Directors Report of Syncom Formulation (India) Ltd.

Mar 31, 2025

The Directors presenting their 37th Annual Report on the affairs of the Company together with the Standalone and Consolidated Audited Financial
Statements for the Financial Year ended 31st March, 2025 of Syncom Formulations (India) Limited(“the Company”or “Syncom”).

Highlights of Performance/State of Affairs on Standalone Basis

• Total income for the year was Rs. 48,004.05 Lakhs as compared to Rs. 27,146.02 Lakhs in the previous year;

• Net sales for the year was Rs. 46,284.93 Lakhs as compared to Rs. 25,835.96 Lakhs in the previous year;

• Profit before tax for the year was Rs. 6,465.82 Lakhs as compared to Rs. 3,176.00 Lakhs in the previous year; and

• Profit after tax for the year was Rs. 4,887.18 Lakhs as compared to Rs. 2,362.32 Lakhs in the previous year.

Financial Results (Rs. In Lakhs except EPS)

Particulars		Standalone		Consolidated
		31.03.2025	31.03.2024	31.03.2025	31.03.2024
Revenue from Operations (Net)		46,284.93	25,835.96	46,501.26	26,338.71
Other Income		1,719.12	1,310.06	1,743.40	1,352.59
Total Income		48,004.05	27,146.02	48,244.66	27,691.30
Total Expenditure except Interest and Depreciation		40,934.4	23,050.53	41,088.09	23,373.97
Profit before Interest, Depreciation & Tax (EBIDTA)		7069.65	4095.49	7156.57	4317.33
Less : Interest		85.02	444.87	86.49	447.41
Less: Depreciation		519.39	472.23	519.39	472.23
Profit before Tax and exceptional item		6,465.24	3178.39	6,550.69	3397.69
Less : Exceptional Item		0.58	(2.39)	0.58	(2.39)
Profit before Tax		6,465.82	3,176.00	6,551.27	3,395.30
Less : (a) Current Tax		1,471.46	755.07	1,493.35	805.27
(b) Tax adjustments related PY		(26.20)	(3.18)	(18.92)	(3.18)
(c) Deferred Tax		133.38	55.43	133.38	(55.43)
Net Profit After Tax for the Year		4,887.18	2,362.32	4,943.46	2,531.42
Add : Other Comprehensive Income		458.02	681.39	458.02	681.39
Net Profit Including Comprehensive Income		5,345.20	3,043.71	5,401.48	3,212.81
Paid up Equity Share Capital		9,400.00	9,400.00	9,400.00	9,400.00
EPS (Equity Shares of Re. 1/- each) - Basic (in Rs.)		0.57	0.32	0.57	0.34
- Diluted (in Rs.)		0.57	0.32	0.57	0.34

Dividend

In view to conserve resources, the Board has not recommended any dividend on Equity shares for the Financial Year 2024-25. (Previous year 2023-
24:NIL)

Dividend Distribution Policy

Your company was categorized among the Top 1000 Listed Companies by BSE Ltd., based on the market capitalization as at 31st March, 2023. In
compliance with Regulation 43A of the SEBI (LODR) Regulations, 2015 (“Listing Regulations”), the top 1000 listed companies are required to formulate
the Dividend Distribution Policy. Accordingly, the Company adopted such a policy to outline the parameters and circumstances that board of Directors will
consider while determining the distribution of dividend to shareholders and/or retaining profits earned by the Company. As a part of its commitments to
good corporate Governance practice, the company has continued to host this policy on the Website of the Company. The policy is available on the website
of the Company at the web link https://svncomformulations.com/sfil/wp-content/uploads/2022/12/10Dividend-Distribution-Policv.pdf

Share Capital

The paid up Capital of Syncom as on 31st March, 2025 was Rs. 94,00,00,000 divided into 94,00,00,000 equity shares of Re. 1/- each and the entire
existing equity shares of the company is listed with BSE Ltd and National Stock Exchange of India Ltd. During the year under review, Syncom has neither
issued shares with differential voting rights nor granted stock options nor sweat equity.

Change in the Capital Structure and Listing at the Stock Exchanges

During the year under review there was no change in the capital structure of the Company, and no further listing of shares was required on any stock
Exchange.

Alteration in Memorandum and Articles of Association of the Company
Alteration of the Memorandum of Association:

Subject to approval of members in the ensuing General Meeting, the Board of directors at their meeting held on 8th August, 2025 has approved the matter
related to alteration of the Memorandum of Association of the company by substituting Clause MI(A)(2) with the entire new Clause MI(A)(2) related to power
generation and insertion of new clause III(A)(6) and III(A)(7) related to manufacturing and trading of nutraceuticals, dietary supplements, health
supplements, functional foods, herbal and ayurvedic preparations, vitamins, minerals, proteins, antioxidants, natural extracts, organic and wellness
products, and all related healthcare and nutrition-based goods and Real Estate Business respectively. Details of the same is already provided in the
Notice of Annual General Meeting.

Alteration of the Articles of Association:

Subject to approval of members in the ensuing General Meeting, the Board of directors at their meeting held on 8th August, 2025 has approved the matter
related to alteration of the Articles of Association of the company by insertion of certain clauses related as required by Madhya Pradesh Power
Transmission Company Limited (MPPTCL) and authoring the Board to issue Sweat Equity Shares and ESOPS and authority to waive the rights to obtain
dividend from the Company, etc.. Details of the same are already provided in the Notice of Annual General Meeting.

Change in Control and Nature of Business

There is no change in control and nature of business activities during the period under review.

Business Transfer

There is no transfer of business 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).The Company is having reserves and surplus of Rs. 24590.38 Lakhs (PY Rs. 19245.18 Lakhs)

Finance

Cash and cash equivalent as at 31s tMarch, 2025 was Rs. 69.23 Lakhs as compared to Rs.6335.05 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)(f) of the SEBI Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November
11,2024, 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://svncomformulations.com/sfil/si-business-responsibilitv-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 consecutive years are required to be transferred by the company to the IEPF Authority
established by the Government of India. Further, the shares on which dividend has not been paid or claimed by the resulting 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.3,59,089.86 and has also transferred corresponding resulting 5,25,538
equity shares of Re.1/- each for the F.Y. 2016-17 to the IEPF Authority as per the requirement of the IEPF rules.

The details relating to dividend remains unpaid-unclaimed for the year 2021-22in 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

Your Company has not accepted any deposit from the public falling within the ambit of section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 and there were no remaining unpaid or unclaimed deposits as on 31st March, 2025. Further, the Company has not
accepted any deposit or loans in contravention of the provisions of Chapter V of the Companies Act, 2013 and the Rules made there under.

S. No.	Particulars	Amt in Rs.
1.	Details of Deposits accepted during the year	Nil
2.	Deposits remaining unpaid or unclaimed at the end of the year	Nil
3.	Default in repayment of deposits, At the beginning of the year Maximum during the year, At the end of the year	N.A.
4.	Deposits not in compliance with law	N.A.
5.	NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed	N.A.

There is no deposit which is not in compliance with the requirements of Chapter V of the Companies Act, 2013 and rules made there under.

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 loans 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 and are given in the notes to the Financial Statements provided in this Annual Report.

Management Discussion and Analysis Report
Global economic overview

The heavy increase in tariffs and penalty announced by the US in July/August, 2025 the resulting for export in US market may be highly disappointed and
may have adverse effect on the export front of the Company. Morever in global trade have caused widespread economic uncertainty, impacting the
outlook. Global headline inflation is expected to decline at a pace that is slightly slower than what was expected in January, reaching 4.3% in 2025 and
3.6% in 2026.

In 2024, global medicine spending continued its upward trajectory, reflecting a growing demand for chronic care, specialty treatments and innovative
therapies. Total pharmaceutical spending remains on course to exceed US$ 2.3 Trillion by 2028, supported by a projected CAGR of 5-8%. While volume
growth plateaued in 2023, it is expected to grow at an average rate of 2.3% through 2028, driven by emerging markets such as China, India, Southeast
Asia and Latin America. These regions are poised to drive the next phase of global demand, in contrast to mature markets such as North America,
Western Europe and Japan, where per capita consumption levels are already high and future growth is expected to moderate.

Indian Economic Overview

India remained the world’s fastest growing major economy in FY2024-25, supported by macroeconomic stability, robust domestic demand and a strong
policy environment. The domestic economy demonstrated resilience amidst global uncertainties, aided by prudent fiscal management and steady
consumption. India’s real GDP growth for FY2024-25 is estimated at 6.5%, reaffirming its relative strength in a challenging global landscape. Inflation
remained broadly within the Reserve Bank of India’s (RBI) target range, aided by proactive monetary policy, despite supply-side disruptions and global
commodity price fluctuations posing persistent risks.

India’s pharmaceutical market is projected to see strong growth, with medicine spending expected to reach US$ 38-42 Billion by 2028, with a CAGR of
7-10% from 2024 to 2028. This growth is driven by a combination of expanding access, growing demand for treatments across both acute and chronic
conditions, and continued reliance on affordable generic medicines.

The Indian pharmaceutical industry continues to solidify its position as a global leader, often lauded as the "Pharmacy of the World." This robust standing
is driven by a powerful combination of a strong scientific and technological base, a burgeoning domestic market, and highly cost-competitive
manufacturing capabilities.

The pharmaceutical industry''s contribution to India''s economy is substantial, generating considerable direct and indirect employment and significantly
contributing to the country''s GDP (currently 1.72%). Continued growth is anticipated, fueled by enhanced R&D capabilities, sustained cost efficiencies, a
vast talent pool of scientists and skilled professionals, and new opportunities in emerging global economies. Government initiatives, such as the
Production Linked Incentive (PLI) schemes (with allocations like Rs. 15,000 crore for pharmaceuticals and Rs. 6,940 crore for raw materials/APIs), the
establishment of Bulk Drug Parks, and the Promotion of Research & Innovation in Pharma-MedTech Sector (PRIP) Scheme, are actively fostering
domestic manufacturing, reducing import dependence, and boosting R&D. The Union Budget 2025 also increased healthcare allocation by 11% and
provided customs duty exemptions for several life-saving drugs.

Given this growth trajectory, Viksit Bharat envisions India transforming from being the ‘Pharmacy of the World’ to becoming a ‘Pharma Powerhouse to the
World.’

However, several factors present ongoing challenges. Poor public healthcare funding and infrastructure within India, low per capita consumption of
medicines in some emerging economies, currency fluctuations, and geo-political conflicts remain areas of concern. Critically, the Indian pharmaceutical
industry faces potential disruption from proposed tariffs, including a 200% tariff on pharmaceutical imports by the US, which is India''s largest drug importer
(accounting for nearly 33% of India''s pharma exports in FY2024). This threat could significantly squeeze profit margins and reduce competitiveness.
Furthermore, the industry''s continued 70-80% dependence on China for Active Pharmaceutical Ingredients (APIs) poses a strategic vulnerability despite
government efforts to promote domestic API manufacturing. Other challenges include stringent regulatory issues, government-mandated price controls,
all-round increases in input costs due to inflation, and the need to address talent shortages, particularly in STEM and digital roles, and to enhance
intellectual property protection.

The Powerhouse of Pharma

Decoding the Key Growth Drivers of the Indian Pharmaceutical Industry

The Foundation: Population & Demand

India''s massive and growing population forms the bedrock of its pharmaceutical demand. A significant youth population,
combined with a rapidly expanding elderly demographic, creates a sustained need for a wide spectrum of healthcare
products and medicines, from acute care to chronic treatments.

Production by Volume

¦

¦

¦

Production by Value

14 13 12 11 10 9 8 7 6 5 4 3 2 1 0

The Engine : Global Manufacturing Leadership

Segment Wise or Product Wise Performance

The following segments are identified by the Company:

1) Manufacturing and dealing in Pharmaceutical Drug and Formulations;

2) Trading of Commodities;

3) Renting of Properties.

