सिंकॉम फॉर्मुलेशंस निदेशकों की रिपोर्ट, सिंकॉम फॉर्मुलेशंस निर्देशकों द्वारा रिपोर्ट

सिंकॉम फॉर्मुलेशंस

बीएसई: 524470  |  NSE: N.A  |  ISIN: INE312C01025  |  Pharmaceuticals

खोजें सिंकॉम फॉर्मुलेशंस कनेक्शन Mar 16
निदेशकों की रिपोर्ट वर्षांत : Mar '18




The Members,

Syncom Formulations (India) Limited

The Directors presenting their 30th Annual Report together with the Audited Standalone Financial Statements of the Company (Syncom)for the year ended 31st March, 2018. HIGHLIGHTS OF PERFORMANCE/STATE OF AFFAIRS

- Total net income for the year decreased to Rs. 16315.57 Lakhs as compared to Rs. 18792.12 Lakhs in the previous year ;

- Total net sales for the year was Rs.15871.78 Lakhs as compared to Rs. 18484.03 Lakhs in the previous year;

- Total profit before tax for the year was Rs. 1201.48 Lakhs as compared to Rs.1599.52 Lakhs in the previous year; and

- Profit after tax for the year was Rs. 864.71 Lakhs as compared to Rs.1065.19 Lakhs in 2017.

Financial Results (Rs. in Lakhs)


Year Ended On



Revenue from Operations (Net)



Other Income



Total Income



Total Expenditure except Interest and Depreciation



Profit before Interest, Depreciation & Tax (EBIDTA)



Less: Interest



Less: Depreciation



Profit before Tax and exceptional item



Less: Exceptional Item



Profit before Tax



Less: (a) Current Tax



(b) Tax adjustments related to previous year



(c) Deferred Tax



Net Profit for the Year



Add: Other Comprehensive Income



Total Comprehensive Income



Add: Surplus brought forward from previous year



Total Surplus



Paid up Equity Share Capital



EPS (Equity Shares of Rs. 1/- each) Basic & Diluted (in Rs.)



*The Company has adopted I nd AS w.e.f. 1st April, 2017, accordingly the figures for the previous year ended 31st March, 2017 have been re-arranged/re-grouped to make comparable with the current year 2017-18 in accordance with Ind AS as prescribed under section 133 of the Companies Act, 2013.

In the pharmaceutical industry, costs attributed to manufacturing are a major part of a company’s total expenses. The input cost has substantially increased during the year, but the medicine spending growth appears to be slowing rather than driving upward. Hence, this has affected the sales of the company at top as well as at the bottom line and in turn affecting the overall financial performance of the company.


In view to conserve resources, the Board has not recommended any dividend on Equity shares for the Financial Year 2017-18 (Previous year Rs. 0.02 per equity share).


The paid up Share Capital of Syncom as on 31stMarch, 2018 was Rs. 78,06,52,180 divided into 78,06,52,180 equity shares of Re. 1/- each. During the year under review, Syncom has neither issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2018, Your company do not hold any instruments convertible into the equity shares of the Company.

Transfer to Reserves

During the year under review your company proposes to transfer Rs.900.00 Lakhs to


Economic Scenario:

In the International Monetary Fund’s (IMF) April, 2018 report the World Economic Outlook, India’s growth rate is projected to be 7.4% in 2018 and 7.8% in 2019. According to the latest estimate India re-emerges as the fastest growing economy, outperforming other emerging markets such as Chi na, Russia and Brazil.

India’s growth has recovered from the temporary dip post the implementation of the Goods and Services Tax (GST) in last July - a change that is expected to lead to ease in doing business and broadening of the tax base through conversion of India into one common market

The World pharmaceuticals market is forecast to grow with approx. 12% or more from up till 2020 which can be increased if companies invest more in drug research sector as well as promotion. The Indian Pharmaceutical Industry is the 3rd largest pharmaceutical market in terms of volume and 10th largest in terms of value, contributing towards 10% of global production. India holds an important position in the World pharmaceutical market.

