MANAGEMENT DISCUSSION AND ANALYSIS To,
The Members of,
Syncom Formulations (India) Limited
The Directors presenting their 35th Annual Report together with the Audited Standalone
and Consolidated Financial Statements of Syncom Formulations (India) Limited (the
Compandor Syncom)for the year ended 31st March, 2023.
HIGHLIGHTS OF PERFORMANCE/STATE OF AFFAIRS
Total income for the year was Rs. 23,925.34 Lakhs as compared to Rs.23165.57
Lakhs in the previous year;
Net sales for the year was Rs. 22464.39 Lakhs as compared to Rs. 21,966.32 Lakhs
in the previous year;
Profit before tax for the year was Rs.2656.65 Lakhs as compared to Rs. 2,617.59
Lakhs in the previous year; and
Profit after tax for the year was Rs. 2007.07 Lakhs as compared to Rs. 1,979.04
Lakhs in the previous year.
Particulars |
Standalone |
Consolidated |
|
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
Revenue from Operations (Net) |
22464.39 |
21,966.32 |
22,425.42 |
21,966.32 |
Other Income |
1460.95 |
1,199.25 |
1,459.99 |
1,199.25 |
Total Income |
23925.34 |
23,165.57 |
23,885.41 |
23,165.57 |
Total Expenditure except Interest and Depreciation |
20,503.07 |
19,962.79 |
20,462.45 |
19,962.79 |
Profit before Interest, Depreciation & Tax (EBIDTA) |
3,422.27 |
3,202.78 |
3,422.96 |
3,202.78 |
Less: Interest |
313.02 |
192.76 |
313.10 |
192.76 |
Less: Depreciation |
453.93 |
394.84 |
453.93 |
394.84 |
Profit before Tax and exceptional item |
2,655.32 |
2,615.18 |
2,655.93 |
2,615.18 |
Less: Exceptional Item |
(1.33) |
(2.41) |
(1.33) |
(2.41) |
Profit before Tax |
2,656.65 |
2,617.59 |
2657.26 |
2617.59 |
Less: (a) Current Tax |
668.25 |
643.09 |
668.86 |
643.09 |
(b) Tax adjustments related to previous year |
(3.41) |
(18.51) |
(3.41) |
(18.51) |
(c) Deferred Tax |
(15.26) |
13.97 |
(15.26) |
13.97 |
Net Profit for the Year |
2,007.07 |
1,979.04 |
2007.07 |
1979.04 |
Add: Other Comprehensive Income |
196.36 |
121.70 |
196.36 |
121.70 |
Total Comprehensive Income |
2,203.43 |
2,100.74 |
2,203.43 |
2,100.74 |
Paid up Equity Share Capital |
9400.00 |
8,624.53 |
9400.00 |
8,624.53 |
EPS (Equity Shares of Rs. 1/- each) |
|
|
|
|
- Basic (in Rs.) |
0.24 |
0.26 |
0.24 |
0.26 |
- Diluted (in Rs.) |
0.24 |
0.24 |
0.24 |
0.24 |
The company has incorporated 3 (three) Wholly-owned subsidiary (WOS) companies during
the year on 21st July, 2022 and 25th July, 2022. Therefore, the previous year consolidated
figure has been taken on a Standalone basis.