Global Market Position

Indian ranks 3rd globally in pharmaceutical production by volume but 14th by
va lue. This disparity underscores its strengths in cost-effective generic
manufacturing.

	r 1.4B " Total Population			r 190 M " Elderly Populations by 2030 (Est.)			r ^ 65% ^ Population Under 35 ^
Demographic Shift India is undergoing a significant demographic transition. The chart illustrates the age distribution, highlighting the growing segment of the population aged 60 and above, which is a primary consumer of chronic medications. 0-14 Yrs 15-24 Yrs 50 Yrs 25-50 Yrs				Rising Chronic Conditions Lifestyle changes have led to an increased prevalence of non-communicable diseases (NCDs). This trend boosts the demand for long-term therapies, making the chronic care segment a crucial driver of domestic pharma growth. 50 45		Improving Affordability Increased government spending on health and rising per capital incomes have significantly reduced the financial burden on households. This makes healthcare more accessible and boosts pharmaceutical consumption across the nation. 70
				40 35			"1 50	1----
				30 25			40
	w''m
							30
	IK 11			i
							20
L, A							10
v ^ j				Hypertension Diabetes Cardiovescotar Chronic Respiratory Disease		c j c

Indian''s reputation as the “Pharmacy of the World” is built on its formidable
manufacturing capabilities. The industry excels in producing high-quality, low-
cost generic medicines, making it a critical player in the global supply chain. This
expertise allows India to dominate in volume, even if its market share by value is
smaller, highlighting its role in providing affordable medicines worldwide.

The Segment wise performance is given in Note 42 to the Audited Financial Statement.

SYNCOM: A Global Pharmaceutical Company
Company Overview

Syncom Formulations (India) Limited is committed to delivering innovative medicines and vaccines that address the evolving healthcare needs of India
and improve the quality of life for millions in the country. Your Company’s broadly diversified portfolio includes a wide range of general medicines that are
manufactured locally while also offering vaccines and specialty medicines that are exported. With more than 1000 employees, and an extensive
distribution network domestically and internationally, to support this diverse portfolio, we draw on strong R&D capabilities, scaled-up manufacturing and
an extensive commercial network.

Our products include tablets, capsules, injectables, sprays, ointments, creams and liquids, enabling us to serve diverse markets effectively. Our
manufacturing infrastructure are complemented by integrated R&D capabilities that encompass both early-stage novel research and generic
development, backed by global clinical trial operations. Guided by our purpose of Reaching People and Touching Lives Globally, we remain focused on
expanding access to high-quality healthcare and creating long-term value through operational discipline, scientific progress and strategic growth.

Situational Analysis
Risks:

Regulatory Price Controls: The pharmaceutical industry faces challenges from pricing regulations on drugs brought under the National List of Essential
Medicines (NLEM). This impacts revenue potential and profit margins. Your Company has focussed on volume-led growth and maintains constant
supplies of high quality and affordable medicines.

Growing threats of generics: The industry faces growing threats from the increased availability and afford ability of generic drugs. This is due to factors
like patent expirations, the rise of biosimilars, and India’s strong position as a major exporter of generic drugs.

Supply chain vulnerabilities: Global geopolitical tensions and rising raw material costs have disrupted supply chains. These challenges are further
intensified by input cost fluctuations and price volatility in essential materials, which could impact procurement stability and increase manufacturing costs.

Opportunities:

Market expansion: Your Company sees significant potential in expanding its presence Globally. The rapidly growing e-pharmacy market in India
presents a compelling opportunity to enhance accessibility and reach in previously under served markets. By leveraging digital platforms alongside
physical presence, your Company is aiming to create a seamless healthcare delivery ecosystem that bridges the urban-rural divide and expands its
customer base.

Adult vaccination ecosystem: India’s increasing life expectancy and growing elderly population highlight the need for preventive healthcare. The adult
vaccination segment, particularly for conditions like Shingles, remains largely untapped offering substantial growth potential.

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 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 is provided in Note 50 of the Financial Statement. Further, Return on Net worth for the current
year is 17% (previous year was11%) and the reason for such change is increase in net worth is due to increase in profits of the company.

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 at the end of the financial year is shown as under: -

Category	No. of complaints pending at the beginning of F.Y. 2024-25	No. of complaints fled during the F.Y. 2024-25	No. of complaints pending as at the end of F.Y. 2024-25	Total number of complaints pending more than 90 days
Sexual Harassment	Nil	Nil	Nil	Nil

ihe management of Syncom endeavor efforts to provide safe environment for the female employees of the company.

Statement related to compliance of the Maternity Benefit Act, 1961

The company is in compliance with all the applicable provisions and regulations set forth in the Maternity Benefit Act, 1961. The company is committed to
upholding the rights and welfare of our female employees, ensuring they receive all the benefits and protections mandated by this important legislation
including their hygiene, etc.

Corporate Social Responsibility Initiatives

In view of the profit of Syncom during immediate preceding financial year, Syncom is required to undertake Corporate Social Responsibility (CSR)
activities during the year 2024-25 as per provisions of 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, Risk management 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 Risk Management 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 https://svncomformulations.com/sfil/wp-content/uploads/2022/12/02Risk-Management-Policv.pdf

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 has 3 (three) wholly owned subsidiary companies namely;

Name of the Company		Status		% age of Holding
Synmex Pharma Private Limited		Wholly Owned Subsidiary		100.00%
Vincit Biotech International Private Limited		Wholly Owned Subsidiary		100.00%
Sante Biotech Private Limited		Wholly Owned Subsidiary		100.00%

Highlight on performance of the Wholly-owned Subsidiary is provided in “Form AOC-1” is attached herewith as “Annexure-C”.

Further, the company does not have any Holding, Associate or Joint Venture companies during or at the end of the financial year 31st March, 2025.

Consolidated Financial Statements

In accordance with the provisions of the Companies Act, 2013 (“the Act”) and the applicable Indian Accounting Standards (Ind AS) notified by the Ministry
of Corporate Affairs, the Company has prepared Consolidated Financial Statements which present the financial results of Syncom Formulations (India)
Limited (“the Company” or “Syncom”) together with its 3(three) wholly owned subsidiaries. The Consolidated Financial Statements provide a true and fair
view of the financial position, performance, and cash flow of the Company and its subsidiaries as a single economic entity.

The audited Consolidated Financial Statements for the financial year ended 31stMarch, 2025, form an integral part of this Annual Report and are prepared
in compliance with the requirements of the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”),
and applicable Ind AS.

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

1. Declaration of Independency by Independent Directors

The Company has received the necessary declaration from all independent directors as required under section 149(6) of the Companies Act, 2013,
confirming that they meet the criteria of Independence as prescribed under 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.

2. Appointment/re-appointment of Director during the period under review:

1) Upon the recommendation of the Nomination and Remuneration Committee and further approval accorded by the members in their 36th AGM held
on 30th Sept., 2024 has approved the Re-appointment of Shri Vijay Shankarlal Bankda (DIN:00023027), Managing director for a further term of 2
(two) years w.e.f. 29th November, 2024;

2) Upon the recommendation of the Nomination and Remuneration Committee and further approval accorded from the members in their 36th AGM held
on 30th Sept., 2024 has approved the Re-appointment of Shri Kedarmal Shankarlal Bankda (DIN:00023050), Chairman/Whole-time director for a
further term of 2 (two) years w.e.f. 2nd May, 2025.

3. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent
directors appointed during the year:

No Independent director was appointed during the year however the Board is of the opinion that all the Independent Directors so appointed earlier by
the Board carry integrity, expertise and experience as well as they are registered with the portal of IICA at the time of appointment.

4. Directors seeking re-appointment/appointment in the ensuing Annual General Meeting.

• Directors liable to retire by rotation and seeking re-appointment:

Smt. Rinki Ankit Bankda (DIN: 06946754), Whole time Director of the company was due to retire at the forthcoming AGM, however, in view of her
resignation effective from closure of business hours on 8th August, 2025, no director is proposed to retire by rotation at the 37thAnnual General
Meeting.

• Executive Director seeking appointment:

The Board has recommended the appointment/confirmation of Shri Ankit Kedarmal Bankda (DIN: 02359461) as Executive Chairman and Whole¬
time Director of the Company, for a term of three (3) years effective August 9, 2025, together with approval of his remuneration, upon the
recommendation of the Nomination and Remuneration Committee, subject to approval of shareholders by way of Special Resolution at the 37th
Annual General Meeting.

5. Key Managerial Personnel’s

As at 31.03.2025, SYNCOM is having 5 (Five) Key Managerial Personnel’s viz.(1) Shri Kedarmal Shankarlal Bankda, Chairman & Whole-time
Director; (2) Shri Vijay Shankarlal Bankda, Managing Director;(3) Smt. Rinki Ankit Bankda, Whole-time Director; (4) Shri Ankit Kedarmal Bankda,
Chief Financial Officer and (5) CS Vaishali Agrawal, Company Secretary and Compliance Officer are functioning as the Key Managerial Personnel’s
under section 203 of the Companies Act, 2013.

During the period under review, There was no change in the Key Managerial Personnel during the year under review.

6. Changes in Director’s and Key Managerial Personnel after closure of the financial year and before approval of this report

i. Re-designation of Shri Kedarmal Shankarlal Bankda (DIN:00023050) from Chairman and Whole-time Director of the Company to Whole-time
Director of the Company, w.e.f. the closure of business hours of August 8, 2025.

ii. Cessation of Shri Ankit Kedarmal Bankda from the post of Chief Financial Officer (CFO), from the closure of business hours of August 8, 2025
and subsequent appointment of Shri Ankit Kedarmal Bankda (DIN: 02359461) as the Additional Director under the category of Executive
Promoter Director and further designated him as the Executive Chairman and Whole-time Director of the company w.e.f. 9th August, 2025 which
is subject to approval of members in the forthcoming Annual General Meeting and details of the same has been placed before the members in the
Notice of AgM.

iii. Cessation of Smt. Rinki Ankit Banka (DIN:06946754) for the directorship including Whole-time Director of the Company, with effect from the
closure of business hours of August 8, 2025.

iv. Appointment of Shri Rahul Vijay Bankda as the Chief Financial Officer (CFO) and Key Managerial Personnel under the category of Senior
Management Personnel, with effect from August 9, 2025.

Composition of the Board

At the closure of the Financial Year, SYNCOM was having total 6(Six) directors in the Board including 3(three) 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.

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 4 (four) times in financial year 2024-25 viz., on 17th May, 2024;12th August, 2024,11th November 2024,and 10th February, 2025.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 Ankit Jain, Shri Ritesh Kumar
Lunkad and Smt. Ruchi Jindal 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

Pursuant to section 134(3) (c) read with section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability,
confirm that:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2025, 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 and 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, 2025 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 6 (Six) 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) 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.

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 Form AOC-2.

All Related Party Transactions are placed before the Audit Committee and the Committee has accorded its Omnibus Approval and 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

Your Board would like to inform that, no significant or material order has been passed by any Regulator or courts during the year under review.

Auditors

Statutory Auditors& their report: The Shareholders at their 34th Annual General Meeting (AGM) held on 19th September, 2022 had approved the re¬
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 (Firm Registration No. 000051) to audit the cost accounts of the Company for the financial year 2025-26 on remuneration of Rs.
50,000/-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
Accountants is included in the Notice of the 37th Annual General Meeting and recommend passing the resolution.

