[(Disclosure under Section 134(3) of the Companies Act, 2013) {Read With Companies
(Accounts) Rules, 2014}]
To the Members,
The Board of Directors and the Resolution professional have pleasure in presenting the
Eighteenth Annual Report and the Audited Financial Statements of the Company for the
financial year ended 31st March, 2020.
1. Financial Highlights:
Financial Results of the Company for the year under review along with the figures for
the previous year are as follows: (Rs. in Lacs)
| Particulars |
Year Ended |
Year Ended |
|
31/03/2020 |
31/03/2019 |
| Revenue from Operations |
1996.74 |
6412.41 |
| Other Income |
25.95 |
27.58 |
| Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense |
(159.81) |
(155.8) |
| Less: Depreciation/ Amortisation/ Impairment/ Finance Cost |
(1015.09) |
(985.97) |
| Profit /loss before Tax Expense |
(1171.89) |
(1141.77) |
| Less: Tax Expense (Current & Deferred) |
0 |
0 |
| Profit /loss for the year |
(1171.89) |
(1141.77) |
| Other Comprehensive Income/loss |
20.67 |
4.38 |
| Profit /loss for the year |
(1151.22) |
(1137.39) |
2. Operations:
The total sales of the Company for the financial year ended on 31st March,
2020 were Rs. 1196.74 Lakhs as against Rs. 6412.41 Lakhs during the last financial year
ended on 31st March, 2020. Similarly the net Profit/ Loss before tax during the
year were Rs. 1171.89 Lakhs Loss as against Rs. 1141.77 Lakhs Loss in the previous year.
3. Dividend:
In the absence of profit, no dividend was declared during the financial year 2019-2020.
4. Reserves:
The Board of Directors of your Company has decided not to transfer any amount to the
Reserves for the year under review.
5. Change in the nature of business, if any:
There was no change in nature of business.
6. Material Changes and Commitments, if any, Affecting the Financial Position of the
Company which have Occurred between the end of the Financial Year of the Company to which
the Financial Statements relate and the date of the Report:
There have been no material changes and commitments, which affect the financial
position of the company which have occurred between the end of the financial year to which
the financial statements relate and the date of this Report.
7. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future:
There were no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future.
8. Details of Subsidiary/ Joint Ventures/ Associate Companies:
The Company has no Subsidiary/Joint Ventures/ Associate Company.
9. Auditors:
a) Statutory Auditor and their Report
M/s. Bhatter and Company (proprietary Firm) having Firm Registration no: 131092W were
appointed as the Statutory Auditors of the Company to hold office till the conclusion of
18th Annual General Meeting of the Company on such remuneration as may be
decided by the board. The resolution Professional recommend their appointment for the next
financial year till the conclusion of 19th Annual General Meeting.
b) Secretarial Auditor and their Audit Report
M/s. Sindhu Nair & Associates Practicing Company Secretary, were appointed as
Secretarial Auditors of the Company for the financial year 2019-20 pursuant to Section 204
of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the
prescribed form MR- 3 is attached as `Annexure 4` and forms part of this report.
The observations of the Secretarial Auditors in the Report issued by them for the
financial year 2018-19 are self-explanatory and does not require any further explanation
from the Board of Directors.
c) Cost Auditor and their Report
As per Section 148 of the Companies Act, 2013 read with Rules framed thereunder M/s M.
Goyal & Co., Cost Accountants, (Firm`s Membership No. 000051) were re-appointed as
Cost Auditors for the financial year 2019-20 to conduct cost audit of the accounts
maintained by the Company in respect of the various products prescribed under the
applicable Cost Audit Rules. The requisite resolution for ratification of remuneration of
Cost Auditors by members of the Company has been set out in the Notice of ensuing annual
general meeting. They have also been appointed as Cost Auditors for financial year 2020-21
by the Resolution Professional, upon recommendation of Audit Committee, to conduct cost
audit of the accounts maintained by the Company in respect of the various products
prescribed under the applicable Cost Audit Rules. The Cost Audit Report for the financial
year 2019-20, issued by M/s M. Goyal& Co., Cost Accountants, Cost Auditors, in respect
of the in respect of the various products prescribed under Cost Audit Rules was filed with
the Ministry of Corporate Affairs (MCA).
10. Extract of the Annual Return:
In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the
Annual Return in Form MGT 9 is appended as Annexure 2 of the Board's Report.
