Year Ended

31/03/2015 31/03/2014

Sales and other income 6484.43 6667.46

Profit before Interest and Depreciation 455.20 15.39

Less : Interest 456.59 418.34

Profit before Depreciation (1.39) (402.95)

Less : Depreciation & Amortization 533.80 376.85

Profit before Taxation (535.19) (779.80)

Less Provision for Taxation 0.00 0.00

Less: Provision for deferred tax liability 152.84 321.49 /(Assets)

Profit after Taxation (382.35) (458.31)

Prior year (Income)/ Expenses 0.00 0.00

Balance carried to Balance Sheet (382.35) (458.31)

REVIEW OF OPERATIONS:

During the year under review, the Company has earned a total income of Rs. 6484.43 Lacs as against the total income of Rs. 6667.46 Lacs in the previous year, thereby registering a marginal fall in turnover by 2.82%. The decline in sales is mainly on account of lower demand of the products. Though there was a reduction in total income, the losses were reduced for the better product mix bearing better margins. The increase in the amount of Depreciation is for the reasons of change in the method of charging the depreciation on the basis of remaining useful life as prescribed under Schedule II of the Companies Act, 2013. The Company during the year under review has incurred a loss of Rs. 535.19 Lacs as against the loss of Rs. 779.80 Lacs in the previous year. During the year under review the Company has made exports of Rs. 95 Lacs (Previous year Rs. 75 Lacs) and the exports will continuously be increased in the subsequent years.

DIVIDEND

The Board of Directors of the company has not recommended any dividend for the financial year 2014-15.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock exchanges is presented in a separate section forming part of the annual report.

CORPORATE GOVERNANCE

Corporate Governance, as required under clause 49 of the Listing Agreement with the Stock Exchanges, a certificate from the Company Secretary in Whole Time Practice on compliance with the mandatory recommendations on the Corporate Governance is annexed to the Directors Report. As in the past, your Company continues to follow best of Corporate Governance policies. A Certificate of the MD of the Company in terms of sub-clause IX of Clause 49 of Equity Listing Agreement, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL

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.

SUBSIDIARY AND CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2015 your Company has one Subsidiary in UAE in the name of Syncom Healthcare International FZE. There has been no material change in the nature of the business of the Company and it's Subsidiary.

The Consolidated Financial Statement of the company prepared as per the Accounting standards AS-21, AS-23, & AS-27, Consolidated the company's account with its Subsidiary have also been included as part of this Annual Report.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of 161 of the Companies Act, 2013 Mr. Tushar Patodia and Mrs. Sunita Garg were appointed as additional Director (Independent) with effect from 12.11.2014 and they shall hold office only up to the date of this Annual General Meeting. Being eligible, the Board recommends their appointment as Independent Directors of the Company in terms of Section 149(10) of the Companies Act, 2013 for a fixed term of 5 years and they shall not retire by rotation, in terms of section 161(1) and other applicable provisions, if any of the Companies Act, 2013. Each of these Independent Director have given a declaration to the Company that they meet the criteria of Independence as required under Section 149(7) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Further, pursuant to the provisions of 161 of the Companies Act, 2013 Mr. Bhishampal Sing Yadav was appointed as an additional Director (Executive) with effect from 12.11.2014 and he shall hold office only up to the date of this Annual General Meeting. Being eligible, the Board recommends his appointment as a Director of the Company in terms of Section 149 and other provisions of the Companies Act, 2013 for a fixed term of 5 years and he shall be liable to retire by rotation, in terms of section 152 and other applicable provisions, if any, of the Companies Act, 2013.

Mr. Ajay Bankda (DIN: 00013796) will retire by rotation at ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Mr. Govinddas Pasari, Mr. Bharat Kumar Doshi and Mr. Avichal Kasliwal, Independent Directors resigned from the Directorship of the Company with effect from 16.10.2014, 18.10.2014 and 12.11.2014 respectively. Mr. Jagdish Prasad Bagaria, Promoter Director resigned from the Directorship of the Company with effect from 12.11.2014. Mr. Pratik Bankda, Director resigned from the Directorship of the Company with effect from 30.05.2014.

Pursuant to the provisions of Section 203 and other provisions of the Companies Act, 2013 Mr. Jagdish Chandra Paliwal, FCS has been appointed as Company Secretary of the Company with effect from 30.08.2014.

DISCLOSURE BY INDEPENDENT DIRECTORS

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.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Remuneration Policy of the Company is designed to attract, motivate and retain manpower in a competitive and international market. The policy reflects the Company's objectives for good corporate governance as well as sustained long-term value creation for shareholders. The Remuneration Policy applies to the Company's senior management, including its Key Managerial Person and Board of Directors. The Nomination and Remuneration Policy for the members of Board and Executive Management is available on the Company's website, www.syncomhealthcare.com.