Your Company has filed the Cost Audit Report for the year 2023-24 to the Central Government on 21/10/2024 which was self-explanatory and needs no
comments

Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the Board had appointed M/s D.K. Jain & Co., Company Secretaries (Firm Reg. No. S2003MP064600) at Indore to conduct Secretarial Audit
for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended 31st March 2025 in Form MR-3 is attached as “Annexure D” and forms part of this Report.
Observations of the Secretarial Auditors and Comments of the Board is provided as under:

S.No.	Observation of Secretarial Auditor	Comments of the Management
(a)	Pursuant to Regulation 21(2) read with Reg. 3(2) of SEBI (LODR) Regulations BSE and nSe has imposed Fine as per SOP Guidelines issued by SEBI of Rs. 2,000/- per day for a period of 92 days and paid Rs. 2,17,120/- including GsT to the NSE and the company has paid the same on 9th May, 2024 and also paid Rs.2,17,120/- including GST to BSE on 27th June, 2024.	The Company was classified among the Top 1000 listed entities during FY 2022, and accordingly, the Risk Management Committee had been duly constituted. However, in the subsequent period, the Company was no longer part of the Top 1000 listed entities, so the said Committee was dissolved. Due to an inadvertent and unintentional oversight, there arose a non compliance Once the requirement was identified, the Company promptly reconstituted the Committee effective from 1st January, 2024. The Company had also represented before both BSE and NSE for waiver/reduction of the fine, citing the above background. While NSE rejected the waiver application, the Company has already complied and made the necessary payments to both Exchanges. The management assures that the lapse was purely inadvertent and unintentional, arising out of a transitional regulatory position, and not due to any negligence or disregard of compliance. We reaffirm our commitment to uphold the highest standards of corporate governance and regulatory compliance.
(b)	Pursuant to Regulation 46 of SEBI (LODR) Regulations, 2015 BSE and NSE issued an advisory to the Company, regarding the placement of disclosures on the Company’s website.	Following the issuance of the advisory, the Company has rectified the matter and ensured that all necessary disclosures are now available prominently on the front webpage of the website.

Further, the Board of directors of the Company on the recommendation of the Audit Committee, at its meeting held on 8thAugust, 2025 has recommended
the members to approve the appointment of M/s. D.K. Jain& Co., Company Secretaries (FRN: S2003MP064600) to conduct Secretarial Audit for the
consecutive five years from the conclusion of the 37th AGM till the conclusion of the 42th AGM to be held in the calendar year 2030.

CS (Dr.) Dilip Kumar Jain, Proprietor of the D.K. Jain & Co., Company Secretaries has consented to act as the Secretarial Auditor of the Company and
confirmed that his appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI LODR Regulations. He has
further confirmed that he is not disqualified to be appointed as the Secretarial Auditor under the applicable provisions of the Act, rules made there under,
and SEBI Listing Regulations.

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 2024-25.

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 on 19th May, 2025. A copy
of the certificate on the financial statements for the financial year ended 31st March, 2025 is annexed along with the Corporate Governance Report.

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-E”.

Material Changes and Commitments Affecting the Financial Status of the Company

There are no material changes or commitments affecting the financial position of the Company 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 the 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-F”.

As per the requirement of the Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
company is required to make disclosure in the form of a statement relating to employee drawing remuneration in excess of Rs. 8.50 Lakhs p.m. or Rs.
102.00 Lakhs p.a. detailed as below:

Name & Designation of Employee		Mr. Kedarmal Shankarlal Bankda, Chairman and Whole-time Director
Remuneration Received		Rs. 117.78 Lakhs
Nature of employment		Permanent
Qualification & Experience of the Employee		He is aged about 73 years and is Master in Commerce and is one of the core promoters of the Company and having wide knowledge and skills in Pharmaceutical field and Industry. Having More than 48 years of experience in Pharmaceutical field in various capacities.
Date of commencement of employment		13/04/1992
Age		73 years
Past Employment Details		N.A.
% of the Equity shares held by the Employee in the Company		116926120 equity shares of Re. 1/- each (12.44%)
Name of Director or Manager of the Company, relative of such Employee		Brotherof Shri Vijay Shankarlal Bankda, Managing Director, Father in law of Mrs. Rinki Ankit Bankda, WTD and father of Shri Ankit Kedarmal Bankda, CFO.

Except Shri Kedarmal Shankarlal Bankda, Chairman and Whole time Director, none of the Director or employee is drawing remuneration more than the
limit as mentioned in the section.

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 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 regulating 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 Disclosure:

Your Board of 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) Your Company has not declared and approved any Corporate Action viz buy back of securities, declaration of dividend, mergers and de-mergers,
split and issue of any securities and has not failed to implement or complete the Corporate Action within prescribed timelines.

e) There were no revisions in the Financial Statement and Board’s Report.

f) 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.

g) 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.

h) 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 Kedarmal Shankarlal Bankda

Date:8th August, 2025 Chairman & Whole-time Director

DIN:00023050

---

Mar 31, 2024

The Directors presenting their 36thAnnual Report together with the Audited Consolidated and Standalone Financial Statements of Syncom Formulations (India) Limited (“the Compandor “Syncom”) for the year ended 31st March, 2024.

HIGHLIGHTS OF PERFORMANCE/STATE OF AFFAIRS ON STANDALONE BASIS

• Total income for the year was Rs. 27,146.02 Lakhs as compared to Rs. 23,925.34 Lakhs in the previous year;

• Net sales for the year was Rs. 25,835.96 Lakhs as compared to Rs. 22,464.39 Lakhs in the previous year;

• Profit before tax for the year was Rs.3176.00 Lakhs as compared to Rs. 2,656.65 Lakhs in the previous year; and

• Profit after tax for the year was Rs. 2362.32 Lakhs as compared to Rs. 2007.07 Lakhs in the previous year.

Financial Results (Rs. In Lakhs)

Particulars	Standalone		Consolidated
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from Operations (Net)	25835.96	22464.39	26338.71	22425.42
Other Income	1310.06	1460.95	1352.59	1459.99
Total Income	27146.02	23925.34	27691.30	23885.41
Total Expenditure except Interest and Depreciation	23050.53	20,503.07	23373.97	20462.45
Profit before Interest, Depreciation & Tax (EBIDTA)	4095.49	3,422.27	4317.33	3422.96
Less: Interest	444.87	313.02	447.41	313.10
Less: Depreciation	472.23	453.93	472.23	453.93
Profit before Tax and exceptional item	3178.39	2,655.32	3397.69	2655.93
Less: Exceptional Item	(2.39)	(1.33)	(2.39)	(1.33)
Profit before Tax	3176.00	2,656.65	3395.30	2657.26
Less: (a) Current Tax	755.07	668.25	805.27	668.86
(b) Tax adjustments related to previous year	3.18	(3.41)	3.18	(3.41)
(c) Deferred Tax	(55.43)	(15.26)	(55.43)	(15.26)
Net Profit for the Year	2362.32	2,007.07	2531.42	2007.07
Add: Other Comprehensive Income	681.39	196.36	681.39	196.36
Total Comprehensive Income	3043.71	2,203.43	3212.81	2203.43
Paid up Equity Share Capital	9400.00	9400.00	9400.00	9400.00
EPS (Equity Shares of Re.1/- each) - Basic (in Rs.)	0.32	0.24	0.34	0.24
- Diluted (in Rs.)	0.32	0.24	0.34	0.24

DIVIDEND

In view to conserve resources, the Board has not recommended any dividend on Equity shares for the Financial Year 2023-24. (Previous year 2022-23 : NIL)

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 Capital of Syncom as on 31st March, 2024 was Rs. 94,00,00,000 divided into 94,00,00,000 equity shares of Re. 1/- each and the entire existing equity shares of the company is listed with BSE Ltd and National Stock Exchange of India Ltd.

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

During the year under review there was no change in the capital structure of the Company, and no further listing of shares was required on any stock Exchange.

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. The details of the expansion project and utilization of the funds are given the Corporate Governance Report annexed to the Board Report.

Further, the company in order to keep the stakeholder of the company updated had vide various disclosures submitted to the Stock Exchanges under Regulation 30 of SEBI (LODR) Regulations, 2015 and had announced that Commercial Trial Production was commenced started from 21st 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 proposes propose to transfer any amount to the general reserves or any other reserves. (Previous year: NIL).

The total accumulated reserves of the Company at the financial year ending 31st March, 2024 were Rs. 19245.18 Lakhs as compared to the previous financial year Rs. 16201.47 Lakhs.

FINANCE

Cash and cash equivalent as at 31st March, 2024 was Rs. 6335.05 Lakhs as compared to Rs. 82.70 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 beaccessed on the Company''s website at the https://syncomformulations.com/sfil/wp-content/uploads/2024/09/BRSR-FINAL-SIGNED-23-24.pdf

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. 3,21,985.70/- and has also transferred corresponding 6,54,648 equity shares of Re.1/- each for the F.Y 2015-16to the IEPF Authority as per the requirement of the IEPF rules.

The details relating to dividend remains unpaid-unclaimed from the year 2016-17 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 and are given in the notes to the Financial Statements provided in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT ECONOMIC SCENARIO AND OUTLOOK

The Indian pharmaceutical industry has emerged as a global leader in research and innovation driven by a combination of robust scientific and technological base, strong domestic market and cost competitive manufacturing.

India is ranked 3rd worldwide in the production of pharmaceutical products by volume and 14th by value. India is one of the largest

producer of generic medicines globally with about 20% share in global supply by volume and is also leading vaccine manufacturer with a global market share of about 60%.

Indian pharmaceutical industry benefits from cost competitiveness driven by backward integration, lower labour cost, economies of scale and efficient manufacturing processes. These cost advantages enables Indian pharmaceutical industry to provide competitively priced products both in the domestic and global market. The scale and diversity of the Indian pharmaceutical industry enable it to cater to diverse needs and maneuver through market turbulences effectively.

The contribution of the pharmaceutical industry to the country’s economy is also 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. The Indian pharmaceutical industry is expected to out-perform the global pharmaceutical industry and emerge as one of the leading pharmaceutical industry globally by absolute value.

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 and & 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 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. Oncology, 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.

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 units dedicated to Injectables and Critical Care Division and many more 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 DEVLOPMENTS 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 is provided in Note 50 of the Financial Statement. Further, Return on Net worth for the current year is 11% (previous year was 8.61 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. 2023-24	No. of complaints filed during the F.Y. 2023-24	No. of complaints pending as at the end of F.Y. 2023-24
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, Syncom is required to undertake Corporate Social Responsibility (CSR) activities during the year 2023-24 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, Risk management 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 Risk Management 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 in Risk-Management-Policy.pdf (syncomformulations.com)

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 has 3 (three) wholly owned subsidiary companies namely;

Name of the Company	Status	% age of Holding
Synmex Pharma Pvt. Ltd.	Wholly Owned Subsidiary	100.00%
Vincit Biotech International Pvt. Ltd.	Wholly Owned Subsidiary	100.00%
Sante Biotech Pvt. Ltd.	Wholly Owned Subsidiary	100.00%

Highlight on performance of the Wholly-owned Subsidiary is provided in “Form AOC-1” is attached here with as “Annexure-C”.

Further, the company is not having Associate or Joint Venture companies during or at the end of the financial year 31stMarch, 2024.

CONSOLIDATED FINANCIAL STATEMENTS

During the year, the Company has incorporated 3 (three) wholly owned subsidiaries, a requirement to provide the Consolidated Financial Statements for the financial year 2023-24.

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.

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) Cessation of office of Shri Vinod Kumar Kabra (DIN:01816189), Shri Krishna Das Neema (DIN:02294270) and Shri Praveen Jindal (DIN:05327830), as the Independent Directors of the Company w.e.f. March 31, 2024 due to completion of their second term of 5 (Five) consecutive Years.