DIVIDEND
In view to conserve resources, the Board has not recommended any dividend on Equity
shares for the Financial Year 2022-23. (Previous year 2021-22:dividend @ Rs.0.03 (3.00%)
on the equity share of Rs.1 each)
DIVIDEND DISTRIBUTION POLICY
Your company was categorized as Top 1000 Company by the BSE Ltd., based on the market
capitalization as at 31st March, 2022, therefore as per Regulation 43A of the SEBI (LODR)
Regulations, 2015 (Listing Regulations), the top 1000 listed companies were
required to formulate the dividend distribution policy. Accordingly, the policy was
adopted to set out the parameters and circumstances that will be taken into account by the
Board while determining the distribution of dividend to its shareholders and/or retaining
profits earned by the Company and the company as a good corporate Governance practice has
continued to host the same on the Website of the Company. The policy is available on the
website of the Company at the web link
https://syncomformulations.com/sfil/wp-content/uploads/
2022/12/10Dividend-Distribution-Policy.pdf
SHARE CAPITAL& RESERVES
The paid up Capital of Syncom as on 31st March, 2023 was Rs. 94,00,00,000 divided into
94,00,00,000 equity shares of Rs. 1/- each. During the year under review, Syncom has
neither issued shares with differential voting rights nor granted stock options nor sweat
equity.
CHANGE IN CAPITAL STRUCTURE AND LISTING AT STOCK EXCHANGE
The Company has issued 15,93,47,820 convertible warrants of Rs.
2.53 convertible into 15,93,47,820 equity shares of Rs. 1/- each at a premium of Rs.
1.53 per share within in a period 18(Eighteen) months from the date of issue of such
warrants at the option of the warrant holder to the promoter and promoter group of Syncom
by passing necessary special resolution in the 1/2020-21 Extra Ordinary General Meeting
held on 12th January, 2021 and issued 15,93,47,820 convertible warrants by the Board at
their meeting held on 25th January, 2021 through preferential issue u/s 62(1)(c) of the
Companies Act, 2013 read with Companies (Share Capital and Debentures) Rules, 2014 made
thereunder and as per SeBi (ICDR) Regulations, 2018, as applicable at that time for which
required inprinciple approval was also obtained by the company from BSE Ltd.
Out of the aforesaid warrants 7,75,47,000 convertible warrants outstanding for
conversion into the equity shares of the Company at the option of the Warrant holder as at
31st March, 2022. In the present financial year the company has also converted remaining
7,75,47,000 warrants into 7,75,47,000 equity shares of Rs. 1/- at a premium of Rs.
1.53 per share at the Board meeting held on 28th May, 2022 upon the exercise of option
of the warrant holders and for which necessary listing and the trading approval of the
aforesaid shares was received from the BSE Ltd. Your Board pleased to further inform that,
after closure of the financial year 2022-23,the Company is having paid up share capital of
Rs. 94,00,00,000/- divided into 94,00,00,000 equity shares of Rs. 1/- each and no warrants
are outstanding for conversion.
Change in Capital Structure Summary Table
Financial
Year |
No of warrants issued |
No of shares converted |
No. of Warrants outstanding |
Date of Allotment/ Conversion |
Paid up Capital |
2020-21 |
15,93,47,820 |
0 |
15,93,47,820 |
25.01.2021 |
- |
|
0 |
93,00,000 |
15,00,47,820 |
27.03.2021 |
85,31,53,000 |
2021-22 |
0 |
4,00,00,820 |
11,00,47,000 |
27.08.2021 |
86,24,53,000 |
|
0 |
3,25,00,000 |
7,75,47,000 |
25.02.2022 |
- |
2022-23 |
0 |
7,75,47,000 |
0 |
28.05.2022 |
94,00,00,000 |
Your Board place on record their sincere thanks to all the investors for having
confidence in the management of the Company.
SYNCOM FORMULATIONS (INDIA) LIMITED
LISTING ON NSE PLATFORM
Your Board pleased to inform and appraise that, the Company's Equity Shares are
additionally listed on NSE Platform w.e.f. 18th November, 2022 apart from BSE Platform in
order to provide more liquidity to the stakeholders of the company. Trading Symbol is
SYNCOMF in the NSE.
EXPANSION PLAN
Your Board of Directors at their meeting held on 18th December 2020 has approved the
matter related to expansion of the business activity of the company by increasing the
overall production capacity of Injectable capacity from 200.00 Lakhs to 300.00 Lakhs per
annum and to modernize the Tablet Department within an overall cost of Rs. 4031.50 Lakhs
which was funded by the issuance of fresh share capital to meet the overall cost of the
project. Details related to the expansion plan are submitted to BSE Limited in its
corporate announcements. The details of the expansion project and utilization of the funds
are given in the Corporate Governance Report annexed to the Board Report.