EVALUATION OF BOARD, COMMITTES AND INDIVIDUAL DIRECTORS:

The Company has devised a Policy for performance evaluation of Independent and other Directors, Board as a whole and committees thereof which include criteria for performance evaluation of the executive and non executive directors.

The Board of directors have formulated and adopted a policy on appointment / remuneration of directors including criteria for determining qualification, positive attributes, independence of the directors and other matters. This policy also covers the performance evaluation of all directors, Board, committees and Key Managerial Personnel. An exclusive meeting of the Independent Director of the Company has been held on 14th February, 2015 which was attended by all the Independent Directors. They have reviewed the performance of the non independent directors and the Board as a whole, performance of the Chairperson and quality of information to the Board as provided under Schedule IV of the Companies Act, 2013.

The Policy for evaluation of performance of the Board of Directors is available on the Company's website, www.syncomhealthcare.com.

DEPOSITS:

During the financial year 2014-15, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding amount of deposits as at 31st March, 2015. Further that the Company has not accepted any deposits in contravention of the provisions of the Companies Act, 2013.

PARTICULARS OF LOANS, INVESTMENTS AND, GUARANTEES

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments provided by the Company under Section 186 of the Act as at the end of the Financial Year 2014-15 are disclosed in the Note to the Financial Statement attached with the Board Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2014-15, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under and Clause 49 of the Listing Agreement. During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement and the Companies Act, 2013.

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, the Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.syncomhealthcare.com. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. Therefore the Company is not required to furnish any particulars in the Form AOC-2.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of Board and Audit Committee meetings of the Company are set out in the Corporate Governance Report which forms part of this Report.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, none of the employees are in receipt of the remuneration which is in excess of the limits as specified in the regulations.

Disclosures pertaining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are enclosed to this report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant information and data pertains to conservation of energy, technology absorption, foreign exchange earnings and outgo are enclosed as Annexure 1.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy on Prohibition and Redressal of Sexual Harassment at workplace in line with the requirement of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaint received regarding sexual harassment. The policy has set guidelines on the Redressal and enquiry process that is to be followed by the complainants and the ICC, whilst dealing with issues related to sexual harassment at the workplace towards any employees. All employees (permanent, temporary, contractual and trainees) are covered under this policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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.syncomhealthcare .com

EXTRACT OF THE ANNUAL RETURN

An extract of the Annual return for the financial year ended 31st March, 2015 as required under Section 92(3) of the Companies Act, 2013 is enclosed herewith in the specified format, as Annexure- 2

DIRECTORS' RESPONSIBILITY STATEMENT:

As required by sub-section 3(C) of Section 134 of the Companies Act, 2013, your Directors state and confirm as under:-

(i) That in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanations relating to material departures;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 loss/profit of the company for that period;

(iii) That the Directors had taken proper and sufficient care 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;

(iv) That the directors had prepared the annual accounts on a going concern basis.

(v) That the Directors has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

(vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS:

The auditors, M/s Sanjay Mehta & Associates, Chartered Accountants, Indore, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. A certificate has been received from them to the effect that if re-appointed, their appointment will be within the limits of section 141(3) (g) of the Companies Act, 2013. And that they are not disqualified for re-appointment. The Board also proposed to appoint M/s. Karnavat & Co, Chartered Accountants, (FRN No. 104863W) as a Joint Statutory Auditor. A certificate has

been received from them to the effect that if appointed, their appointment will be within the limits of section 141(3) (g) of the Companies Act,

2013. And that they are not disqualified for appointment.

The Audit Committee and the Board of Directors recommended the re-appointment of M/s Sanjay Mehta & Associates, Chartered Accountants, and the appointment of M/s. Karnavat & Co, Chartered Accountants, as the Auditors of the Company.

AUDITORS' REPORT:

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The report of the auditors of the company on the annual accounts of the company for the financial year ending on 31st March 2015 is attached herewith and the same is self-explanatory and needs no comments, except the note of the auditor that a) liability has not been provided for the provident fund on certain labour payment to the contractors. The management has determined that the payments are in excess of the limits prescribed for PF and thus there is no liability.

b) Service Tax liability of Rs. 32.74 Lacs not paid for. The management is of the view that the service tax under reverse charge is not applicable on these services, thus, though provisions made but not paid.

SECRETARIAL AUDITOR

The Board had appointed M/s M. Maheshwari & Associates, Company Secretary in Whole Time Practice to carry out the Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder. The report of the Secretarial Audit is enclosed to this Report as annexure 3. This report contains an emphasis that the Company has not appointed Chief Financial Officer as per Section 203 (1) (iii) of the Companies Act, 2013. The management is making all the efforts to appoint a Chief Financial Officer of the Company shortly.