11. Conservation of energy, technology absorption and foreign exchange earnings and
outgo:
(A) Conservation of energy
| Particulars |
|
| i. The steps taken or impact on conservation of energy; |
All efforts are made to conserve and optimize use of energy with
continuous monitoring, improvement in maintenance and distribution systems and through
improved operational techniques. |
| ii. The steps taken by the company for utilizing alternate sources of energy; |
NA |
|
| iii. The capital investment on energy conservation equipment's |
Nil |
Nil |
| Technology absorption |
|
|
| (i) The efforts made towards technology absorption |
Updation of in-house Technology is a Continuous process, absorption
implemented in our Industry & Technology developed by R & D department is fully
absorbed for development in the existing product and new models as per requirement by our
company's R & D. |
|
|
|
|
|
|
|
|
| (ii) The benefits derived like product improvement, cost reduction, product
development or import substitution |
The Company has been able to successfully indigenize the tooling to a
large extent. Increased efficiency, better performance and wider product range. |
|
|
|
|
| (iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year |
|
NIL |
| (a) the details of technology imported |
|
NA |
| (b) the year of import |
|
NA |
| (c) whether the technology been fully absorbed |
|
NA |
| (d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof; and |
|
NA |
| (iv) The expenditure incurred on Research and Development |
NIL |
NIL |
| 2018-19 |
|
2019-20 |
2018-19 |
| (i) |
The Foreign Exchange earned in terms of actual inflows during the year; |
1042699 |
22060332 |
| (ii) |
The Foreign Exchange outgo during the year in terms of actual outflows. |
- |
- |
12. Directors And Key Managerial Personnel:
The Board of Directors got suspended vide NCLT order dated August 14, 2019 and pursuant
to Section 17 of the IBC, the powers of the Board of Directors of the Company stood
suspended, and such powers were vested with the Interim Resolution Professional, Mr.
Jagdish Parulkar (IP Registration No. [IBBI/IPA-001/IP-P00671/2017-18/11143]).
Subsequently, the committee of creditors (“CoC”) of the Corporate Debtor,
pursuant to the meeting held on March 27, 2020 and in terms of Section 27 (3)(b) of the
Code, resolved, with 100% voting share, to replace the existing Interim Resolution
Professional with Mr. Mangesh Vitthal Kekre as the Resolution Professional
(“RP”) for the Corporate Debtor. Accordingly, Mr. Mangesh Vitthal Kekre in his
capacity as RP took control and custody of the management and operations of the Company
from 08 June, 2020. Consequently, all actions that are deemed to be taken by the Board of
Directors have been be given effect to by the RP during the continuance of the CIRP as per
the provisions of the IBC. In view thereof, the 18th Annual General Meeting (AGM) of the
Members of the Company is being convened by the RP. Presently, the Suspended Board
comprises of two Executive Directors, all the Independent Directors tenure has expired and
they have showed their unwillingness to continue with the company. Chief Financial Officer
and the Company Secretary continue to remain with the Company.
13. Share Capital:
During the period under review, there were no changes in the capital structure of the
Company. The Authorised Capital of the Company Stands at 31st March 2020 is Rs.
40,00,00,000 divided into 4,00,00,000 equity shares of Rs.10. The issued and Subscribed of
the Company is Rs. 40,00,00,000 divided into 4,00,00,000 equity shares of Rs.10.
14. Details of Committee of the Board:
At present, the Board has following Three (3) Committees: Audit Committee, Nomination
and Remuneration Committee, Stakeholders' Relationship Committee, Currently, as the
Company is under CIRP, Management and control of the Company is taken care of by
Resolution Professional Mr. Mangesh Kekre.
15. Vigil Mechanism:
In line with the requirements under Section 177(9) and (10) of the Companies Act, 2013
and regulation 22 of the Listing Regulations, your Company has established vigil mechanism
by framing a Whistle Blower Policy to deal with instance of fraud and mismanagement, if
any. The Vigil Mechanism framework ensures that strict confidentiality is maintained
whilst dealing with concerns and also that no discrimination shall be meted out to any
person for a genuinely raised concern. The designated officer/ Audit Committee Chairman
can be directly contacted to report any suspected or confirmed incident of fraud/
misconduct.
16. Board Meetings:
The Board met Four(4) times during the financial year under review on 01st
April, 2019, 30th May, 2019, 17th June, 2019, 14th
August, 2019. The maximum time gap between any consecutive meetings did not exceed 120
days. Thereafter the Board could not have the meetings as the Board got suspended by the
order of the Hon'ble NCLT.
Meetings of the Interim Resolution Professional/ Resolution Professional:
After taking over the management and company operations, the Resolution Professional
met 3(Three) times during the financial year 23rd August, 2019, 14th
November, 2019 and 14th February, 2020.