Your directors are pleased to inform you that the Trial Production was started from
30th June, 2023 and commercial production was also commended after successful trial run
the commercial production is expected to be started before end of August, 2023.
CHANGE IN CONTROL AND NATURE OF BUSINESS
There is no change in control and nature of business activities during the period under
review.
TRANSFER TO RESERVES
During the year under review your company does not propose to transfer any amount to
the general reserves or any other reserves. (Previous year: NIL). However, the company has
received security premium amount of Rs. 1,186.47 Lakhs during the year under review
(Previous Year: Rs. 1,109.26 Lakhs) and categorized in capital reserves.
The total accumulated reserves of the Company at the financial year ending 31st March,
2023 were Rs. 16,201.47Lakhs as compared to the previous financial year Rs.
13,597.63Lakhs.
FINANCE
Cash and cash equivalent as at 31stMarch, 2023 was Rs. 82.70 Lakhs as compared to Rs.
30.17 Lakhs in previous year. Syncom continues to focus on proper management of its
working capital, receivables, inventories and other working capital parameters were kept
under strict check through continuous monitoring.
BUSINESS RESPONSIBILITY SUSTAINABILITY REPORT (BRSR)
Pursuant to Regulation 34(2) of the Listing Regulations read with SEBI Circular No.
SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, the Business Responsibility and
Sustainability Reporting (BRSR) describing the initiatives taken by the Company from an
environmental, social and governance perspective forms part of this Annual Report. The
BRSR forms part of the Annual Report and can also be accessed on the Company's website at
the https://syncomformulations.com/sfil/si-business-responsibility-report/
TRANSFER OF THE AMOUNT OF UNPAID DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION &
PROTECTION FUNDS (IEPF)
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 for a continuous period exceeding 7 years are required to be
transferred by the company to the IEPF established by the Government of India. Further,
the shares on which dividend has not been paid or claimed by the shareholders for 7
(seven) consecutive years or more are also required to be transferred to the D-mat account
of the IEPF Authority.
Accordingly, Syncom has transferred the unclaimed and unpaid dividends of Rs.
1,74,631/- and has also transferred corresponding 4,02,685 equity shares of Re. 1/- each
for the F.Y 2014-15 to the IEPF Authority as per the requirement of the IEPF rules.
The details relating to dividend remains unpaid-unclaimed from the year 2015-16 onwards
in the Company have been given in the Corporate Governance Report attached with the annual
report of the Company and also hosted at the website of the Company.
DEPOSITS
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 deposits 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. Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to
the Financial Statements provided in this Annual Report.
The investment and loan made by the company are within the powers of the Board of
directors as specified under the provisions of section 186 the Companies Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT ECONOMIC SCENARIO AND OUTLOOK
The Indian pharmaceutical industry is globally respected and India is the largest
provider of generic drugs globally and the country is known for its affordable vaccines
and generic medications. Indian pharmaceutical industry is currently ranked third in
pharmaceutical production by volume after evolving over time into a thriving industry.
India is also the largest supplier of low cost quality generics drugs and vaccines to the
world. Indian pharmaceutical companies have also carved out a niche in both the Indian and
world market with expertise in reverse engineering new processes for manufacturing of
pharmaceuticals at low cost, which became the advantage for this industry.
The contribution of the pharmaceutical industry to the country's economy is immense.
Apart from large employment generation, either directly or indirectly, this industry also
contributes significantly to the country's GDP. The Indian pharmaceutical industry growth
will be driven by R&D capabilities, cost efficiencies, huge talent pool of scientists
and new opportunities in the emerging global economies. India is home to nearly 3,000
pharmaceutical companies with over 10,500 manufacturing units employing nearly 3 million
people making it one of the largest employer industry in the country.