COST AUDIT

The Central Government has prescribed that an audit of the cost accounts maintained by the Company in respect of pharmaceutical formulations be conducted under Section 233B of the Companies Act, 1956. (Section 148) Consequently, your Company has appointed M. Goyal & Co., Cost accountants, as Cost auditors for 2015-16, with the consent of the Central Government, for the audit of cost accounts maintained by the Company in respect of the same.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Companies act, 2013.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweet equity shares) to employees of the Company under any scheme.

d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company's operations in future.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the assistance and continued cooperation extended by Banks, Financial Institutions, Government Authorities, Investors, 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 acknowledges their contribution towards sustained progress and performance of your company. Your Directors are thankful to the esteemed shareholders for their support and encouragement.

Place: Indore By Order of the Board Date: 14th 2015 For Syncom Healthcare Limited

Registered Office: (Ajay Bankda) 221, Vyapar Bhawan, P.D. Mello Road Chairman Mumbai - 400 009, India din 00013796 CIN:L51397MH2002PLC136652 E-mail: shl@syncomhealthcare.com




Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 12thAnnual Report along with the audited annual accounts for theyear ended 31st March, 2014 to the members of the Company.

FINANCIALRESULTS:

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

(Rs. in Lacs)

Year Ended Year Ended 31/03/2014 31/03/2013

Sales andother income 6667.46 9656.17

Profit beforeInterest and Depreciation 15.39 617.15

Less : Interest 418.34 367.64

Profit before Depreciation (402.95) 249.51

Less : Depreciation & Amortization 376.85 228.27

Profit before Taxation (779.80) 21.24

Less Provisionfor Taxation 0.00 4.04

Less Provision for Deferred tax Liability/(Assets) 321.49 (6.20)

Profit after Taxation (458.31) 23.40

Prior year (Income)/ Expenses 0.00 0.00

Balance carried to Balance Sheet (458.31) 23.40

REVIEW OF OPERATIONS:

During the year under review, the Company has earned a total income of Rs. 6667.46 Lacs as against the total income of Rs. 9656.17 Lacs in the previous year, there by registering fall inturnover by 30.95%. The decline in sales is mainly due t o decline in the trading sales. The Company during the year under review has incurred a loss of Rs. 779.80 Lacs as against the profit of Rs. 21.24 Lacs in the previous year. The Company during the year under review has added one new marketing segment named 'Syncom Wellness' a direct Marketing set up. The Company has incurred expenses of app. Rs. 300 Lacs in this account towards marketing and salary expenses for developing this market segment. The impact will accrue from next year onward. The Company has also developed the Export market and incurred expenses for setting and developing the market during the year. During the year under review the Company has made exports of Rs. 75 Lacs (Previous year Rs. NIL) and the exports will be increased in the subsequent years. The Depreciation is also increased by Rs. 150 Lacs. As a cumulative effect, the Company has incurred the above losses. However, with the opening of the new avenues like 'Syncom Wellness' set up and Export market the Company will turn back with better results.

DIVIDEND:

The Board of Directors of the company has not recommended any dividend for the financial year 2013-14.

FUTURE PLANS:

The Company entered in the capital market at the end of January, 2010 through Initial Public Issue of 7500000 equity shares of Rs. 10/- each at an issue price of Rs. 75/- per equity shares aggregating Rs.56.25 Crores. The issue proceeds were proposed to be utilized for additional equipments in the existing Plant at Dehradun in Uttarakhand for smoothening of the existing production facilities. The provision for meeting the working capital needs and general corporate use also envisaged. The Company has utilized the full amount of the IPO proceeds of Rs. 56.25 Crores on the project as envisaged by 31.03.2014.

The Company has entered in to a different distribution segment of direct marketing under the banner of 'Syncom Wellness' a direct marketing set up with a plan to launch various herbal preparations of healthcare. The response of the market is very much encouraging and this segment is going to be accepted with tremendous positivity by the wide spread masses and expected to be a great success.

The Company has also explored the possibilities to enter in to the global market and started export of the products. This is a long process of documentations, certifications, approvals, etc. and thus, needs constant efforts and followups to develop and establish the export activities. We are hopeful to enlarge the platform of the export potential substantially and will be able to add many countries to our customer fold to take maximum advantage for the betterment of the Company.