2) Appointment of Shri Ritesh Kumar Lunkad (DIN:10275445) and Shri Ankit Jain (DIN:05341403) as Non-Executive Additional Directors in the category of Independent Directors of the Company w.e.f. 14th August, 2023 for a First Term of 5(five) consecutive years till 13th August, 2028 which was further confirmed by the members at their 35th Annual General Meeting held on 26th September, 2023.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year

The Board of directors upon the recommendation of the Nomination and Remuneration Committee at their meeting held on 14th August, 2023 has appointed Shri Ritesh Kumar Lunkad (DIN:10275445) and Shri Ankit Jain (DIN:05341403)as Non-Executive Additional Directors under the category of Independent Directors and the Board is of the opinion that all the Independent Directors so appointed by the Board carryintegrity, expertise and experience as well as they are registered with the portal of IICA at the time of appointment.

Directors seeking re-appointment/appointment in the ensuing General Meeting.

Directors liable to retire by rotation and seeking re-appointment:

Shri Vijay Shankarlal Bankda (DIN: 00023027) the Managing Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible offers himself for re-appointment. Your directors recommend passing necessary resolution as proposed in Item No. 2 of the Notice of the 36th Annual General Meeting.

Executive Director seeking re-appointment:

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 re-appointment as the Executive Chairman/Whole-time Director and to approve the remuneration payable to him w.e.f. 2nd May, 2025 for a term of 2 (two) years upon recommendation of the Nomination & Remuneration Committee, subject to the approval of members by special resolution at the forth coming 36ththAnnual General Meeting your Board recommend to pass necessary special resolution as set out in the notice of the 36thAnnual General Meeting.

2) Shri Vijay Shankarlal Bankda (DIN:00023027) is proposed for reappointment as the Executive Managing Director and to approve the remuneration payable to him w.e.f. 29th Nov., 2024 for a term of 2 (two) years upon recommendation of the Nomination & Remuneration Committee, subject to the approval of members by

special resolution at the forth coming 36th Annual General Meeting your Board recommend to pass necessary special resolution as set out in the notice of the 36th Annual General Meeting.

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 Officerand CS Vaishali Agrawal, Company Secretaryand Compliance Officer are functioning as the Key Managerial Personnel’s under section 203 of the Companies Act, 20l3.

Change in the Key Managerial Personnel’s

There were no changes in the Key Managerial Personnel during the period under review year. However CS Prachi Jain, Company Secretary and& Compliance Officer and KMP of the company 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.

Other than that, there was no change in the Key Managerial Personnel during the year.

Composition of the Board

At the closure of the Financial Year, SYNCOM is was having total 6 (Six) directors in the Board including 3 (three) 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.

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 5(five) times in financial year 2023-24 viz., on 2ndMay, 2023; 29th May, 2023;14th August, 2023;8th November 2023;and 14th February,2024. 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 ,ShriVinod Kumar Kabraand Smt. Ruchi Jindalare 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 till 31st March, 2024 and Shri Ritesh Kumar Lunkad, and Shri Ankit Jain and Smt. Ruchi Jindal are the Non-Executive and Independent Director (s) in terms of Regulation 17(10) of the SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013thereafter for a term of five (5) years.

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, 2024, 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 and& 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, 2024 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.

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

Your Board would like to inform that, no significant or material order has been passed by any Regulator or courts during the year under review.

The BSE Limited and National Stock Exchange of India Limited SEhas imposed a fine of Rs. 2,17,120/- each on the company vide Email dated on 22nd February, 2024 for non-compliance with Regulation 21(2) regarding the failure to form a Risk Management Committee.

The fine was imposed because the company was initially listed among the top 1,000 companies based on the by market capitalization as of

31st March 2022. Thereafter, the Company was not falling under the Category of top 1000 Company based on the Market Capitalization as at 31st March, 2023, therefore the Risk Management Committee was dissolved. However, inadvertently the company could not observe the requirement of Regulation 3(2) of the SEBl (LODR) Regulation as it was not given along with Regulation 21 for Risk Management Committee. Therefore, the non-compliance as observed by the Stock Exchange was unintentional and due to overlook of the Regulation 3(2).

The company applied for a waiver of the fine to both the Stock Exchanges, which were rejected by them and company was instructed to pay the fine. The company has paid the company to NSE on 9th May, 2024 and to BSE on 27th June, 2024, the disclosure of the same is given to both the Stock Exchanges.

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 2024-25 on a remuneration of Rs. 50,000/-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 Accountants Auditors is included in the Notice of convening the 36thAnnual General Meeting and recommend passing the resolution.

Your Company has filed the Cost Audit Report for the year 2022-23 to the Central Government on 12/10/2023 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 undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed here with as “Annexure-D” which is self explanatory and needs no further comments.

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 2023-24.

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 17th May, 2024.A copy of the certificate on the financial statements for the financial year ended 31st March, 2024 is annexed along with this the Corporate Governance 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-FE".

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL STATUS OF THE COMPANY

No material changes and or 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-GF".

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 yearat 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 31stMarch, 2024, 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, , declaration of dividend, 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 KEDARMAL SHANKARLAL BANKDA

Date: 12th August, 2024 CHAIRMAN & WHOLE-TIME DIRECTOR

DIN:00023050

---

Mar 31, 2023

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.

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. No.	Observation of Secretarial Auditor	Comments of the Management
1	The company was required to take the insurance policy as required 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.
2	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.
3	Company has not disclosed the dates of the meeting of Risk 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.
4	The company was required to file 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 KEDARMAL SHANKARLAL BANKDA

Date: 14th August, 2023 Chairman & Whole-time Director

DIN:00023050

---

Mar 31, 2018

BOARD''S REPORT &

MANAGEMENT DISCUSSION AND ANALYSIS

To,

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)

Particulars	Year Ended On
	31.03.2018	31.03.2017*
Revenue from Operations (Net)	15871.79	18484.03
Other Income	443.95	308.09
Total Income	16315.74	18792.12
Total Expenditure except Interest and Depreciation	14704.55	16848.71
Profit before Interest, Depreciation & Tax (EBIDTA)	1611.19	1943.41
Less: Interest	26.57	30.70
Less: Depreciation	372.98	312.28
Profit before Tax and exceptional item	1211.64	1600.43
Less: Exceptional Item	10.15	0.90
Profit before Tax	1201.49	1599.53
Less: (a) Current Tax	304.14	403.26
(b) Tax adjustments related to previous year	2.66	0.00
(c) Deferred Tax	29.98	131.08
Net Profit for the Year	864.71	1065.19
Add: Other Comprehensive Income	101.29	(27.06)
Total Comprehensive Income	966.00	1038.13
Add: Surplus brought forward from previous year	1948.07	1921.57
Total Surplus	2180.75	2196.32
Paid up Equity Share Capital	7806.52	7806.52
EPS (Equity Shares of Rs. 1/- each) Basic & Diluted (in Rs.)	0.12	0.13

*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.

DIVIDEND

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).

SHARE CAPITAL& RESERVES

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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.

INDUSTRY STRUCTURE AND OPPORTUNITIES

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.

RISKS & CONCERNS

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).

FINANCE

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.

TRANSFER OF THE AMOUNT OF UNPAID DIVIDEND AND 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 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.

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 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	Relationship	Investment made/ Guarantee/ Loans Provided	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	511000	58,81,610	-	64,38,600
Bil Energy System Ltd.	-	Investment in equity shares	1063000	7,12,210	-	7,86,620
PFL Infotech Ltd.	-	Investment in equity shares	32700	3,53,160	-	2,90,703
Risa International Ltd.	-	Investment in equity shares	45000	64,350	-	48,600
Rutron International Ltd.	-	Investment in equity shares	550000	7,15,000	-	7,15,000
Upsurge Investment & Finance Ltd.	-	Investment in equity shares	274000	40,41,500	-	1,21,38,201
Trade Services FZE*	WOS	Investment in share capital (WOFS)	1 share of face value AED 65000	10,67,896	(10,67,896)	0

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.

VIGIL M ECHANISM/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 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:

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".

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 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.

CSR INITIATIVES

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.

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 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’.

HUMAN RESOURCES

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: -

Category	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
Sexual Harassment	Nil	Nil	Nil

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.

RISK MANAGEMENT POLICY AND INTERNALADEQUACY

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.

COMMITTEES OF TH E BOARD

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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.

AUDITORS

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.

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, 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.

ENHAN CING SHAREH OL DERS VAL UE

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.

CORPORATEGOVERNANCE

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".

CONSOLIDATED FINANCIAL STATEMENTS:

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.

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 G”.

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 this financial statements relate and the date of report.

APPLICABILITY OF THE IND -AS

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.

EXTRACT OF ANNUAL RETURN

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”.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EM PLOYEE''S REMUNERATION AND PARTICULARS OF EM PLOYEES.

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.

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. 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 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

KEDARMAL BANKDA

^{Place INDORE} Chairman & Whole time

Director

Date : 14th

August, 2018 din 00023050

---

Mar 31, 2016

BOARD''S REPORT & MANAGEMENT DISCUSSION AND ANALYSIS

To,

The Members,

Syncom Formulations (India) Limited

The Directors take pleasure in presenting their 28thAnnual Report together with the

audited consolidated and standalone financial statements of the Company

(Syncom)for the year ended 31stMarch, 2016. The Management Discussion and

Analysis has also been incorporated in the Report.

1. HIGHLIGHTS OF PERFORMANCE

- Consolidated income for the year increased by 6.38% to Rs. 18656.52 Lakhs as compared to Rs. 17536.80Lakhs in the previous year;

- Consolidated net sales for the year was Rs.18389.70 Lakhs as compared to Rs. 17339.11 Lakhs in the previous year, a growth of 6.06%

- Consolidated profit before tax for the year was Rs. 1610.09 Lakhs as compared to Rs.1563.48 Lakhs in the previous year, a growth of 2.98% Consolidated Profit after tax for the year was Rs. 1035.56 Lakhs as compared to Rs.975.65 Lakhs in 2015, a growth of 6.14%

2. Financial Results (Rs. in Lacs)

Particulars	Consolidated		Stand Alone
	31.03.2016	31.03.2015	31.03.2016	31.03.2015
Revenue from Operations (Net) and Other Income	18656.52	17536.80	18656.52	17536.80
Profit Before Tax (PBT)	1610.09	1563.48	1610.09	1563.48
Provision for Tax	574.53	587.82	574.53	587.82
Profit After Tax (PAT)	1035.56	975.65	1035.56	975.65
Balance brought forward from previous year	708.30	705.84	708.30	705.84
Profit Available for Appropriations	1743.85	1681.49	1743.85	1681.49
Appropriations: Proposed Final Equity Dividend	156.13	156.13	156.13	156.13
Tax on Equity Dividend	31.78	31.78	31.78	31.78
Transferred General Reserve	900.00	785.27	900.00	785.27
Surplus carried to the next year’s account	655.94	708.30	655.94	708.30
EPS (Basic and Diluted) eq. shares of Rs. 1/-	0.133	0.125	0.133	0.125

Place: Indore By order of the Board Date : 30th July, 2016 Registered Office : CIN: L24239MH1988PLC047759 7, Niraj Industrial Estate, ^{NAFISA VA}KH-Off Mahakali Caves Road, ^pa"^y. ^Secretary Andheri (East), Mumbai (MH) 400093 ^{: 41432}

3. DIVIDEND

Syncom always strives to enhance stakeholders and customers satisfaction value. In pursuance of the same your directors are pleased to recommend payout of 25th dividend @ Rs. 0.02(2%) on the equity share of Re.1 each, (Previous year @ Rs 0.02 (2%) of the equity shares of Rs.1 each) and proposes to pay Rs. 156.13Lacs as dividend (Previous year Rs.156.13 Lacs) subject to approval by the members at the ensuing Annual General Meeting.

4. SHARE CAPITAL& RESERVES

The paid up Capital of Syncom as on 31st March, 2016 was Rs. 78,06,52,180 divided into 78,06,52,180 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. As on 31st March, 2016, none of the Directors of Syncom hold convertible instruments. Promoters are not holding any security convertible into equity shares during the year 2015-16.