The Indian pharmaceutical industry is expected to out-perform the global pharmaceutical
industry and emerge as one of the leading pharmaceutical market globally by absolute
value. It is for this reason, India is truly hailed as the pharmacy of the world,
providing essential low cost medicines to countries across the globe.
However, poor public healthcare funding and infrastructure, low per capita consumption
of medicines in emerging economies including India, currency fluctuations, geo-political
conflicts, regulatory issues, government mandated price control, inflation and resultant
all round increase in input costs are a few causes of concern.
During the year under report, there was no change in the nature of Company's business.
SEGMENT WISE OR PRODUCT WISE PERFORMANCE
The following segments are identified by the Company:
1) Manufacturing and dealing in Pharmaceutical Drug & Formulations
2) Trading of Commodities
3) Renting of Properties
The Segment wise performance is given in Note 42 to the Audited Financial Statement.
INDUSTRY STRUCTURE AND OPPORTUNITIES
The pharmaceutical industry is responsible for the research, development, manufacturing
and distribution of medications. The entire world recognized the importance of healthcare
and pharmaceuticals as the world battled the Covid-19 pandemic in the last 3 years. The
pharmaceutical industry product landscape has since changed. New molecules such as cell
and gene-therapy and mRNA have increased in the drug development pipeline. This change is
likely to bring newer technologies, supply chain and unique product life cycle. Now out of
crippling effect of pandemic, the pharmaceutical industry is estimated to grow to about US
$ 2.4 trillion by 2030. Pharmaceutical industry is one of the top performing industries
globally. The new medications are being constantly developed, approved and marketed
resulting in significant market growth. The other market growth drivers for the industry
include the ageing population as seniors use more medicines per capita and rise in the
prevalence and treatment of chronic diseases due to lifestyle changes. On cology,
immunology and neurology are the fastest growing therapy segments. The biologics market is
also growing at a significant rate in the therapy areas such as oncology, diabetes and
auto-immune diseases. Though the pharmaceuticals industry is developing at a rapid pace,
the growth won't come easily for this industry that is heavily influenced by the
healthcare reforms, cost pressure, economic and geo-political fluidity, pricing regime,
increased competition and challenging regulatory landscape with increased scrutiny.
In the preceding year, company has faced various challenges like increased cost of raw
materials, supply chain disturbance, travel restrictions, soaring fuel prices, container
shortage, political disturbances etc. Still the company was able to sustain and support
itself and develop new avenues. The pharmaceutical industry is one of the world's fastest
growing industries and among the biggest contributors to the GDP and employment. The
company is trying to take advantage of this market by investment in a new unit dedicated
to Injectables which will allows us to cater to new geographies and generate better
revenue. Thus we are hoping for a brighter future ahead.
THREATS, RISKS & CONCERNS
Risks are intrinsic to our business as we are operating in a complex, demanding and
changing global landscape. The company does not perceive any extra-ordinary risks or
concerns other than those that are common to the industry such as currency fluctuation,
changing regulatory framework, raw material unavailability, supply chain disruption, cyber
and data security along with dynamic economic and political scenarios.
OCCUPATIONAL HEALTH & SAFETY (OH&S)
This initiative involved and positively engaged all levels of personnel on the plant
and the Company's business. With regard to 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 washrooms with bathing facilities, rest rooms,
availability of drinking water, Canteen 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'.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER
OF PEOPLE EMPLOYED
Syncom has always acknowledged importance of its human capital and fundamental sources
of its success. Many initiatives have been taken to support business through
organizational efficiency, process change support and various employee engagement
programmers' which has helped the Organization achieve higher productivity levels. A
significant effort has also been undertaken to develop leadership as well as technical/
functional capabilities in order to meet future talent requirement.