As required under the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements of the Company and its a for esaidsubsidiary are attached. Pursuant to the provisions of Section 212 (8) of the Companies Act, 1956 (Act), the Ministry of Corporate Affairsvide its General Circular No 2/2011 dated February 8, 2011, has granteda general exemption subject to certainconditions to holding companies from complying with the provisions of Section 212 of the Act, which requires the attaching of the Balance Sheet, Profit & Loss Account and other documents of its subsidiary companies to its Balance Sheet. Accordingly, the said documents are not being included in this Annual Report. The main financial summary of the subsidiary company is provided under as eparate section in the Annual Report. The Company will mak eavailable the said annual accounts and related detailed information of the subsidiary company up on the request by any member of the Company or itssu bsidiary company. The seaccounts will also be kep to penforins pection by any member at the Registered Office of the Company and thes ubsidiary company. During the year, no changes have taken place in subsidiary companies.

DIRECTORS:

In accordance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Jagdish Prasad Bagaria will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Pursuant to Section 149 of the Companies Act, 2013, the Board at its meeting held on 14th August 2014, recommended appointment of Mr. Bharat Kumar Doshi, Mr. Govind Das Pasari, and Mr. Avichal Kasliwal as independent Directors of the Company, not liable to retire by rotation for a period of five years from the 12th Annual General Meeting subject to approval of the Members of the Company.

The Company has received declarations from all the independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub section(6) of Section 149 of the Act as well as under clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Pratik Bankda has resigned from the Directorship of the Company on 30th May 2014. Your Directors place on record his deep appreciation for the guidance received from the out-going Director.

DEPOSITS:

During the year under review, the Company neither accepted nor invited any deposits from the public in terms of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Therefore the information relating thereto is NIL.

PARTICULARS OF EMPLOYEES:

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

CORPORATE GOVERNANCE:

The spirit of good Corporate Governance remains integral part to the Company's corporate philosophy. The Company follows the code of Corporate Governance issued by the Stock exchanges for listed companies. For 2013-14 all information relating to Corporate Governance is given separately to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis report covering the matters listed in clause 49 of the Listing Agreement for the year under review is given as separate statement in the Annual Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo are enclosed as Annexure 1.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required by sub-section (2AA) of Section 217 of the Companies Act, 1956, your Directors state and confirm as under:-

(i) That in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanations relating to material departures;

(ii) That the Director shads elected such a ccounting policies and applied the mconsistently and made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company atthe end of the financial year and of the profit of the company for that period;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and dete ctingfraud and other irregularities;

(iv) That the directors hadprepared the annual accounts on agoing concern basis.

AUDITORS:

The auditors, M/s Sanjay Mehta & Associates, Chartered Accountants, Indore, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. A certificate has been received from them to the effect that if re-appointed, their appointment will be within the limits of section 141(3) (g) of the Companies Act, 2013. And that they are not disqualified for re-appointment.

The Audit Committee and the Board of Directors recommended the re-appointment of M/s Sanjay Mehta & Associates, Chartered Accountants, as the Auditors of the Company for the fiscal year ending on March 31, 2015.

AUDITORS' REPORT:

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The observations appearing in the Auditors' Report, does not call for any further explanation/clarification by the Board of Directors.

The report of the auditors of the company on the annual accounts of the company for the financial year ending on 31st March 2014 is attached herewith and the same is self-explanatory and needs no comments, except the note of the auditor that the provisions for the gratuity was made only for the employees eligible for gratuity as on 31.03.2014 instead of actuarial valuation basis as prescribed under the accounting standard. The Company made the provisions on the basis of accrual basis instead of actuarial valuation the net effect on profit was not felt material. The qualified actuarial valuar was also not available in vicinity. However, we are trying to get the actuarial valuation done and provisions for gratuity will be made on actuarial valuation basis in subsequent years.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statement of the company prepared as per the Accounting standards AS-21, AS-23, & AS-27, Consolidated the company's account with its Subsidiary have also been included as part of this Annual Report.

COST AUDIT:

The Central Government has prescribed that an audit of the cost accounts maintained by the Company in respect of formulations be conducted under Section 233B of the Companies Act, 1956. (Section 148) Consequently, your Company has appointed M. Goyal & Co., Cost accountants, as Cost auditors for 2014-15, with the consent of the Central Government, for the audit of cost accounts maintained by the Company in respect of the formulations.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the assistance and continued cooperation extended by Banks, Financial Institutions, Government Authorities, Investors, 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 acknowledges their contribution towards sustained progress and performance of your company. Your Directors are thankful to the esteemed shareholders for their support and encouragement.

Place: Indore By Order of the Board Date:' 14th August, 2014 For Syncom Healthcare Limited

Registered Office:

221, Vyapar Bhawan, P.D. Mello Road Sd/- Mumabai - 400 009, India (Ajay Bankda) CIN:L51397MH2002PLC136652 Chairman E-mail: shl@syncomhealthcare.com


Mar 31, 2013

The Shareholders, Syncom Healthcare Limited,

The Directors have pleasure in presenting their 11th Annual Report along with the audited annual accounts for the year ended 31st March, 2013 to the members of the Company.