17. Particulars of loans, guarantees or investments under section 186:
During the year under review, the Company has not provided any loans, made investments,
given guarantees or subscribed/purchased securities under Section 186 of the Companies
Act, 2013.
18. Particulars of contracts or arrangements with Related Party:
The Company, during the year, has not entered into any transaction, as specified under
section 188(1) of the Companies Act, 2013, with related parties which are not on arms'
length basis or are on arms' length basis and material in nature. Accordingly, the
disclosure of Related Party Transactions to be provided under section 134(3) (h) of the
Companies Act, 2013, in Form AOC 2 is not applicable.
19. Directors' Responsibility Statement:
As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013, your Directors subscribe to the Directors Responsibility Statement and state that:
a) In preparation of the annual accounts, the applicable accounting standards had been
followed and there are no material departures from them;
b) 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
loss of the Company for that period;
c) 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;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors had laid down internal financial controls to be followed by the
Company & that such internal financial controls are adequate and were operating
effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
20. Particulars of employees:
The information required under Section 197(12) of the Companies Act, 2013 read with
Companies (Appointment and Remuneration) Rules, 2014 and forming part of the Directors'
Report for the year ended 31st March 2020 is given in a separate Annexure 5.
None of the employees listed in the said Annexure is a relative of any Director of the
Company. None of the employees hold (by himself or along with his spouse and dependent
children) more than two percent of the equity shares of the Company. Disclosure as
required under Rule 5(2) Companies (Appointment and Remuneration) Rules, 2014 do not apply
to company since none of the employees employed either throughout the year or for a part
of the year was in receipt of the remuneration of more the sixty lacs p.a. or Five Lacs
per month as the case may be.
21. Corporate Governance:
The Company is adhering to good corporate governance practices in every sphere of its
operations. The Company has taken adequate steps to comply with the applicable provisions
of Corporate Governance as stipulated under the Listing Regulations. A separate report on
Corporate Governance is enclosed as a part of this Report as an Annexure 6 along with the
Certificate on Corporate Governance received pursuant to Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 for the period from 1st
April 2019 up to 31st March 2020 from the Practicing Company Secretaries, M/s.
Sindhu Nair & Associates as an Annexure 7.
22. Management Discussion and Analysis Report:
Management Discussion and Analysis Report for the financial year under review as
stipulated in Regulation 34 read with part B of Schedule V of Listing Regulations entered
into with the Stock Exchanges is set out in a separate section forming part of Director
Report as Annexure 8.
23. Corporate Social Responsibility (CSR):
In line with the new provisions of the Companies Act, 2013 and the rules framed there
under with respect to the Corporate Social Responsibility (CSR), your company is not
governed by the provisions of Section 135 of the Companies Act, 2013 and Companies
(Corporate Social Responsibility Policy) Rules, 2014. So, the Company is not required to
formulate a policy on CSR and also has not constituted a CSR Committee.
24. Internal Financial Control System and their Adequacy:
Adequate internal controls, systems, and checks are in place, commensurate with the
size of the Company and the nature of its business. The management exercises financial
control on the operations through a well-defined budget monitoring process and other
standard operating procedures.
25. Risk Management Policy:
There is a continuous process for identifying, evaluating and managing significant
risks faced through a risk management process designed to identify the key risks facing
business. Risks would include significant weakening in demand from core-end markets,
inflation uncertainties and any adverse regulatory developments, etc. During the year a
risk analysis and assessment was conducted and no major risks were noticed.
26. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013:
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 read with Rule 14, the internal committee constituted
under the said act has confirmed that no complaint/case has been filed with the Company
during the year.
27. Other Disclosures / Reporting:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
a) Details relating to deposits covered under Chapter V of the Act. b) Issue of equity
shares with differential rights as to dividend, voting or otherwise.
c) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
d) Details of payment of remuneration or commission to Managing Director or Joint
Managing Director of the Company from any of its subsidiaries as the Company does not have
any Subsidiaries/Joint Venture/Associate Company.
e) Voting rights which are not directly exercised by the employees in respect of shares
for the subscription/ purchase of which loan was given by the Company (as there is no
scheme pursuant to which such persons can beneficially hold shares as envisaged under
section 67(3)(c) of the Companies Act, 2013).
28. Acknowledgement:
Your Directors wish to place on record their appreciation for the co-operation extended
by all the employees, Bankers, Financial Institutions, various State and Central
Government authorities and stakeholders.
For Syncom Healthcare Limited
Under Corporate Insolvency Resolution Process
Ajay Shankarlal Bankda
Managing Director DIN: 00013796
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