In the Union Budget 2018, the government has demonstrated its commitment to increase healthcare spending. In another path- breaking move, the government unveiled the National Health Protection Scheme under which an annual health insurance cover of Rs. 5 lakh will be provided to nearly 100 million under-privileged households in the country. In addition, the National Health Policy (approved in 2017)proposes to increase government spending on healthcare from current 1.1% of GDP to 2.5% over the next 5-7 years, predominantly through levying the health cassia’s proposed, Government would provide free primary care supplemented by public/ private hospital care for roughly 70% of the population. The proposed policy references the importance of a “ dynamic regulatory regime” to ensure the safety, efficacy, and quality of drugs and medical devices that are manufactured, imported, or sold in the country to safeguard the public from sub-standard or unsafe drugs and to ensure the Indian pharmaceutical industry’s global and domestic reputation and leadership.


In this economic scenario, the Indian Pharmaceuticals Market has seen value growth in line with the market for the last one year. According to the IMS Market Prognosis Report 2016-2021, the IPM is forecasted to grow at a compounded annual growth rate (CAGR) 9.2% over the period 2016-2021, reaching a total value of 1833.6 billion by 2021. The market is highly fragmented with the top companies constituting 43% share of the IPM and the top 150 companies accounting for 97% of the IPM. The IPM is primarily made up of Indian companies, with a share of 79% of the market while acute therapies continue to dominate the market constituting 64% of the IPM.

National Health Protection Scheme in the name of Ayushman Bharat is ambitiously aiming to extend health insurance coverage of up to Rs. 5 lakh per family per annum to over 10 Crore families from the vulnerable and under- privileged sections of society, equating to around 50 Crore beneficiaries, equivalent to 40% of the population.


The company is a generic pharmaceutical player operating in different countries across the globe, there are large number of players in the market ultimately resulting in cut throat competition. This competition and also the increasing input cost constantly puts pressure on the prices of the generic products which company charges to the customers. During the past few years industry has witnessed various changes. A few other concerns are regulatory risk, growth risk, litigation risk, inflation which ultimately affect the business and volume of the products of the company.

The first Draft of the pharmaceutical policy was released in mid-2017 and reflects the government’s commitment to address issues surrounding drug quality and availability in the Indian pharmaceutical market. The policy states: “The quality assurance of indigenously manufactured drugs is another area of concern. While the drugs that get exported have a stringent quality assurance system, put in place and insisted upon by the importing countries’ internal requirements; concerns have been raised on the quality surveillance of the indigenously manufactured drugs for domestic consumption.”

Prices will remain under pressure as the scope of price control increased under Drug Price Control (Amendment) Order (DPCO) following the update of the National List of Essential Medicines (NLEM). Currently 29 therapeutic classes are covered by the list. It is expected that future revision of NLEM will ensure price Controls are not diluted. The department of Pharmaceuticals is also amending the DPCO. It is likely that some of the amendments will pose further challenges to the industry.

Syncom has a Risk Management Policy in force to review and mitigate risks relevant to environmental, operational & business risks to safeguard its interest. Syncom’s continued investments in manufacturing facilities and its strategy to remain a vertically integrated pharmaceutical business is a critical differentiator to create sustainable competitive advantage not only for products launched in international markets but also

The investment made by the company are within the limit as specified under the provisions of section 186 the Companies Act, 2013 and the company is not required to take any approval from the members from enhancing the limit as required under section 186 of the Companies Act, 2013. the general reserves (Previous year Rs. 700.00 Lakhs).


Cash and cash equivalent as at 31 st March, 2018 was Rs. 76.01 Lakhs as compared to Rs. 657.14 Lakhs in previous year. Syncom continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.


Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the Rules”) all unpaid or unclaimed dividend are required to be transferred by the company to the IEPF established by the Government of India, after the completion of 7 (seven) years. Further, according to the rules, the shares on which dividend has not been paid or claimed by the shareholders for 7 (seven) consecutive years or more also required to be transferred to the Demate account of the IEPF Authority. Accordingly, the company has transferred the unclaimed and unpaid dividends of Rs. 2,08,992/- and has also transferred 4,53,700 equity shares of Re. 1/- each for the F.Y 2008-09 and 41,110 equity shares for the year 2009-10 of Re. 1/- each to the IEPF Authority as per the requirement of the IEPF rules. The details related to dividend remains unpaid-unclaimed in the Company has been given in the Corporate Governance Report attached with the annual report of the Company and also hosted at the website of the Company.


The details relating to deposits, covered under Chapter V of the Act

(a) Accepted during the year :Nil

(b) Remained unpaid or unclaimed as at the end of the year: Nil

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: Nil

Details of deposits which are not in compliance with the requirements of Chapter

V of the Act:

The Company has not accepted any deposit which are not in compliance of the Companies (Acceptance of Deposits) Rules, 2014 during the financial year. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Your company has not given any guarantee or provided any security to the other business entity during the financial year, however, has made investment in equity shares of other body corporate and details of the investments are disclosed as per the requirement of Regulation 34(3) of the SEBI (LODR) Regulations, 2015 read with Schedule V of the Listing Regulations is given as under.

Name of the Company







No. of Shares

Op. Balance as on 01/04/2017 (Fair Value in Rs.)

Transactions made during the year

Closing Bal. as on 31/03/2018 (Fair Value in Rs.)

Ravi Kumar Distilleries Ltd.


Investment in equity shares





Bil Energy System Ltd.


Investment in equity shares





PFL Infotech Ltd.


Investment in equity shares









Investment in equity shares









Investment in equity shares





Upsurge Investment & Finance Ltd.


Investment in equity shares





Trade Services FZE*


Investment in share capital (WOFS)

1 share of face value AED 65000




are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of Syncom.

Syncom has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

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


Your company has a Vigil Mechanism in place which also includes a whistle blower policy in terms of the listing regulation for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the Company’s website at www.sfil.in and the same is being attached with this Report as “Annexure-B”.

All the employees have the right/option to report their concern/grievance to the Chairman of the Audit Committee. During the year under review no protected disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.


Syncom had 100% Wholly owned Subsidiary Company as Trade Services FZE foreign subsidiary, which has ceased to be in existence w.e.f 25th April 2017. Except that the Company does not have any associate or joint venture company at the beginning or any time during the year 2017-18. A statement containing salient features of the financial statements of the closed down subsidiary company in the Form AOC-1 is also included in the Annual Report as the Annexure C.


Your Company is providing E-voting facility under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The details regarding e-voting facility is being given with the notice of the Meeting.

BOARD OF DIRECTORS, KM Ps AND M EETINGS OF THE BOARD Declaration of Independency by Independent Directors

The Company have received necessary declaration from all the independent directors as required under section 149(6) of the Companies Act, 2013 confirming that they meet the criteria of Independence as per the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013.In the Opinion of the Board, all the independent directors fulfills the criteria of the independency as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Independent Directors seeking re-appointment:

Pursuant to the provision of section 149(10) of the Companies Act, 2013 a term of 5 (five) consecutive years on the Board of the Company of Shri Krishna Das Neema, (DIN 02294270), Shri Vinod Kumar Kabra (DIN 01816189) and Shri Praveen Jindal (DIN 05327830) as Independent Directors will be completed on 31st March, 2019.

However, they are eligible for re-appointment on passing of special resolution for a second term of 5 (five) consecutive years. Therefore, the Board at their meeting held on 14th August, 2018 upon the recommendation of the Nomination and Remuneration Committee has recommended their re-appointment w.e.f. 1st April, 2019 to 31st March, 2024. Your Board of directors recommends to pass necessary special resolutions to that effect as set out in the notice of the Annual General Meeting.