FINANCIAL RESULTS:

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

(Rs. in Lacs) Year ended Year ended 31/03/2013 31/03/2012

Sales and other income 9656.17 8986.65

Profit before Interest and Depreciation 617.15 583.80

Less : Interest 367.64 248.37

Profit before Depreciation 249.51 335.43

Less : Depreciation & Amortization 228.27 231.24

Profit before Taxation 21.24 104.19

Provision for Taxation 4.04 20.83

Provision for Deferred tax Liability/ (Assets) (6.20) 58.47

Profit after Taxation 23.40 24.89

Prior year (Income) /Expenses (6.27)

Balance carried to Balance Sheet 23.40 18.62

REVIEW OF OPERATIONS:

During the year under review, the Company has earned a total income of Rs. 9656.17 Lacs as against the total income of Rs. 8986.65 Lacs in the previous year, thereby registering an increase in turnover of 7.45%. The Company has earned a net profit of Rs. 21.24Lacs before tax during the year as against the profit of Rs104.19 Lacs in the previous year registering a 79.61% decrease in profit. The Company has carried out contract manufacturing for over Rs. 36.00 Crores as against Rs. 28.00 Crores in the previous year from the well known Pharma players in the industry during the year under review. The Company intends to expand the contract manufacturing activities in near future.

DIVIDEND:

In order to conserve the financial resources for the future plans the Directors do not recommend any dividend to the members.

FUTURE PLANS:

The Company entered in the capital market at the end of January, 2010 through Initial Public Issue of 7500000 equity shares of Rs. 10/- each at an issue price of Rs. 75/- per equity shares aggregating Rs.56.25 Crores. The issue proceeds were proposed to be utilized for additional equipments in the existing Plant at Dehradun in Uttarakhand for smoothening of the existing production facilities. The provision for meeting the working capital needs and general corporate use also envisaged. The Company has completed up gradation in the existing unit at Dehradun.

The Company has utilized Rs. 51.29 Crores on the project up to 31.03.2013. The remaining amount of Rs. 4.96 Crores was invested in short term advances.

The Company has established a wholly owned subsidiary in the name and style of Syncom Healthcare International FZEin RasAI Khaimah Free Trade Zone, Dubai with a nominal capital ofAED 200000. All the facilities are procured from RasAI Khaimah, Free Trade Zone in a Flexi rental Office in RAK. The office is used for the trading purpose only. The General Trading License was given by the RAK Free Trade Zone Authority on 27th April, 2011.

As required under the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements of the Company and its aforesaid subsidiary are attached. Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 (Act), the Ministry of Corporate Affairs vide its General Circular No 2/2011 dated February 8, 2011, has granted a general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212 of the Act, which requires the attaching of the Balance Sheet, Profit & Loss Account and other documents of its subsidiary companies to its Balance Sheet. Accordingly, the said documents are not being included in this Annual Report. The main financial summary of the subsidiary company is provided under a separate section in the Annual Report. The Company will make available the said annual accounts and related detailed information of the subsidiary company upon the request by any member of the Company or its subsidiary company. These accounts will also be kept open for inspection by any member at the Registered Office of the Company and the subsidiary company. During the year, no changes have taken place in subsidiary companies.

DIRECTORS:

Shri Govind Das Pasari & Shri Avichal Kasliwal, Directors are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers themselves for re-appointment. Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting and the Explanatory Statement thereto in this regard.

None of the Directors of the company is disqualified under section 274(1) (g) of the Companies Act, 1956 from being appointed as a Director of any other public company.

DEPOSITS:

During the year under review, the Company neither accepted nor invited any deposits from the public in terms of section 58Aof the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Therefore the information relating thereto is NIL.

PARTICULARS OF EMPLOYEES:

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

CORPORATE GOVERNANCE:

The spirit of good Corporate Governance remains integral to the Company''s corporate philosophy. The Company follows the code of Corporate Governance issued by the Stock exchanges for listed companies. For 2012-13 all information relating to Corporate Governance is given separately to this Report. A compliance certificate from a practicing Company Secretary is appended to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis report covering the matters listed in clause 49 of the Listing Agreement for the year under review is given as separate statement in the Annual Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo are enclosed as Annexure 1.

DIRECTORS''RESPONSIBILITY STATEMENT:

As required by sub-section (2AA) of Section 217 of the Companies Act, 1956, your Directors state and confirm as under:-

(i) That in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards had been followed along with proper explanations relating to material departures;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 that period;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the directors had prepared the annual accounts on a going concern basis.