Syncom's HR processes such as hiring and on-boarding, fair transparent online
performance evaluation and talent management process, state-of-the-art workmen development
process, and market aligned policies have been seen as benchmark practices in the
Industry. During the year under review, the following Human Resources initiatives received
greater focus:
Quality: Talent with respect to the competence and compatibility
according to the need of the company and focus to improve the same with correct knowledge
for the benefits of both the parties.
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.
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.
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.
DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS
Details of Significant Changes in the Key Financial Ratio are provided in Note 50 of
the Financial Statement. Further, Return on Net worth for the current year is 8.61
(previous year was9.45) and the reason for such change is increase in net worth is due to
increase in paid up share capital, etc.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. Statement showing the number of
complaints filed and the number of complaints pending as on the end of the financial year
is shown as under: -
Category |
No. of complaints pending at the beginning of F.Y. 2022-23 |
No. of complaints filed during the F.Y. 2022-23 |
No. of complaints pending as at the end of F.Y. 2022-23 |
Sexual
Harassment |
Nil |
Nil |
Nil |
The management of Syncom endeavor efforts to provide safe environment for the female
employees of the company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In view of the profit of Syncom during immediately three financial years, Syncomis
required to undertake Corporate Social Responsibility (CSR) activities during the year
2022-23 as per 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 activities in the
areas of Education and Health as covered in the Schedule VII of the Companies Act, 2013.
The Annual Report on CSR activities is annexed herewith as Annexure- A"
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.
RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY
Syncom has in place a mechanism to identify, assess, monitor and mitigate various risks
to key business objectives. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. These are
discussed at the meetings of the Audit Committee and the Board of Directors of Syncom.
Syncom has an Internal Control System, commensurate with the size, scale and complexity
of its operations. To maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee of the Board. Based on the report
of internal audit function, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant audit observations and corrective
actions thereon are presented to the Audit Committee of the Board.
Further, the Board of Syncom has formulated a Risk Management Policy as required under
SEBI Listing Regulations and the copy of the same is available at the website of the
Company at www.sfil.in
VIGIL MECHANISM/WHISTLE BLOWER POLICY
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 the 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.
SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:
During the year your Company hasincorporated3 (three) wholly owned subsidiary companies
namely;
Name of the Company |
Status |
% ag e of Holding |
Synmex Pharma Private Limited |
Wholly Owned Subsidiary |
100.00% |
Vincit Biotech International Private Limited |
|
|
Sante Biotech Private Limited |
|
|
Further Form AOC-1" for the financial year 2022-23 is attached
herewith as Annexure-C".
CONSOLIDATED FINANCIAL STATEMENTS
During the year, the Company has incorporated 3 (three) wholly owned subsidiary,
therefore the Company also submits the Consolidated Financial Statements for the financial
year 2022-23.
PROVISION OF VOTING BY ELECTRONIC MEANS:
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 are being given with the notice of the
Meeting.
BOARD OF DIRECTORS, KMPs AND MEETINGS OF THE BOARD Declaration of Independency by
Independent Directors
The Company has 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 Regulation 16(1 )(b) 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 and all the Independent Directors have registered
themselves with the Directors database maintained with IICA.
Your Board would further like to inform that, the second term of Shri Vinod Kumar
Kabra, Shri Krishna Das Neema and Shri Praveen Jindal the Independent Directors would
expire on 31st March, 2024 and they will be retired from the board of the company w.e.f.,
31st March, 2024.
Appointment/re-appointment of Director during the period under review:
During the period under review, the company has appointed/re- appointed following
Directors of the company:-
1) As per the market capitalization of BSE Ltd. as on 31st March, 2022 the company is
falling under the category of Top 1000 Listed Companies and as per the provisions of
Regulation 17 of SEBI (LODR) Regulations, 2015, the company had made appointment of an
Independent Woman Director Mrs. Ruchi Jindal (DIN: 09633465) in the Board to fulfill the
requirement of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015
w.e.f. 28th June, 2022 and the members have confirm her appointment in the 34th Annual
General Meeting held on 19th September, 2022.