Directors seeking re-appointment

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

Change in the Key Managerial Personnel''s

There is following changes in the Key Managerial Personnel duri ng the year-

1) CS Prachi Rathore Company Secretary & Compliance officer and KMP had resigned w.e.f. 14thAugust, 2017;

2) CS Karishma Kakkar was appointed as the Company Secretary and Compliance Officer and as Key Managerial Personnel of the company w.e.f. 16thAugust, 2017;

3) Designation of Smt. Rinki Bankda has been changed from Women Non-Executive Director to Whole-time Director w.e.f. 15th November, 2017.

Except that there is no change in the Key Managerial Personnel’s of the Company. for contractual supplies to global generic companies, with a conscious endeavor for market and customer diversification.


In view of the profits and turnover of Syncom during the previous 3 (three) years, Syncom is required to Undertake Corporate Social Responsibility (CSR) projects during the year 2017-18 under the provisions of the section 135 of the Companies Act, 2013 and the rules made there under. AS part of its initiatives under CSR, Syncom has undertaken projects in the areas of Education and Health. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as “AnnexureA” and the CSR policy is available at the website of the Company at www.sfil.in.The Board confirms that the Company has obtained the responsibility statement of the CSR Committee on the implementation and monitoring of the CSR Policy during the year as enclosed to the Board Report.


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


Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization to achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

Syncom’s HR processes such as hiring and on-boarding, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process, and market aligned policies have been seen as benchmark practices in the Industry. During the year under review, the following Human Resources initiatives received greater focus:

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

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

- Gender Equality: Syncom as a company has a policy to promote Gender Equality. We hire female employees and mentor and groom them to take higher managerial positions. We also encourage our female employee to have a good work life balance. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Statement showing the number of complaints filed during the financial year and the number of complaints pending as on the end of the financial year is shown as under: -


No. of complaints pending at the beginning of F.Y. 2017-2018

No. of complaints filed during the F.Y. 2017-2018

No. of complaints pending as at the end of F.Y. 2017-2018






No complaint was received during the year which is appreciable as the management of the company endeavor efforts to provide safe environment for the female employees of the company.


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

Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2018 and of the profit of the Company for the year ended on that date;

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

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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


During the year under review, the Board has the 5 (five) Committees, as required under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as follows:

(a) Audit Committee

(b) CSR Committee

(c) Nomination and Remuneration Committee

(d) Stakeholders’ Relationship Committee

(e) Risk management Committee

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

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

All Related Party Transactions are placed before the Audit Committee and the Committee has accorded its Omni Bus Approval and also reviewed the same periodically also the Board for their consideration on a quarterly basis. The statement is supported by a Certificate from the Managing Director and the Chief Financial Officer. The Company has developed a Related Party Transactions Policy, Standard Operating Procedures for purpose of identification and monitoring of such transactions.

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


SEBI has issued an Order No. WTM/GM/EFD/1/2018-19 dated 2ndApril, 2018 in the matter of First Financial Services Limited, and has restrain the company to access the capital market for a period of three years from the date of the order and has allowed the company to enjoy the benefit of the reliefs as granted by them earlier. SEBI had granted an Interim Relief vide letter SEBI/HO/ISD/ISD/OW/P/2016/0000001565 dated 22nd January, 2016 in the aforesaid matter and further orders was issued by the SEBI on 25th August, 2016 for providing reliefs for sale of the investments as per conditions stipulated therein. The Company is complying with the terms and conditions of the same. The Company has filed an appeal before the SEBI Appellate Tribunal against the order dated 2nd April, 2018 issued by SEBI.


Statutory Auditors& their report

According to applicable provisions of the Companies Act, 2013 M/s Sanjay Mehta & Associates., Chartered Accountant were appointed as statutory auditors of the company for a term of 5 (Five) years at the Annual General Meeting of the Company held on 29th Sept., 2017. The Auditors have confirmed their eligibility to continue as Auditors of the Company. Further, as per amendment made in section 139 of the Companies Act, 2013 which came in to force w.e.f. 7th May, 2018, the company is not required to ratify the their appointment.