AUDITORS'' REPORT:

The report of the auditors of the company on the annual accounts of the company for the financial year ending on 31 st March 2013 is attached herewith and the same is self-explanatory and needs no comments, except the note of the auditor that the provisions for the gratuity was made only for the employees eligible for gratuity as on 31.03.2013 instead of actuarial valuation basis as prescribed under the accounting standard. The Company made the provisions on the basis of accrual basis instead of actuarial valuation the net effect on profit was not felt material. The qualified actuarial valuer was also not available in vicinity. However, we are trying to get the actuarial valuation done and provisions for gratuity will be made on actuarial valuation basis in subsequent years. As regards the persons engaged through contractors, we are insisting them to get themselves registered with the appropriate authorities to discharge their legal responsibilities.

AUDITORS:

The auditors, M/s Sanjay Mehta & Associates, Chartered Accountants, Indore, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. A certificate has been received from them to the effect that if re-appointed, their appointment will be within the limits of section 224(1 B) of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statement of the company prepared as per the Accounting standards AS-21, AS-23, & AS-27, Consolidated the company''s account with it''s Subsidiary have also been included as part of this Annual Report.

COST AUDIT:

The Central Government has prescribed that an audit of the cost accounts maintained by the Company in respect of formulations be conducted under Section 233B of the Companies Act, 1956. Consequently, your Company has appointed M. Goyal & Co., Cost accountants, as Cost auditors for 2013-14, with the consent of the Central Government, for the audit of cost accounts maintained by the Company in respect of the formulations.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the assistance and continued cooperation extended by Banks, Financial Institutions, Government Authorities, Investors, 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 acknowledges their contribution towards sustained progress and performance of your company. Your Directors are thankful to the esteemed shareholders for their support and encouragement. For and on behalf of the Board of Directors

Place: Indore Ajay Bankda

Date: 14,h August, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting their 10th Annual Report along with the audited annual accounts for the year ended 31st March, 2012 to the members of the Company.

FINANCIAL RESULTS:

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

(Rs. In Lacs)

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

Sales and other income 8986.65 7879.48

Profit before Interest and Depreciation 583.80 458.22

Less: Interest 248.37 196.36

Profit before Depreciation 335.43 261.86

Less: Depreciation & Amortization 231.24 183.54

Profit before Taxation 104.19 78.32

Provision for Taxation 20.83 14.66

Provision for Deferred tax Liability/ (Assets) 58.47 (199.18)

Profit after Taxation 24.89 262.02

Prior year (income)/Expenses (6.27) (0.82)

Balance carried to Balance Sheet 18.62 262.84

REVIEW OF OPEATIONS:

During the year under review, the Company has earned a total income of Rs. 8986.65 Lacs as against the total income of Rs. 7879.48 Lacs in the previous year, thereby registering an increase in turnover of 14%. The Company has earned a profit of Rs. 104.19 Lacs before tax during the year as against the profit of Rs. 78.32 Lacs in the previous year registering a 33% increase in profit. These results could be achieved due to manufacture of a wide range of branded quality of Ethical, OTC, Generic and Herbals products in its own Plant, contract manufacturing & other operations and marketing through an established distribution network. The Company has carried out contract manufacturing for over Rs. 28.00 Crores as against Rs. 17.00 Crores in the previous year from the well known Pharma players in the industry during the year under review. The Company intends to expand the contract manufacturing activities in near future.

DIVIDEND:

In order to conserve the financial resources for the future plans the Directors do not recommend any dividend to the members.

FUTURE PLANS:

The Company entered in the capital market at the end of January, 2010 through Initial Public Issue of 7500000 equity shares of Rs. 10/- each at an issue price of Rs. 75/- per equity shares aggregating Rs.56.25 Crores. The issue proceeds were proposed to be utilized for additional equipments in the existing Plant at Dehradun in Uttarakhand for smoothening of the existing production facilities. The provision for meeting the working capital needs and general corporate use was also envisaged. The Company also planned for setting up a Unit for Pharmaceutical Formulation in SEZ at Pithampur for catering the needs of global requirement. The Company has completed up gradation in the existing unit at Dehradun.

The SEZ authority expressed their inability to allot the desired land and instead asked to take alternate land at the remote area which was not convenient for us. The Government also brought all the SEZ units within MAT tax cover. The proposed Direct Tax Code also brought in all the SEZ units within tax net and thus there is no benefit in putting any unit in SEZ. Thus, the management felt it better to deploy the funds of Rs. 2048 Lacs in the existing unit located in Dehradun by way of modernization and expansion to get the better results out of the funds so deployed more particularly since the Company has obtained WHO certification for this unit and exports is now possible. The management is also thought it better from administrative point of view to have increased productions capacity and all the facilities and control at one place.