4.1 Transfer to Reserves

During the year under review your company proposes to transfer Rs.900.00Lakhs to the general reserves (Previous year Rs. 785.28 Lakhs).

5. FINANCE, INVESTMENTS & DEPOSITS

Cash and cash equivalent as at 31st March, 2016 was Rs.569.41 Lakhs as compared to Rs. 677.35 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.

5.1 Deposits

Syncom has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014and there were no remaining unclaimed deposits as on 31st March, 2016. There was no public deposit against the contravention of the Companies Act, 2013 and the rules made their under during the year under review.

5.2 Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees & Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements. (Please refer Note 10 & 11 to the Standalone Financial Statements)

6. ECONOMIC SCENARIO AND OUTLOOK

The Indian economy with GDP in excess of USD 2 trillion is amongst the top 10 economies in the world. India’s GDP grew by 7.6% in 2015-16, making the country one of the fastest growing major economies in the world. Inflation remained under control and fiscal and current account deficits continued to remain moderate. India is the largest exporter of formulations with 14% market share and ranks 12th in the world in terms of export value. Over the upcoming years the growth will be more as compared to the current standing position. The World pharmaceuticals market is forecast to grow with approx 12% percent or more from up till 2020 which can be increased if companies invest more in drug research sector as well as promotion. India holds an important position in the World pharmaceutical market. India is expected to rank amongst the top 3 pharma markets in terms of incremental growth by 2020. The Indian pharmaceuticals market is the third largest in terms of volume and thirteenth largest in terms of value. India’s generic drugs account for 20% of global exports in terms of volume, making the country the largest provider of generic medicines globally.

7. INDUSTRY STRUCTURE AND OPPORTUNITIES

According to a joint study by ASSOCHAM and Tech Sci, India’s pharmaceutical market may reach $20 billion this year and about $55 billion by 2020 from about $18 billion as of 2014, clocking a CAGR of over 22%.Export of pharmaceutical products from India is likely to exceed the $14 billion mark this year and may reach about $20 billion by 2020 registering a CAGR of about 8%.Government took many initiatives in the previous year like Make in India, Smart Cities Campaign, Pradhan Mantri Jan DhanYojana which helped our Indian economy in its overall development. Besides, the Swachh Bharat Abhiyan which brought hygiene, sanitation and awareness regarding cleanliness of our Country as Citizens and make India a clean Country. While these programmes acted on distinct level in Country''s growth, the Government’s focus has been on enhancing the ease and attractiveness of doing business in India. The Government of India’s strong commitment to fiscal targets, focus on infrastructure creation and attracting investments bolstered the confidence of entrepreneurs and investors. The Government of India unveiled ''Pharma Vision 2020'' aimed at making India a global leader in end-to-end drug manufacture. Approval time for new facilities has been reduced to get new investors i.e. countries to boost our markets. The government introduced mechanisms like Drug Price Control Order and the National Pharmaceutical Pricing Authority to deal with the issue of affordability and availability of medicines. Also there is a talk of separate Pharma Ministry for the sector for better coordination of the work. In the current competitive market scenario, the drug manufacturers require a high degree of innovation in product development. Only novel products can sustain in the market of longer period of time, India has a large pool of scientists and engineers who have the potential to steer the industry ahead to higher levels.

8. RISKS & CONCERNS

The pharmaceutical regulatory environment across the world is becoming more stringent including the Indian Pharma Industry. The industry witnessed many important changes including the Drug Price Control Order policy which was introduced by the government to regulate the prices of large number of pharmaceutical products. The recent amendment was DPCO 2013 which had number of drug formulations with an increase in price control. The other remaining formulations will be soon under the price control, under DPCO 2013. The mandatory generics drive by the State Governments will also pose challenges for pharma companies in the near future.

A few other concerns are poor public healthcare funding & infrastructure, low per capita consumption of medicines, unstable political environment in developing and under developed countries including India, currency fluctuations, regulatory issues, inflation which has resulted in an all round increase in input costs.

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 for contractual supplies to global generic companies, with a conscious endeavor for market and customer diversification. To de-risk significant concentration of domestic revenues from few brands, the Company''s strategy is for focused promotion of specific brands to increase their share of revenue to overall revenue.

9. CSR INITIATIVES

In view of the profits and turnover of Syncom during the previous three years, it is required to undertake social responsibility projects during the year 2015-16 under the provisions of the section 135 of the Companies Act, 2013 and the rules made there under.

As part of its initiatives under “Corporate Social Responsibility" (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 “Annexure A” and the CSR policy is available at the website of the Company at www.sfil.in.

The Board confirm 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.

10. 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 employees 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’.

11. HUMAN RESOURCES

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes 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:

- 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.

11.1 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. No complaint was received during the year under review.

12. 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. The risk management policy of the Company is available at the website at www.sfil.in.

13. VIGIL M ECHANISM/WHISTLE BLOWER POLICY

Syncom has a vigil mechanism named vigil mechanism/whistle blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Risk Management Policy is explained in the Corporate Governance Report and also posted on the website at www.sfil.in.Vigil mechanism/whistle blower Policy is attached with the Annual Report as "Annexure B".

14. AUDITED FINANCIAL STATEMENTS OF THE COMPANY''S SUBSIDIARY

As on 31 st March, 2016, Syncom has Trade Services FZE foreign subsidiary which is 100% Wholly Owned Subsidiary Company. Except that the Company does not have any associate or joint venture company at the beginning or any time during the year 2015-16.

There has been no change in the number of subsidiaries or in the nature of business of the subsidiaries, during the year under review. I n accordance with Section 129(3) of the Companies Act, 2013, your Company has prepared a consolidated financial statement of Syncom which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary company in the Form AOC-1 is also included in the Annual Report as the "Annexure C".

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.sfil.in. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary company have also been placed on the website of the Company, www.sfil.in. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company Secretary at the Company’s registered office.

15. BOARD OF DIRECTORS& KMPs AND MEETINGS OF THE BOARD

15.1 Independent Directors

At the Annual General Meeting (AGM) of Syncom held on September 22ndSept., 2014, the Members had re-appointed all the existing independent directors viz Shri Krishna Das Neema, (DIN 02294270),Shri Vinod Kumar Kabra (DIN 01816189) and Shri Praveen Jindal (05327830) under the Companies Act, 2013 for a term of 5 years with effect from 1 st April 2014, and they are not liable to retire by rotation.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.Further that the Board confirmed that all the independent directors fulfill the criteria laid under the Companies Act, 2013 and the SEBI (LoDR) Regulations, 2015.

15.2 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, Mrs. Rinki Ankit Bankda (DIN 06946754) director is liable to retire by rotation and she is eligible for re-appointment. Your Board of directors recommend to pass necessary resolution for her re-appointment.

The tenure of Shri Kedarmal Bankda, being the Chairman & Whole-time director will be lapsed on 2nd May, 2017, therefore, upon the recommendation of the Nomination and Remuneration Committee of the Board, the Board of directors at their meeting held on 30th July, 2016 has re-appointed him for a further term of 5 years w.e.f. 3rd May, 2017 subject to the approval of members at the forthcoming annual general meeting and recommend to pass necessary special resolution as set out in the notice of the annual general meeting.

The Company also proposes to increase in the remuneration payable to Shri Vijay Bankda w.e.f. 1st August, 2016 for the remaining part of his tenure till 30th Nov., 2019 as provided in the notice of the annual general meeting and recommend to pass necessary special resolution.

15.3 Change in the Key Managerial Personnel''s

Syncom has appointed CS Nafisa Vakil as the Company Secretary and Compliance Officer as the Key Managerial Personnel w.e.f. 7th November, 2015. CS Praniti Porwal, Company Secretary and Key Managerial Personnel had resigned from the office w.e.f. 31 st October, 2015 due to her personal reasons.

15.4 Key Managerial Personnel''s

Syncom has appointed Shri Ankit Kedarmal Bankda as the Chief Financial Officer, Shri Vijay Shankarlal Bankda, as the Managing Director and Shri Kedarmal Shankarlal Bankda as the Whole-time director of the Company and CS Nafisa Vakil is also functioning as the Key Managerial Personnel under section 203 of the Companies Act, 2013.

15.5 Composition of the Board

Syncom is having total 6 directors in the Board including 3 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.

15.6 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 2015-16 viz., on 30th May, 2015, 13th August, 2015, 7th Nov., 2015 and 13th Feb., 2016. 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.

15.7 Board independence

The definition of ‘Independence’ of Directors is derived from SEBI (Listing Obligations & Disclosure Requirements) 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.

15.8 Policy on Directors'' appointment and remuneration

The Policy of Syncom on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), is appended as "Annexure D" to this Report and has also placed on the website at www.sfil.in.

15.9 Annual evaluation by the Board

The evaluation frame work for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation.

16. 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, 2016, 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 27.21of the Standalone 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 March, 31st 2016 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.

17. COMMITTEES OF THE BOARD

During the year, the Board has the five Committees, as required under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 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.

18. 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 approval on a quarterly basis. The statement is supported by a Certificate from the MD and the CFO. 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.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Except that the SEBI has issued an Ex-Party Ad- Interim Order No. WTM/RKA/ISD/2014 dated 19th December, 2014 in the matter of First Financial Services Limited, and has restrain the company to access the capital market till the further order. The Company has also filed an application before the SEBI for deletion of the name of the Company and SEBI has granted an Interim Relief vide letter SEBI/H0/ISD/ISD/0W/P/2016/0000001565 dated 22nd January, 2016 in the aforesaid matter. Except that there are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

20. AUDITORS

20.1 Statutory Auditors

Your Company’s Auditors, M/s S.P.Moondra & Co.,Chartered Accountants, who were appointed for a term of three years at the Annual General Meeting of the Company held on 22ndSept., 2014 are eligible for ratification of their appointment. They have confirmed their eligibility under Section 141 (3)(g) of the Companies Act, 2013 and the Rules framed there under for ratification for appointment as Auditors of the Company. The Company has obtained their eligibility letter as required under the Companies Act, 2013 and confirmation that they have valid Peer Review Certificate from the Institute of Chartered Accountants of India as required under the SEBI (LODR) Regulations, 2015.

Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board.

20.2 Cost Auditors

Pursuant to Section 148 of the Companies Act,2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records 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 2016-17on a remuneration of Rs.25,000/-. 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. 7 of the Notice convening the Annual General Meeting.

Your Company has filed the Cost Audit Report for the year 2014-15 to the Central Government on 05/10/2015, which was self explanatory and needs no comments.

20.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and 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 E”. The Secretarial Audit Report for the Financial Year ended March 31, 2016 is self explanatory and needs no comments as such, except the following comments:

1.11,44,92,015 equity shares of Rs. 1/- each consisting of 14.66% of the total paid up capital were sold by the persons associated with promoters during the financial year 2015-16 without complying with the Regulation 5 of SEBI (Prohibition of Insider Trading) Regulations, 2015relating to submission of the Trading Plans.

Management Comments: The promoters and their associates have obtained opinion of the Lead Manager Hence it can be concluded that the persons who are not in possession of unpublished price sensitive information and the persons other than persons who by virtue of his/her designation in the company are perpetually in possession of unpublished price sensitive information can trade in securities of such listed company without complying the Regulation 5 of SEBI (Prohibition of Insider Trading) Regulations, 2015relating to the Trading Plan.

2.Interim Order Issued by the SEBI in 2014 in the matter of First Financial Services and relaxation for dealing in the investment subject to certain conditions:

Management Comments: The Company has submitted its reply to the SEBI and the SEBI has pleased to provide Interim Relief vide letter SEBI/HO/ISD/ISD/OW/P/2016/0000001565 dated 22nd January, 2016 in the aforesaid matter.

3.The Index of Charges on the website of the MCA is showing 6 Charges outstanding for the IOB and Saraswat Co-op Bank since 1989 these have already been satisfied long back, but no corrective steps were taken to delete these charge IDs or to file Form CHG-4 to satisfy them.