2) Re-appointment of Mrs. Rinki Bankda as the Whole-time Director of the company w.e.f.
15th Nov., 2022.
The Board is of the opinion that, Mrs. Ruchi Jindal is a Qualified Chartered Accountant
and is having experience of more than 5 years and has managed the Finance, Accounts and
Internal Management in Baidyanath Group of companies and is having integrity, expertise
and relevant experience to be appointed as the Independent Director of the company.
After closure of the financial year, On the recommendation of the Nomination and
Remuneration Committee the board has appointed 2 (two) Additional Director in the capacity
of Non-Executive Independent Directors i.e. Shri Ritesh Kumar Lunkad (DIN: 10275445) and
Shri Ankit Jain (DIN: 05341403) in the Board Meeting held on 14th August, 2023 for first
term of 5 (Five) consecutive years and they shall not be liable to retire by rotation,
subject to the confirmation of the members in the ensuing 35th Annual General Meeting as
set out in the Notice of the AGM.
Directors seeking re-appointment/appointment in the ensuing General Meeting.
In the ensuing Annual General Meeting, your directors are proposing the
re-appointment/confirmation of the following Directors:- 1) Shri Kedarmal Shankarlal
Bankda (DIN: 00023050) is proposed for retire by rotation and offer himself for
re-appointment in the ensuing general meeting.
2) Shri Ritesh Kumar Lunkad (DIN: 10275445) the Additional Director under the category
of Non Executive Independent Director, who was appointed upon recommendation of the
Nomination & Remuneration Committee, subject to the approval of members by special
resolution at the forth coming 35th Annual General Meeting, to hold office for a term of 5
(Five) years w.e.f. 14th August, 2023 your Board recommend to pass necessary special
resolution as set out in the notice of the 35thAnnual General Meeting. He is not liable to
retire by rotation.
3) Shri Ankit Jain (DIN: 05341403) being the Additional Director under the category of
Non Executive Independent Director, who was appointed upon recommendation of the
Nomination & Remuneration Committee, subject to the approval of members by special
resolution at the forth coming 35th Annual General Meeting to hold office for a term of 5
(Five) years w.e.f. 14th August, 2023 your Board recommend to pass necessary special
resolution as set out in the notice of the 35th Annual General Meeting. He is not liable
to retire by rotation.
Key Managerial Personnel's
SYNCOM is having 5(Five) Key Managerial Personnel's viz. Shri Kedarmal Shankarlal
Bankda, Chairman & Whole-time Director; Shri Vijay Shankarlal Bankda, Managing
Director; Smt. Rinki Ankit Bankda, Whole-time Director; Shri Ankit Kedarmal Bankda, Chief
Financial Officer and CS Vaishali Agrawal, Company Secretary and Compliance Officer are
functioning as the Key Managerial Personnel's under section 203 of the Companies Act,
2013.
Change in the Key Managerial Personnel's
There were no changes in the Key Managerial Personnel during the year. However, after
the closure of the year CS Prachi Jain, Company Secretary & Compliance Officer and KMP
had resigned w.e.f. 2nd May, 2023 and CS Vaishali Agrawal was appointed as the Company
Secretary & Compliance Officer and KMP of the Company w.e.f. 3rd May, 2023.
Composition of the Board
SYNCOM is having total 7(Seven) directors in the Board including 4(Four) independent
directors including 1(One) Woman Independent Director and is in compliance of the
requirement of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as applicable
to the Company. Shri Kedarmal Shankarlal Bankda is the Promoter and executive Chairman of
the Board. However, the Company has also appointed (2) two new independent directors, thus
as on the date of the Board Report the Company is having total 9 (nine) directors out of
them 6 directors are having status of independent directors. The Composition of the Board
is in accordance with the requirement of the Listing Regulations as well as under the
provisions of the Companies Act, 2013.