The Company has issued notice on 16.01.2012 pursuant to Section 192A of the Companies Act, 1956 read with the companies (Passing of the Resolution by Postal Ballot) Rules, 2001 for seeking the approval of the shareholders for utilization of unutilized portion of the IPO proceeds for the object otherwise than as specified in the Prospectus as contained in the draft resolutions appended below by way of Postal Ballot. The Chairman after ascertaining the procedure declared the approval of the shareholder through postal ballot on 29.02.2012. The Company has utilized Rs. 34.88 Crores on the project up to 31.03.2012. The remaining amount of Rs. 21.37 Crores was invested in short term advances.

The Company has established a wholly owned subsidiary in the name and style of Syncom Healthcare International FZE in Ras Al Khaimah Free Trade Zone, Dubai with a nominal capital of AED 200000. All the facilities are procured from RasAI Khaimah, Free Trade Zone in a Flexi rental Office in RAK. The office is used for the trading purpose only. The General Trading License was given by the RAK Free Trade Zone Authority on 27th April, 2011.

As required under the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements of the Company and its aforesaid subsidiary are attached. Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 (Act), the Ministry of Corporate Affairs vide its General Circular No 2/2011 dated February 8, 2011, has granted a general exemption subject to certain conditions to holding companies from complying with the provisions of Section 212 of the Act, which requires the attaching of the Balance Sheet, Profit & Loss Account and other documents of its subsidiary companies to its Balance Sheet. Accordingly, the said documents are not being included in this Annual Report. The main financial summary of the subsidiary company is provided under a separate section in the Annual Report. The Company will make available the said annual accounts and related detailed information of the subsidiary company upon the request by any member of the Company or its subsidiary company. These accounts will also be kept open for inspection by any member at the Registered Office of the Company and the subsidiary company. During the year, no changes have taken place in subsidiary companies.

DIRECTORS:

Shri Bharat Kumar Doshi & Shri J.P Bagaria, Directors are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers themselves for re-appointment. Attention of the Members is invited to the relevant items in the Notice of the Annual General Meeting and the Explanatory Statement thereto in this regard.

None of the Directors of the company is disqualified under section 274(1) (g) of the Companies Act, 1956 from being appointed as a Director of any other public company.

DEPOSITS:

During the year under review, the Company neither accepted nor invited any deposits from the public in terms of section 58Aof the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Therefore the information relating thereto is NIL.

PARTICULARS OF EMPLOYEES:

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

CORPORATE GOVERNANCE:

The spirit of good Corporate Governance remains integral to the Company's corporate philosophy. The Company follows the code of Corporate Governance issued by the Stock exchanges for listed companies. For 2011-12 all information relating to Corporate Governance is given separately to this Report. A compliance certificate form a practising Company Secretary is appended to this Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo are enclosed as Annexure 1.

DIRECTORS'RESPONSIBILITY STATEMENT:

As required by sub-section (2AA) of Section 217 of the Companies Act, 1956, your Directors state and confirm asunder:-

(i) That in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanations relating to material departures;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 that period;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the directors had prepared the annual accounts on ageing concern basis.

AUDITORS'REPORT:

The report of the auditors of the company on the annual accounts of the company for the financial year ending on 31st March 2012 is attached herewith and the same is self-explanatory and needs no comments, except the note of the auditor that the provisions for the gratuity was made only for the employees eligible for gratuity as on 31.03.2012 instead of actuarial valuation basis as prescribed under the accounting standard. The Company made the provisions on the basis of accrual basis instead of actuarial valuation the net effect on profit was not felt material. The qualified actuarial value was also not available in vicinity. However, we are trying to get the actuarial valuation done and provisions for gratuity will be made on actuarial valuation basis in subsequent years. As regards the persons engaged through contractors, we are insisting them to get themselves registered with the appropriate authorities to discharge their legal responsibilities.

AUDITORS:

The auditors, M/s Sanjay Mehta & Associates, Chartered Accountants, Indore, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. A certificate has been received from them to the effect that if re-appointed, their appointment will be within the limits of section 224(1B)of the Companies Act, 1956.

COST AUDIT:

The Central Government has prescribed that an audit of the cost accounts maintained by the Company in respect of formulations be conducted under Section 233B of the Companies Act, 1956. Consequently, your Company has appointed M. Goyal & Co., Cost accountants, as Cost auditors for 2011-12, with the consent of the Central Government, for the audit of cost accounts maintained by the Company in respect of the formulations.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the assistance and continued cooperation extended by Banks, Financial Institutions, Government Authorities, Investors, 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 acknowledges their contribution towards sustained progress and performance of your company. Your Directors are thankful to the esteemed shareholders for their support and encouragement.