Management Comments: Since the Charges are too old, the Company is verifying the relevant documents and taking necessary action to remove these charge IDS from the portal of the MCA.

21. ENHANCING SHAREHOLDERS VALUE

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 socio-economic and environmental dimensions and contribute to sustainable growth and development.

22. CORPORATE GOVERNANCE

As per Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) 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 F").

22.1 MD & CFO certification

Certificate obtained from Shri Vijay Bankda Managing Director and Mr. Ankit Kedarmal Bankda, Chief Financial Officer, pursuant to Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and for the year under review was placed before the Board at its meeting held on 30th May, 2016.

A copy of the certificate on the financial statements for the financial year ended March, 31, 2016 is annexed along with this Report as "Annexure G".

23. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, aS 23and As 27 issued by the ICAI form part of this Annual Report.

24. 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 H”.

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COM PANY

There have been no material changes and commitments, if any, affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2016. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

26. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return for the year 2015-16 in Form MGT-9 is annexed here with as “Annexure I”.

27. PARTICULARS OF REMUNERATION OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Act read with Rule 5 and 8(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure J"

28. 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 we blink for the policy and details of the Familiarization Program imparted to the Independent Directors during the Financial year at http://www.syncomformulations.com/index.php?option=com_docman&task=cat_vi ew&gid=66&Itemid=105.

29. 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 stake holders 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.

By order of the Board of Director

K EDARMAL BANKDA

^{Place: Indore} Chairman & Whole Time Director

Date : 30th July, 2016 DIN : 00023050

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Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting their 27th Annual Report together with the audited consolidated and standalone financial statements of the Company (Syncom) for the year ended March, 31 2015. The Management Discussion and Analysis has also been incorporated into this Report.

1. HIGHLIGHTS OF PERFORMANCE

* Consolidated income for the year increased by 15.06% to Rs 17536.80 Lakhs as compared to Rs 15240.90 Lakhs in the previous year;

* Consolidated net sales for the year was Rs 17339.11 Lakhs as compared to Rs.15128.85 Lakhs in the previous year, a growth of 14.61%;

* Consolidated profit before tax for the year was Rs 1563.48 Lakhs as compared to Rs.1392.63 Lakhs in the previous year, a growth of 12.26%

* Consolidated Profit after tax for the year was Rs 975.65 Lakhs as compared to Rs 931.65 Lakhs in 2014, a growth of 4.72%

2. Financial Results

Particulars Consolidated Stand Alone

31.03.2015 31.03.2014 31.03.2015 31.03.2014

Revenue from Operations 17536.80 15240.90 17536.80 15240.90 (Net) and Other Income

Profit Before Tax (PBT) 1563.48 1392.64 15634.80 1392.64

Provision for Tax 587.82 460.98 537.82 460.98

Profit After Tax (PAT) 975.65 931.66 975.65 931.66

Balance brought forward 705.84 450.76 705.84 450.76 from previous year

Profit available for 1681.49 1382.42 1681.49 1382.42 Appropriations

Appropriations:

Proposed Final 156.13 156.13 156.13 156.13 Equity Dividend

Tax on Equity Dividend 31.78 26.53 31.78 26.53

General Reserve 785.27 493.91 785.27 493.91

Surplus carried to 708.30 705.84 708.30 705.84 the next year's account

EPS (Basic and Diluted) 0.125 0.119 0.125 0.119

3. DIVIDEND

Syncom always strives to enhance stakeholders and customers satisfaction value. In pursuance of the same your directors are pleased to recommend payout of 24th dividend @ Rs. 0.02 (2.%) on the equity share of Re.1 each, (Previous year @ Rs 0.02 (2%) of the equity shares of Rs.1/- each) and proposes to pay Rs 156.13 Lacs as dividend (Previous year 156.13 Lacs) subject to approval by the members at the ensuing Annual General Meeting.

4. SHARE CAPITAL

The paid up Capital of Syncom as on 31st March, 2015 was Rs. 78,06,52,180/- divided into 78,06,52,180 equity shares of Rs. 1/- each. During the year under review, Syncom has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015, none of the Directors of Syncom hold convertible instruments. Promoters are not holding any security convertible into equity shares during the year 2014-15.

4.1 Transfer to reserves

During the year under review your company proposes to transfer Rs 785.27 Lakhs to the general reserves. (Previous year Rs. 493.91 Lakhs)

5. FINANCE

Cash and cash equivalent as at 31st March, 2015 was Rs 677.35 Lakhs. 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.

5.1 Deposits

Syncom has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st March, 2015.

5.2 Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees & Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements. (Please refer Note 10 & 11 to the Standalone Financial Statements)

6. ECONOMIC SCENARIO AND OUTLOOK

Demographic trends in both developed & emerging markets create basis for pharmaceuticals sector growth. These include an aging population; increasing population growth & rising wealth; and an increase in lifestyle & at the same time increase in chronic diseases is also been observed. While these trends are heartening from pharmaceutical company's perspective, pharmaceutical companies around the globe continue to be battered by blockbuster drug patent expirations, ever increasing competition from generics makers, and government & health care industry efforts to control costs which is broadly demonstrated by price controls, pro-generic policies & patent challenges. Across the globe, Governments and health care prayers are looking at ways to reduce cost of rigidly rising healthcare. In recent times heavy cost of drugs has become a contentious issue & focus remains on reducing the burden on payers. Changing demographics around the world, growing awareness, affordability & patent expires every year worth thousands of Rupees are offering global generic companies tremendous opportunities for consistent growth.

Your Company believes in "Quality and Reliability" and these values have been pillars of success in the international markets. Syncom has been always on the right side of the various regulatory audits and has followed processes recommended by various regulators thereby constantly upgrading by implementing and adopting WHO-GMP guidelines.

7. INDUSTRY STRUCTURE AND OPPORTUNITIES

An analysis by IMS shows that the Indian Pharmaceuticals Market will likely grow between 10% and 11% year on year to more than 1 lakh crore by 2018. This growth will be driven by increasing affordability, increasing access particularly as private providers expand to lower tier towns and cities and favorable demographic factors-an overall increase in Indian population as well as increased prevalence of chronic, non-communicable diseases such as cardiovascular diseases, diabetics & cancer.

Several large selling drugs going off patent over next few years & increasing use of pharmaceutical generics in developed markets to reduce healthcare cost will provide attractive growth opportunities to generics manufacturers and thus Indian Pharmaceutical industry is poised for an accelerated growth in the coming years. For the near future, the Company has identified specific opportunities to leverage this growth, capitalize on its strengths & position itself as a leading science driven pharmaceutical company.

8. RISKS & CONCERNS

The Pharmaceutical regulatory environment across the world is becoming more stringent including the Indian Pharmaceutical Industry. The Industry witnessed many important changes & challenges which included the New Pharmaceutical Pricing Policy, additional oversight mechanisms for clinical trials, Fixed Dose Combinations (FDCs) and new rules being notified for new drugs as well as clinical trials.

Various Regulatory Committees were formed by the Government to streamline the current processes which resulted in delays of clinical trials & new drug approvals. These processes form an inherent part of the drug development process. The mandatory generics drive by the State Governments will also pose challenges for pharma companies in the near future.

However, poor public healthcare funding & infrastructure, low per capita consumption of medicines in developing and under developed countries including India, currency fluctuations, regulatory issues and inflation and results in all round increase in input costs, are few causes of concern.

Syncom has a Risk Management Policy in force to review and mitigate risks relevant to environmental, operational & business risks to safeguard its interest. Syncom 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 for contractual supplies to global generic companies, with a conscious endeavor for market and customer diversification. To de-risk significant concentration of domestic revenues from few brands, the Company's strategy is for focused promotion of specific brands to increase their share of revenue to overall revenue.

9. CSR INITIATIVES

In view of the profits and turnover of Syncom during the previous three years, it is required to undertake social responsibility projects during the year 2014-15 under the provisions of the section 135 of the Companies Act, 2013 and the rules made there under.

As part of its initiatives under "Corporate Social Responsibility (CSR), Syncom has undertaken projects in the areas of Education, Livelihood, Health, Water and Sanitation. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as "Annexure A" and the CSR policy is also available at the Company's website at www.sfil.in.

10. 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 contractor safety, two key areas of focus identified were Facility Management for the contractors' employees and Equipment, Tools & Material Management. The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labour such as washrooms with bathing facilities, rest rooms, availability of drinking water etc. The Equipment, Tools & Material Management program ensured that the tools used by contractors were safe. The process of screening of contractors was made more stringent to ensure that the contractors were aligned with the Company's objectives to ensure 'Zero Harm'.

11. HUMAN RESOURCES

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes 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:

* 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.

* Industrial Relations: Syncom Industrial Relations policy shares relevant business information with the Unions in order to enlighten them and make them sensitive towards business requirements. This has helped to build a healthy relationship and resolve issues through mutual dialogue.

11.1 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. No complaint was received during the year under review.

12. 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. The risk management policy of the Company is also available at the website at www.sfil.in

13. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Syncom has a vigil mechanism named vigil mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Risk Management Policy is explained in the Corporate Governance Report and also posted on the website at www.sfil.in. Vigil mechanism/Whistle Blower Policy is attached with the Annual Report as "Annexure B"

14. AUDITED FINANCIAL STATEMENTS OF THE COMPANY'S SUBSIDIARY As on 31st March, 2015, Syncom has Trade Services FZE foreign subsidiary which is 100% Wholly Owned Subsidiary Company. The Company does not have any associate or joint venture company at the beginning or any time during the year 2014-15.

There has been no change in the number of subsidiaries or in the nature of business of the subsidiaries, during the year under review. In accordance with Section 129(3) of the Companies Act, 2013, Your Company has prepared a consolidated financial statement of Syncom which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary company in the Form AOC-1 is also included in the Annual Report as the "Annexure C".

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.sfil.in. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary company have also been placed on the website of the Company, www.sfil.in. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company Secretary at the Company's registered office.

15. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNELS

At the Annual General Meeting (AGM) of Syncom held on September 22nd Sept., 2014, the Members had re-appointed all the existing independent directors viz Shri Krishna Das Neema, (DIN 02294270) Shri Vinod Kumar Kabra (DIN 01816189) and Shri Praveen Jindal (05327830) under the Companies Act, 2013 for a term of 5 years with effect from 1st April 2014, not liable to retire by rotation.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mrs. Rinki Ankit Bankda, (DIN 06946754) was appointed by the Board on 13th August, 2014 as an Additional Director under the category of Women Director as per provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, and her appointment was confirmed by the members at their annual general meeting held on 22.09.2014.

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

Syncom has appointed CS Praniti Porwal as the Company Secretary w.e.f. 1st January, 2015 and Shri Ankit Kedarmal Bankda as the Chief Financial Officer of the Company, w.e.f. 1st April, 2014 and designated them as the Key Managerial Personnels. Syncom has already having appointed Shri Vijay Shankarlal Bankda, as the Managing Director and Shri Kedarmal Shankarlal Bankda as the Whole-time director of the Company.

CS Shikha Sethi, Company Secretary and Key Managerial Personnel had resigned from the office w.e.f. 31st Dec., 2014 due to her personal reasons.

15.1 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 2014-15 viz., on 30th May, 2014, 13th August, 2014, 13th Nov., 2014 and 12th Feb., 2015. The maximum interval between any two meetings did not exceed 120 days.

15.2 Board independence

The definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges 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 Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013;

15.3 Policy on Directors' appointment and remuneration

The Policy of Syncom on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), is appended as " "Annexure D" to this Report and has also placed on the website at www.sfil.in.

15.4 Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

I. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation.

16. 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, 2015, 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 27.22 of the Notes to the Financial Statements have been selected and applied consistently and judgement 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 2015 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.