Number of meetings of the Board and Committees
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. Meetings of the Board and Committee 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/members
to take an informed decision.
The Board met 7(Seven) times in financial year 2022-23 viz., on 21st April, 2022; 18th
May, 2022; 28th May, 2022; 28th June, 2022; 13th August, 2022; 14th November, 2022; and
13th February,2023. 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, Shri Vinod Kumar
Kabra, Smt. Ruchi Jindal, Shri Ritesh Kumar Lunkad and Shri Ankit Jain 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
identifying 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.in and 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.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c)of the Companies Act, 2013:
a. that in the preparation of the annual financial statements for the year ended 31st
March, 2023, 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 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 31st March, 2023 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.
COMMITTEES OF THE BOARD
During the year under review, the Board has the 7 (Seven) 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;
(f) Corporate Compliance Committee;
(g) Internal Complaint Committee on the Sexual Harassment of women at work place.
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.
Risk Management Committee is dissolved from 29 th May, 2023, since the company has
eliminated from the criteria of the TOP 1000 Company as per the market Capitalization as
on 31st March, 2023.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered 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 Omnibus Approval and also reviewed the same periodically also the Board
for their consideration on a quarterly basis.
The Company has formulated 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.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
SEBI has issued an Order No. WTM/GM/EFD/1/2018-19 dated 2nd April, 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 22ndJanuary, 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 SEBI has further issued showcause Notice on 29th March, 2019 for initiation of
inquiry under Rule 4 of Adjudication Rules 1995 read with Section 15I of the SEBI Act and
Rule 4 of Adjudication Rules, 2005 read with section 231 of SCRA etc. for imposing
penalty. The Company has filed an appeal before the SAT vide Case No. 181 of 2018 against
the order dated 2ndApril, 2018 issued by SEBI. The SEBI (SAT) have partially allowed the
relief prayed by the order dated 27th September, 2019.
In continuation of the said matter, the Adjudicating Officer of SEBI has vide order No.
Order/GR/BM/2022-23/19920-20003 dated 30th September, 2022 imposed penalty of Rs.
1,00,000/- on the company which was paid within the stipulated time and the
matter/proceedings is closed.
AUDITORS
Statutory Auditors& their report
The Shareholders at their 34th Annual General Meeting(AGM) held on 19th September, 2022
had approved there-appointment of M/s Sanjay Mehta & Associates, Chartered Accountant
(F.R.N.011524C), Indore as Statutory Auditors to hold office for the period of second
consecutive term of 5(five)years from the conclusion of 34th AGM till the conclusion of
39th Annual General Meeting to be held in the year 2027.
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 with this Annual Report.
Cost Audit and Records
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 & Co. Cost
Accountants to audit the cost accounts of the Company for the financial year 2023-24 on a
remuneration of Rs. 35,000/-plus GSTas 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 in the Notice convening the 35th Annual General Meeting and recommend passing the
resolution.
Your Company has filed the Cost Audit Report for the year 2021-22 to the Central
Government on 01/11/2022 which was self-explanatory and needs no comments.
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 (Firm Reg. No.
I1995MP067500) to under take 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 and Comments of the Board is provided as
under :
Sr. Observation of No. Secretarial Auditor |
Comments of the Management |
The company was required to take the insurance policy as required 1
under the said SEBI Circular, however, said policy was not obtained by the Company. |
The risk category of the Policy is not defined by the Insurance
Service Providers. Once the product category will list we will take aforesaid policy. |
The company was required to take the insurance policy as the company
was categorized under top 1000 companies based on market capitalization for the year ended
31st March, 2022, but the said policy was not obtained. |
The said non-compliance was done inadvertently and without any
malafide intention. However, now the Company is not falling into the category of Top 1000
Company. Therefore, it's not required at present. |
Company has not disclosed the dates of the meeting of Risk 3
Management Committee held on 13.02.2023 and 02.03.2023 in CG Report filed for the quarter
31.03.2023. |
The said non-compliance was done inadvertently and without any
malafide intention. The company will take due care of the necessary compliances in future. |
The company was required to file 4 certain forms at the portal of ROC
which was not filed by the company |
The said forms were not filed due to non-functional of V3 portal of
MCA. |
Disclosure of frauds against the Company:
There were no instances for reportable fraud to the Central Government as covered under
section 134(5)(e) 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 2022-23.