For and On Behalf of the Board of Directors

Place: Indore Ajay Bankda

Date: 14th August,2012

Chairman


Mar 31, 2009

The Directors have pleasure in presenting their Seventh Annual Report along with the audited annual accounts for the year ended 31 st March 2009 to the members of the Company.

FINANCIAL RESULTS:

During a short span of time, your company has made quantum growth, which is evident from the following financial results of the company for the year ended 31 st March, 2009.

(Rs. In Lacs)

Year ended Year ended 31/03/2009 31/03/2008

Sales and other income 6057.50 5177.84

Profit before Interest and Depreciation 975.74 888.63

Less : Interest 337.73 288.02

Profit before Depreciation 638.01 600.61

Less : Depreciation 203.75 195.55

Profit before Taxation 434.26 405.07

Provision for Taxation 51.00 51.43

Provision for Fringe Benefit Tax 5.22 11.47

Provision for deferred tax Liability (27.12) Profit after Taxation 378.04 369.28

Prior year Income/ (Expenses) 3.27 (3.05)

Balance carried to Balance Sheet 381.31 366.23

REVIEW OF OPEATIONS:

During the year under review the Company has achieved a total turnover of Rs. 6057.50 Lacs as against the turnover of Rs. 5177.84 Lacs in the previous year thereby registering an increase in turnover of 17%. The Company has earned a net profit of Rs. 434.26 Lacs before tax during the year as against the profit of Rs. 405.07 Lacs in the previous year registering a marginal increase of profit. These results could be achieved due to manufacture of a vide range branded quality of Ethical, OTC, Generic and Herbals products in its own Plant, contract manufacturing & other operations and marketing through an established distribution network. The Company has carried out contract manufacturing for over Rs. 8 Crores for the well known Pharma players in the industry during the year under review.

DIVIDEND:

In order to conserve the financial resources for the future plans the Directors do not recommend any dividend to the members.

FUTURE PLAN

The Company has filed Draft Red Herring Prospectus (DRHP) in September, 2008 to SEBI for its proposed IPO for set up a Unit for Pharmaceutical Formulation in SEZ at Indore/ Pithampur for catering the needs of global requirement. The Unit proposed to be set up will meet the MHRA-USFDA norms. The Company also planned to broad base its marketing net work by opening its own office in Mumbai to cater the overseas marketing operations. The Company also planned to add additional equipments in the existing Plant at Dehradun in Uttrakhand for smoothening of the existing production facilities. The provision for meeting the working capital needs and general corporate use also envisaged. The BSE consent for listing has been received by the Company and NSE consent is expected at any time. On receipt of the NSE consent the SEBI will issue the approval for the proposed IPO.

DIRECTORS:

Shri Ajay Bankda & Smt. Jyoti Bankda, Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. Except above there were no other changes in the Board of Directors of the company. None of the Directors of the company are disqualified under section 274(1) (g) of the Companies Act, 1956 from being appointed as a Director of any other public company.

DEPOSITS:

During the year under review, the company neither accepted nor invited any deposits from the public in terms of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Therefore the information relating thereto is NIL.

PARTICULARS OF EMPLOYEES:

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

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo are enclosed as Annexure 1.

DIRECTORS RESPONSIBILITY STATEMENT:

As required by sub-section (2AA) of Section 217 of the Companies Act, 1956, your Directors state and confirm asunder:-

(i) That in the preparation of the annual accounts for the year ended 31st March, 2009, the applicable accounting standards had been followed alongwith proper explanations relating to material departures;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 that period; (iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (iv) That the directors had prepared the annual accounts on a going concern basis. AUDITORS REPORT:

The report of the auditors of the company on the annual accounts of the company for the financial year ending on 31 st March 2009 is attached herewith and the same is self-explanatory and needs no comments, except the note of the auditor that the provisions for the gratuity was made only for the employees eligible for gratuity as on 31.03.2009 instead of actuarial valuation basis as prescribed under the accounting standard. The Company made the provisions on the basis of accrual basis instead of actuarial valuation the net effect on profit was not felt material. The qualified actuarial valuer was also not available in vicinity. However, the actuarial valuation part is in process and next year onwards the provisions for gratuity will be made on actuarial valuation basis only.

AUDITORS:

The auditors M/s Sanjay Mehta & Associates, Chartered Accountants, Indore retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. A certificate has been received from them to the effect that if they are re-appointed their appointment will be within the limits of section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the assistance and continued cooperation extended by Banks, Financial Institutions, 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 acknowledges their contribution towards sustained progress and performance of your company.

For and On Behalf of the Board of Directors

Place: Indore Ajay Bankda

Date: 8th June, 2009 Chairman



 
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