The Board takes pleasure in stating that no such observation has been made by the Auditors in their report which needs any further explanation by the Board. The Auditor’s Report is enclosed with the Financial Statement i n this Annual Report Cost Auditors

Pursuant to section 148 of the Companies Act,2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, Cost Records as specified by the Central Government under section 148(1) of the Companies Act, 2013 is maintained by the Company in respect of its drug formulation activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s M. Goyal

Key Managerial Personnel’s

Syncom is having 5(Five) Key Managerial Personnel’s viz Shri Vijay Shankarlal Bankda, Managing Director; Shri Kedarmal Shankarlal Bankda, Whole-time Director; Smt. Rinki Bankda, Whole Time Director; Shri Ankit Kedarmal Bankda, Chief Financial Officer and CS Karishma Kakkar, Company Secretary are functioning as the Key Managerial Personnel’s under section 203 of the Companies Act, 2013 as on 31st March, 2018.

Composition of the Board

Syncom is having total 6 (Six) directors in the Board including 3 (Three) independent directors and meeting the requirement of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as applicable to the Company Shri Kedarmal Bankda is the Chairman of the Board and the Company’s meetings.

Number of Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Board’s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held at the Corporate Office at Indore (M.P). The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 4 (four) times in financial year 2017-18 viz., on 30th May, 2017, 14th August, 2017, 14th Nov., 2017 and 14th Feb., 2018. The maximum interval between any two meetings did not exceed 120 days. The Company has complied with all the requirements of the Secretarial Standard-1 in respect of the Board and the Committee Meetings.

Board independence

The definition of ‘Independence’ of Directors is derived from SEBI (LODR) Regulations, 2015 and section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received from the Independent Directors and on evaluation of the relationships disclosed, Shri Krishna Das Neema, Shri Praveen Jindal and Shri Vinod Kumar Kabra are the Non-Executive and Independent Directors in terms of Regulation 17(10) of the SEBI (LODR) Regulations, 2015 and section 149(6) of the Companies Act, 2013.

Policy on Directors’ appointment and remuneration

The Board has, on the recommendation of the nomination and remuneration committee framed a nomination, remuneration and evaluation policy which lays down the criteria for identify ng the persons who are qualified to be appointed as directors and, or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMP’s and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the Company at www.sfil.inand the same are also covered in Corporate Governance Report forming part of this annual report.

Annual evaluation by the Board

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.

The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairman. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees.

The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.


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

a. that in the preparation of the annual financial statements for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 1 & 2 of the Notes to the Financial & Co. Cost Accountants to audit the cost accounts of the Company for the financial year 2017-18 on a remuneration of Rs. 25, 000/-plus GST as required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member’s ratification for the remuneration payable to M/s M.Goyal & Co, Cost Auditors is included at Item No. 4 of the Notice convening the Annual General Meeting. Your Company has filed the Cost Audit Report for the year 2016-17 to the Central Government on 18/12/2017, which was self-explanatory and needs no comments. The Company is in process to file the Cost Audit Report for the year 2017-18. Further that there is no qualification and observation raised by the auditors which needs clarification by the Board.

Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of directors has appointed M/s D.K.Jain & Co. ,Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed here with as “Annexure D”.

Observations of the Secretarial Auditors: SEBI has issued an Order No. WTM/GM/EFD/1/2018-19 dated 2ndApril, 2018 in the matter of First Financial Services Limited, and has restrain the company to access the capital market for a period of three years from the date of the order and has allowed the company to enjoy the benefit of the reliefs as granted by them earlier.

Management Reply: Since the matter is old and the company have filed appeal before the competent authority, there is no need to give any further clarification.

Disclosure of frauds against the Company:

There were no instances for other than reportable fraud to the Central Government covered under section 134(3)(ca) of the Companies Act, 2013. Further that, the auditors have not found any fraud as required to be reported by them under section 143(12) to the Central Government during the year 2017-18.