CORPORATE GOVERNANCE
The report on Corporate Governance as stipulated under regulation 34(3) read with
Schedule V of the SEBI (lOdR) Regulations, 2015 along with the requisite certificate from
the Statutory Auditor of the Company confirming compliance with the conditions of the
corporate governance is appended and forms a part of this report along with the
Certificate of Disqualification of Directors received from Practicing Company Secretary as
the Annexure 1 and 2 of the Corporate Governance Report.
MD & CFO certification
Certificate obtained from Shri Vijay Shankarlal 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 29th May, 2023.A copy of the certificate on the financial statements for
the financial year ended 31stMarch, 2023 is annexed along with this Report as
"Annexure-E".
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts)Rules, 2014, is annexed here with as Annexure-F.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL STATUS OF THE COMPANY
No material changes and commitments affecting the financial position of the Company
occurred during the Financial Year to which these financial statements relate and the date
of report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copy
of the Annual Return of the Company prepared in accordance with Section 92(1) of the
Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration)
Rules, 2014 is placed on the website of the Company at www.sfil.in.
RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION AND
PARTICULARS OF EMPLOYEES.
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-G.
During the year, none of the employees received remuneration in excess of Rs. One Crore
Two Lakhs or more per annum or Rs. Eight 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.
Further, there were no employee who is drawing remuneration more than the Managing
Director and Whole-time Director of the company.
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.inand the web link for the policy and
details of the Familiarization Program imparted to the Independent Directors during the
financial year at www.sfil.in.
PREVENTION OF INSIDER TRADING
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.
GREEN INITIATIVE
Your Company has adopted green initiative to minimize the impact on the environment.
The Company has been circulating the copy of Annual Report in electronic format to all
those members whose email addresses are available with the Company. Your Company appeals
other Members also to register themselves for receiving Annual Report in electronic form.
GENERAL:
Your Directors state that during the year under review:
a) The Company has not issued shares (including sweat equity shares) to employees of
the Company under any scheme.
b) Neither the Managing Director nor the Whole-time Director receive any remuneration
or commission from its subsidiary.
c) The Company has complied with the applicable Secretarial Standards under the
Companies Act, 2013.
d) There have been no material changes and commitments affecting the financial position
of the Company which have occurred between financial year ended on 31st March, 2023, to
which the financial statements relate and the date of this report.
e) Details of unclaimed dividends and equity shares transferred to the Investor
Education and Protection Fund authority have been provided as part of the Corporate
Governance report.
f) Your Company has not declared and approved any Corporate Action viz buy back of
securities, mergers and de-mergers, split and issue of any securities and has not failed
to implement or complete the Corporate Action within prescribed timelines. However, the
company has declared and paid dividend during the period under review in compliance with
the applicable laws of the Companies Act, 2013.
g) There were no revisions in the Financial Statement and Board's Report.
h) The company has not filed any application or there is no application
or proceeding pending against the company under the Insolvency and Bankruptcy Code,
2016 during the year under review.
i) There is no requirement to conduct the valuation by the Bank and Valuation done at
the time of one-time Settlement during the period under review.
j) There are no voting rights exercise by any employee of the Company pursuant to
section 67(3) read with the Rule 16 of the Companies (Share Capital and Debenture) Rules,
2014.
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.
ACKNOWLEDGEMENTS
Your Directors thank 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 |
KEDARMALSHANKARLALBANKDA |
Date: 14th August, 2023 |
Chairman & Whole-time Director DIN:00023050 |
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