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: [email protected]
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: [email protected]
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, 2010
The Directors have pleasure in presenting their Eighth Annual Report
along with the audited annual accounts for the year ended 31st March
2010 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
31/03/2010 31/03/2009
Sales and other income 6842.93 6057.50
Profit before Interest and Depreciation 906.00 975.74
Less : Interest 267.61 337.73
Profit before Depreciation 638.39 638.01
Less : Depreciation 186.85 203.75
Profit before Taxation 451.54 434.26
Provision for Taxation 81.11 51.00
Provision for Fringe Benefit Tax - 5.22
Provision for deferred tax Liability - -
Profit after Taxation 370.43 378.04
Prior year Income/ (Expenses) - 3.27
Balance carried to Balance Sheet 370.43 381.31
REVIEW OF OPERATIONS :
During the year under review the Company has achieved a total turnover
of Rs. 6842.93 Lacs as against the turnover of Rs. 6057.50 Lacs in the
previous year thereby registering an increase in turnover of 13%. The
Company has earned a net profit of Rs. 451.54 Lacs before tax during
the year as against the profit of Rs. 434.26 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. However, the operating profit was slightly lower
due to increase in the prices of raw materials. The Company has carried
out contract manufacturing for Rs. 10.00 Crores 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 PLAN
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 got good response of the market and subscribed over 5
times. The issue proceeds are proposed to be utilized for setting up a
Unit for Pharmaceutical Formulation in SEZ at Pithampur for catering
the needs of global requirement. 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 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 carried almost complete upgradation in the
existing unit at Dehradun as scheduled. The SEZ authority already
confirmed for the allotment of land and the same is being allotted and
necessary steps for setting up the Unit for Pharmaceutical Formulation
at Pithampur is initiated. The Company has utilized up to 31.03.2010
Rs. 24.59 Crores on the project. The remaining amount was lying in the
current account with the Bank (Rs. 15.54 Crores) and in the temporary
deposits (Rs. 16.12 Crores)
DIRECTORS :
Shri J.P. Bagaria & Shri Bharat Kumar Doshi, Directors are liable to
retire by rotation at the ensuing Annual General Meeting and being
eligible, offers them selves for re-appointment.
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.
DIRECTORSÃ 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, 2010,
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.
AUDITORSÃ REPORT :
The report of the auditors of the company on the annual accounts of the
company for the financial year ending on 31st March 2010 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 31.03.2010 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 have the actuarial valuation 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 them selves 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 they are re-appointed their appointment
will be within the limits of section 224(1B) 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, 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.
For and On Behalf of the Board of Directors
Place: Indore
Date: 28th June, 2010 Ajay Bankda
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