Your Company believes that its Members are among its most important stake holders. Accordingly, your Company’s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive as set and resource base and nurturing overall corporate reputation. Syncom is also committed to creating value for its other stake holders by ensuring that its corporate actions positively impact the soci o-economic and environmental dimensions and contribute to sustainable growth and development.


As per SEBI (LODR) Regulations, 2015 a separate section on corporate governance practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance forms an integral part of this Report Annexure E.

MD & CFO Certification

Certificate obtained from Shri Vijay Bankda Managing Director and Shri Ankit Kedarmal Bankda, Chief Financial Officer, pursuant to Regulation 17(8) of SEBI (LODR) Regulations, 2015 and for the year under review was placed before the Board at its meeting held on 30th May, 2018.

A copy of the certificate on the financial statements for the financial year ended March, 31, 2018 is annexed along with this Report as Annexure F.


Since the Company does not have any subsidiary, associate or joint venture, therefore the requirement for consolidation of the Financial Statements are not applicable to the Company.


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


No material changes and commitments affecting the financial position of the Company occurred during the Financial Year to which this financial statements relate and the date of report.


Rule 4(1)(iii)(a) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No.G.S.R.111(E) on 16th Feb., 2015, provides that if the company is a listed company or having a net worth of less than Rs. 500 Crore then Company is required to comply with the Indian Accounting Standards (INDAS) w.e.f. 1stApril, 2017. Therefore, the company has complied the same w.e.f. 1st April, 2017 and the Financial

Results for the year have been prepared according to IND -AS after making necessary adjustments as prescribed under Section 133 of the Companies Act, 2013.


The details forming part of the extract of the Annual Return for the year 2017-18 in Form MGT-9 is annexed here with as “Annexure H”.


Pursuant to provision of section 197 (12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the details of Top 10 employees given in the “Annexure I”.

During the year, none of the employees received remuneration in excess of Rs. One Crore Two Lakhs or more per annum or Rs. Eighty Lakhs Fifty Thousand per month for the part of the year. Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS The Company has in place a Familiarization Program for Independent Directors to provide insights into the company to enable the Independent Directors to understand its business in depth and contribute significantly to the company''s success. The Company has devised and adopted a policy on Familiarization Program for Independent Directors and is also available at the company''s website at www.sfil.in and the web link for the policy and details of the Familiarization Program imparted to the Independent Directors during the Financial year at

http ://www. sync omformulations.com/index.php?option = com do cman&task=catview&gid=66&Itemid=105.


In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. CAUTIONARY STATEMENT

The statements made in this Report and Management Discussion and Analysis Report relating to the Company’s objectives, projections, outlook, expectations and others may be “forward looking statements” within the meaning of applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors could make difference to the Company’s operations that may be, due to change in government policies, global market conditions, foreign exchange fluctuations, natural disasters etc.


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

For and on behalf of the Board


Place INDORE Chairman & Whole time


Date : 14th

August, 2018 din 00023050

स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `60.18 Cr की बिकवाली की
  • MARKET CUES : DIIs ने कैश में `425.98 Cr की बिकवाली की
  • MARKET CUES : FIIs ने F&O में `1569.80 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `528.06 Cr की बिकवाली
  • MARKET CUES : इंडेक्स ऑप्शंस में `720.14 Cr की बिकवाली
  • MARKET CUES : स्टॉक फ्यूचर्स में `367.32 Cr की बिकवाली
  • MARKET CUES : स्टॉक ऑप्शंस में `45.72 Cr की खरीदारी
  • MPC MEET ON CREDIT POLICY : आज क्रेडिट पॉलिसी का एलान
  • JEFFERIES ON GODREJ PROPERTIES : Buy रेटिंग, लक्ष्य बढ़ाकर `1,040/Sh
  • HDFC : आज से खुलेगा QIP, फ्लोर प्राइस `1,838.94/Sh

अभी देखें

स्टॉक 20-20




(August 06, 2018)

AT (Rs)






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