17. COMMITTEES OF THE BOARD

During the year, the Board has the six Committees, as required under the Companies Act, 2013and Clause 49 of the Listing Agreement as follows:

(a) Audit Committee

(b) CSR Committee

(c) Nomination and Remuneration Committee

(d) Stakeholders' Relationship Committee

(e) Risk management Committee

(f) Internal Committee for (Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 redressal of complaint at the workplace

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.

18. 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 also the Board for approval on a quarterly basis. The statement is supported by a Certificate from the MD and the CFO. 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.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Except that the SEBI has issued an Ex-Party Ad- Interim Order No. WTM/RKA/ISD/2014 dated 19th December, 2014 in the matter of First Financial Services Limited, and has restrain the company to access the capital market till the further order. The Company has also filed an application before the SEBI for deletion of the name of the Company which is pending before the SEBI for necessary order. Except that there are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

20. AUDITORS

20.1 Statutory Auditors

Your Company's Auditors, M/s S.P.Moondra & Co., Chartered Accountants, who were appointed for a term of three years at the Annual General Meeting of the Company held on 22nd Sept., 2014 are eligible for ratification of their appointment. They have confirmed their eligibility under Section 141(3)(g) of the Companies Act, 2013 and the Rules framed thereunder for ratification for appointment as Auditors of the Company.

Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board

20.2 Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records 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 2014-15 on a remuneration of Rs.25,000/-. 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. 5 of the Notice convening the Annual General Meeting.

Your Company has filed the Cost Audit Report for the year 2013-14 to the Central Government on 26.09.2014, which was self explanatory and needs no comments.

20.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and 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 herewith as "Annexure E". The Secretarial Audit Report is self explanatory and needs no comments as such.

21. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. 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 asset and resource base and nurturing overall corporate reputation. Syncom is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

22. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, 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 F").

22.1. MD & CFO certification

Certificate obtained from Shri Vijay Shankarlal Bankda, Managing Director and Mr. Ankit Kedarmal Bankda, Chief Financial Officer, pursuant to provisions of Clause 49(V) of the Listing Agreement, for the year under review was placed before the Board at its meeting held on 13th August, 2015.

A copy of the certificate on the financial statements for the financial year ended March, 31,2015 is annexed along with this Report as "Annexure G".

23. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

24. 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 herewith as "Annexure H".

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company since the close of the financial year ie. since 31st March, 2015. Further it is hereby confirmed that there has been no change in the nature of business of the Company.

26. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return for the year 2014-15 in Form MGT-9 is annexed herewith as "Annexure I".

27. PARTICULARS OF REMUNERATION OF EMPLOYEES

Disclosures pertaining to remuneration & other details as required under section 197(12) of the Act read with Rule 8(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure J".

In terms of provisions of section 197(12) of the Act read with Rules 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, none of the employees received remuneration in excess of Rs. 5 Lacs per month Rs. 60 Lacs or more per annum. Therefore is no information to disclose in terms of the provisions of Sec 136(1) of the Companies Act, 2013

28. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued 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.

29. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward- looking within the meaning of applicable securities laws and regulations.

Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

By order of the Board of Director KEDARMAL BANKDA Place: Indore Chairman & Whole Time Director Date : 13th August, 2015 DIN : 00023050

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 26th Annual Report and Audited Statement of Account for the year ended 31 st March 2014

1. FINANCIAL PERFORMANCE

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

Financial Results (Rs. In Lacs)

Particulars Year ended Year ended 31/03/2014 31/03/2013

Net Sates and other incomes 15240 90 11609.81

Profit before interest, depreciation and tax 1735.50 1178.86

Less: Financial Charges 35.53 42.95

less: Depreciation 307.33 291.00

Profit before Taxation 1392.664 844.91

Provision for Taxation for current year 431.51 228.14

Difference in income tax for previous year (29.38) 5.42

Deferred Tax 58.85 45.76

Net Profit after tax 931.66 565.59

Add: Balance brought forward from previous years 450.76 440.70

Amount available for appropriation 1382.42 1006.29

Appropriation transfer to general Reserve 493.92 400.00

Proposed Dividend 156.13 133.83

Corporate Dividend Tax 26.53 21.71

Balance earned to the Balance Sheet 705.84 450.75

*EPS for equity shares of Re. leach (in Rs.) (Annuaized) 0.12 0.07

* Note: In compliance with the accounting standard 20-eaming per share (E.P.S.)the company has given effect to the sub division of shares and issue of bonus shares in computing earning per share for the comparative periods.

2. REVIEW OF OPERATIONS:

During the year under review Company has achieved a total turnover of Rs. 15240.90 lacs as compared to Rs. 11609.81 lacs during the previous year and registered growth of 31.28% over previous year as well as has generated profit after tax of 931.66 lacs as compared to Rs 565.59 lacs during the previous year and registered growth of 64.72% in the profits on YOY basis. Your management is hopeful for further improvement in the business climate in the coming period.

3. MARKETING AND EXPORT:

During the year under review the company achieved export turnover of Rs. 10545.29 lacs, as compared to Rs 7491.54 lacs during the previous year and registered growth of 40.76% over the previous year The company has stepped up efforts in increase the export market to new geographical locations/ countries and expects significant improvement in future years.

Company's prospects in domestic market

Cratus Life Care, a division of the company for domestic market has generated turnover of Rs. 4195.91 lacs as compared Rs.3682 93 lacs during previous year and registered growth of 13.92%, the management is hopeful for further remarkable growth in the domestic market in the coming years.

The result of OTC. Generic and ethical division remains satisfactory. It is expected that the division shall become driver of growth of company in coming years.

4. DIVIDEND:

Your Company always strives to enhance stakeholders and customers satisfaction value. In pursuance of the same, your directors are pleased to recommend payout of 23rd dividend @ Rs.0.02 (2%) on the equity share of Re.1 each. (Previous year @ Rs 0.60 (6%) of the equity shares of Rs. 10/- each) and proposes to pay Rs. 156.13 Lacs as dividend (Previous year 133.83 Lacs) subject to approval by the members at the ensuring Annual General Meeting

5. SHARE CAPITAL

In accordance with the special resolutions passed by the members at their 25th Annual General Meeting held on 5th August. 2013 the Company has sub divided the equity shares of Rs 10 (Rs Ten only) each to Re.1- (Rs. One only) each as well as upon completion of the 25th years of the Company, 55.76,08.700 (Fifty Five Crores Seventy Six Lacs Eight Thousand Seven Hundred only) Equity Shares of Re. 1 (Rupees One only) were issued as the bonus shares to the existing members in the proportion of 5 (Five) Equity shares of Re.1/- (Rupees One only) for every 2 (Two) equity shares of Re 1 (Rupees One only) held by the members on 22nd August. 2013 and the above said shares were got listing at the BSE Ltd Now the paid up capital of the company has been increased from Rs. 22,30,43,480 to Rs. 78,06,52,180.

6. TRANSFER OF UNPAID DIVIDEND TO THE INVESTORS EDUCATION AND PROTECTION FUND:

During the year, unclaimed dividend of Rs. 1614038.40 for the year 2005-06 was transferred to the Investors Education and Protection Fund (IEPF). of the Central Government, which was remained unpaid or unclaimed over a penod of 7 (Seven) years as required by the Investor Education and Protection Fund. The Company is having un-paid/undaimed dividend amount of Rs. 12,95,903/- as at 31 st March, 2014 (from 2006-07 to 2012-13).

7. DIRECTORS:

The tenure of Shri. Vijay Bankda. (DIN 00023027) as the Managing Director is being expired on 30.11.2014 upon completion of five years, therefore the Board has re-appointed him as the Managing Director of the Company w.e.f. 01.12.2014 for a further period of five years and recommend to pass the special resolution as set out in the Item No. 5 of the notice.

Shri Krishna Das Neema (DIN 02294270) and Shri Kedarmal Bankda (DIN 00023050) are liable to retire by rotation. For the good corporate governance, all the existing independent directors Shri Vinod Kumar Kabra (DIN 01816189). Shri Knshna Das Neema (DIN 02294270) and Shri Praveen Jindal (DIN 05327830) are proposed to be appointed at the ensuing annual general meeting not liable to retire by rotation as Independent Directors for a term of 5 years as per requirement of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement and they shall be eligible to hold the office of the independent directors till 31 st March. 2019.

The Company has received notice in writing from the members as required under section 160 of the Act for proposal for appointment of all the Independent Directors of the Company at the ensuing Annual General Meeting The Independent Directors have submitted a declaration confirming that they meets the criteria for independence as provided in section 149(6) of the Act as well as Clause 49 of the Listing Agreement and are eligible for appointment as Independent Directors of the Company.

In the opinion of the Board the above said three directors fulfills the conditions specified in the Act and the Rules made there under as well as Clause 49 of the Listing Agreement for their appointment as Independent Directors of the Company and recommend their appointment and to pass the Ordinary Resolutions as set out in the Item No. 6 to 8 of the notice of the annual general meeting.

Mrs. Rinki Bankda (DIN 06946754) was appointed as an additional director of the company in the category of Women Director w.e.f. 13th August. 2014. The Company has received a notice under section 160 of the Companies Act, 2013 from a member, signifying his intention for appointment of her as a director of the company at the forthcoming Annual General Meeting.

8. DIRECTORS RESPONSIBILfTY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956. and based on the representation received from the operating management, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures:

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that have been reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review:

c they have taken proper and sufficient care to the best of their Knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of this Act. They confirm that there are adequate systems and controls for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

d. they have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis;

9. CORPORATE SOCIAL RESPONSIBILITY:

Your directors have constituted the Corporate Social Responsibility Committee (CSR Committee), comprising of Shri Kedarmal Bankda, as the Chairman and Shri Vijay Bankda and Shri K.O. Neema. members of the Committee as per the requirement of the section 135 of the Companies Act. 2013 read with the Companies (Corporate social Responsibility Policy) Rules. 2014.

The Said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR activities

10. PARTICULARS OF EMPLOYEES:

Your company did not have any person in employment yet, if employed throughout the financial year or part thereof, was in receipt of remuneration, particulars of which are required to be included in this report as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

11. ENERGY CONSERVATION AND OTHER REPORTING:

The details of Energy Conservation in terms of section 217(1)(e) of the Companies Act, 1956. read with the Companies (Disclosures of particulars in Report of Directors Report) Rules. 1988 are enclosed forming part of this report in Annexure-A.

12. FIXED DEPOSITS:

Your company has not accepted or invited any deposits from public within the meaning of Section 58Aand 58AA of the Companies Act, 1956, during the year under review, and that there is no overdue unpaid/ unclaimed deposit as at 31 st March. 2014.

13. AUDITORS:

M/s S.P. Moondra & Co.. Chartered Accountants. Indore, statutory auditors of the Company, who holds the office until the ensuing Annual General Meeting. The said Auditors have furnished the Certificate of their eligibility for re- appointment.

Pursuant to the provisions of section 139 and other applicable provisions, if any, of Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules. 2014 it is proposed to appoint M/s S.P. Moondra & Co.. Chartered Accountants (ICAI Firm Registration No. 004879C), the retiring Auditors of the Company as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Twenty Ninth AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM) on such remuneration as may be decided & fixed by the board on the recommendations of the Audit Committee. The Auditors' Report read with notes to accounts are self-explanatory and needs no comments.

14. SECRETARIAL AUDITORS:

The company has appointed M/s. D.K. Jain & Co., Company Secretaries (C.P. No. 2382) as the secretarial Auditors for the year 2014-15 as required under section 204 of the Companies Act, 2013.

15. COST AUDITORS:

Pursuant to the directives of the Central Government under the provisions of section 148 and all other applicable provisions of the Companies Act. 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company is required to appoint the Cost Auditors for the year 2014-15. The Cost Audit Report for the year 2013-14 would be filed to the Central Government within the stipulated time.

16. CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices and follows the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all the mandatory requirements as applicable to the Company. A report on the Corporate Governance together with the Auditors Certificate are set out in the Annexure B attached to this report.

17. PERSONNEL:

The Company continued to have cordial and harmonious relationship with its employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market conditions.

18. ACKNOWLEGMENTS:

Your directors take this opportunity to express their gratitude for the assistance and continued cooperation extended by the banks, government authorities, customers and suppliers. The directors are pleased to record their sincere appreciation for the devotion and senses of commitment shown by the employees at all levels and acknowledge their contribution towards sustained progress and performance of your company.

Place: Indore By order of the Board of Director Date 13 th August, 2014 Syncom Formulations (India) Ltd. ClN: L24239MH1988PLC047759 7. Niraj industrial Estate. KEDARMAL BANKDA Off Mahakali Caves Road. Chairman & Whole Time Director Andheri (E), Mumbai (MS) 400093 DIN : 00023050

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Mar 31, 2013

To The Members, Syncom Formulations (India) Limited

The Directors have pleasure in presenting Iheir 25tb Annual Report and Audited Statements of Account for the year ended 31 st March 2013.

1. FINANCEAL PERFORMANCE

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

Financial Results (Rs.In Lacs}

Particulars Year ended Year endtd 31/03/2013 31/03/2012

NetSalesanc Oilier incomes 116.51 11904.77

Profit hef ore interest, depreciation and lax 1175.86 859.35

Lags. Financial Chagoa 42.95 41.69

Depreciation 231.00 271,58

Profit beforaTaxanon 644,91 546,03

Provision forTaxa to for currant year 6.11

Difference in income tax for previous year 5.42 0,55

Deferred Tax 45.76 85,93

Nat Profit alter tax _565.59 360,56

Add: Balance brought forward from previous years 440.71 345.56

Amountavailabfe for appropriation 1006.30 656,24

Appropriation; Transfer to cenera Reserve 400.00

Proposed PtvHand 133-83 133-93

Corporate Dividend Taj 21.71 21.71

Balance carried 1& the Balance Sheet 45P.76 440.70

E.P.S.(lnRE.)(Annuallawl- 3.54 1.57

2. REVIEW OF OPERATIONS:

During Hie yea* under review Company has achieved a total turnover of Rs. 11609.81 lacs as compared to Rs 11904.77 lacs during the previous year. The Company has generaled profit after Ian of 565.59 lacs as compared to Rs 350.55 lacs during ttie previous year and registered growth of 61-34% in fie profits On YOY basis.

Your management is hopeful for further improvement in the business climate in ttie coming period.

3. MARKETING AND EXPORT:

Despite unstable overseas market, during the year under review the company could achieve export turnover of Rs. 7491.54 lacs, as compared to Rs.90M.24 lacs during the previous year. The company has stepped up efforts in increase the export market to new geographical locations/countries and expects significant improvement in future years.

Company''s prospects in domestic market CratusLife Care, domestic division of company, is now a known name and enjoy a good image in domestic market and has generated turnover of Rs. 3SS2.93 lacs as compared Rs.2126.2S lacs during previous year. The management is hopeful for further remarkable growth in me domestic market in the coming years.

The resullof OTC, Generic and ethical division remains satisfactory. Ills expected that the domestic division shall become driver of growth of company in coming years.

4. DIVIDEND:

Your Company always strives is to enhance stakeholders and customers satisfaction value. In pursuance of the same your directors are pleased to recommend payout of 22nd dividend @ Rs.0.60 (6%) per equity share of Rs.10Y- each, and proposes to pay Rs. 133.63 Lacs to the members subject to approval by the members at (he coming Annual General Meeting. {Previous year @ Rs 0.60 (6%) Rs.l 53.83 Lacs).

5. SHARE CAPITAL

In order to provide liquidity and broad base to the investors of the Company, your Board at its meeting held on 3th July. 2013 has decided to sut dfvide the present equity shares of Rs. 107-(Rs. Ten only} each to Rs. 1f-(Rs. One only) each. Further mat your Board of directors are pleased to inform that upon completion of the 25th years of the Company, the Board announces for issuance of 55,76.05.700 (Fifty Five Crores Seventy Six Lacs Eight Thousand Seven Hundred only) Equity Shares of Rs. 1/- (Rupees One only) to the existing members inttie proportion of 5 (Five) Equity snares of Rs.1/- (Rupees One only) for every 2 (Two) equity shares of Rs. {- (Rupees One only) held by the menrtere as ot me record date as may t-e declared by Ihe Board.

6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FU ND: During the year, unclaimed dividend of Rs. 6,69,300V- for the year 2004-05 was transferred
7. BOARD OF DIRECTORS:

The Board consists of executive and non-execulive directors including independent directors who have wide and varied experience in different disciplines of corporate Functioning.

Shri Vinod Kumar Kabra, Director is liable to retire by rotation at the ensuing Annual General meeting and being eligible offers himself lor re-appointment. Your directors recommend to pass necessary resolution as proposed in the notice Df the Annual General Meeting.

t, DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 21-(2AA) of the Companies Act, 1955, yourdirectors state that;

- In the preparation of accounts, the applicable accounting standards and Schedule VI have been followed.

-Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were rnade so as to give a Irue and tear view of ttie slate of affairs of the Company as at the end of March 31.2013 and the profit ofttie Company torthe year ended on that date.

- Proper and sufficient care has been taken for the maintenance or adequate accounting records in accordance iNitti the provisions of Companies Act 1956 for safeguarding ttie assets Df the Company and for preventing and detecting frauds and ottier irregulanbes.

- The annual accounts of the Company have been prepared on a going concern basis.

9. PARTICULARS OF THE EMPLOYEES:

There were no employ ees in lhe company who, if employed throughout or part of the financial year, were in receipt of remuneration, whose particulars if so employed, are required to be included in the Report of directors in accordance wilh the provisions of Section 217(2 A) of the Companies Acl. 1956, read with the Companies (Particulars of Employees) Rules. 1975.

10. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under section 2l7(l)(e) of the Companies Act, l956,readwilh1heCompanies (Disclosures of Particulars in ttie Report of Board of Directors) Rules. IMS and particulars of employees are set out in the Annexure 1 attached to this report.

11. PUBLIC DEPOSITS:

Your Company has not accepted any public deposit within Ihe meaning of provisions of section 53Aand SSAAof ttie Companies Act, 1955 and mere is no outstanding deposit doe for re-payment.

12. AUDITORS AND TRE1RREPORT:

W$ S.P. Moondra * Co., ttie statutory auditors of me Company (R.No.004679C) will retire at Ihe conclusion of the forthcoming Annual General Meeting and the company is in receipt of confirmation from them that if they are reappointed, their appoinlmentwill be in accordance witti ttie limit mentioned in section 224{1 B) of the Companies Act, 1956.

Commenlsof fie Auditors in Iheir report and (he notes forming part of Accounts are self-explanatory and need no comments.

IS.COSTAUDfTORS

The Company has appointed M/s M.Goyal & Co., (Membership No. 00051/07/2006} Cost Accountant as ttie Cost Auditors of the Company for the Financial Year 2012-13 after obtaining approval of the Cental Government. The

Cost Audit Report for me year 2011-12 was filed on 30to Sept.. 2012, and the Cost Audit Report for the year 2012-13 would be filed within the stipulated lime. The Cost Auditors Report is self explanatory and needs no comments. The Company has re-appointed Die above firm as the Cost Auditors For Ihe company for Ihe financial year 2013-14.

14. CORPORATE GOVERNANCE;

Your Company is committed to good Corporate Governance Practices and follows tiie rjtjtdelwies prescribed by the SEBI and Stock Exchanges fnom time to lime. Ttie Company has implemented all the mandatory requirements as applicable to Ihe Company. A report on Ihe Corpoiate Governance together with Ihe Auditors Certificate is set out m the annexureStothis report.

15. PERSONNEL

Tne Company continued to have cordial and harmonious relationship with its employees. In totality our employees have shown a nigh degree of maturity and responsibility in responding to Ihe changing environment, economic and Ihe market conditions.

16. ACKNOWLEDGMENTS:

Your directors take mis opportunity to express Iheir gratitude for Ihe assistance and continued cooperation extended by the banks, government authorities. customers and suppliers. The directors are pleased to record their sincere appreciation forthe devotion and sense of commitment shown by the employees at all ievefs and acknowledge Iheir contribution towards sustained progress and performance of your company.

For and on behalf of tne Board of Directors

Place: Indore KEDARMAL BANKDA

Date 31st July, 2013 CHAIRMAN

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Mar 31, 2012

The Directors have pleasure in presenting their 24th Annuai Report and Audited Statements of Accounts for the year ended 31" March 2012.

1. FINANCIAL PERFORMANCE

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

Financial Results (Rs. In Lacs)

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

Net Sales and Other incomes 11,938.64 7,668.68

Profit before interest, depreciation and tax 859.35 331.41

Less: Financial Charges 41.69 50.18

Less: Depreciation 271.58 236.42

Profit before Taxation 546.08 44.81

Provision for Taxation for currentyear 109.04 8.31

Difference in income tax for previous year 0.55 11.81

Deferred Tax 86.93 4.28

Net Profit aftertax 349.56 20.41

Add: Balance brought forward from previous years 345.68 454.88

Amount availablefor appropriation 695.24 475.29

Appropriation: Transfertogeneral Reserve 100.00 0.00

Proposed Dividend 133.83 111.52

Corporate Dividend Tax 21.71 18.09

Balance carried to the Balance Sheet 439.70 345.68

E.P.S. {in Rs.) (Annualized) 1.57 0.14

2. REVIEW OF OPERATIONS:

During the year under review Company could achieve a total turnover of Rs. 11,938.64 lacs as compared to Rs. 7,668.68 Lacs during previous year thereby registering growth of 55.68% in turnover YOY basis. The company generated profit of Rs. 349.56 lacs as compared to Rs 20.41 lacs during the previous year. Your management is hopeful for further improvement in the business climate in the coming period.

3. MARKETING AND EXPORT:

During the year under review the export sales of the company increased to Rs. 9,130.11 lacs which registered a growth of 79.80% over the previous year sales of Rs. 5,077.43 lacs. The Company has stepped up efforts in increasing the export market to new geographical locations / countries and expects significant improvement in future years.

Company's prospects in domestic market

Cratus Life Care, domestic division of the company is now a known name and enjoys a good image in the domestic market. Generic segment launched during the year under review to enlarge the domestic market share.

The results of OTC & Ethical segment remain satisfactory. It is expected that these segment shall become growth driver of company in coming years.

4. DIVIDEND:

Your Director's philosophy is to enhance stakeholders and customers satisfaction value. In continuation of said philosophy your directors are pleased to recommend payment of 21st dividend @ Rs.0.60 (6%) per equity share of Rs.10/-each, and proposes to pay Rs. 133.83 Lacs to the members subject to approval by the members atthe coming Annual Genera! Meeting. (Pre. Yr. @ Rs.0.50 (5%) Rs. 111.52 Lacs).

5. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, unclaimed dividend of Rs. 1,62,619 for the year 2003-04 was transferred to the Investor Education and Protection Fund(IEPF), as required by the Investor Education and Protection FundfAwareness and Protection of Investors) Rules, 2001. The Company is having un-paid/ unclaimed dividend amount of Rs. 2182,648 as at3f March, 2012(from 2004-05 to 2010-11).

6. BUSINESS

Setting up of a wholly owned subsidiary in UAE with the object of trading in Pharmaceutical Products, Medical, Surgical Articles & Requisites Trading and Medical, Surgical Equipments Instruments Trading. The subsidiary is expected to commence operation in 2013-14.

7. BOARD OF DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

Shri Vijay Bankda, the Managing Director is liable to retire by rotation at the ensuing Annual General meeting and being eligible offers himself for re- appointment. Your directors recommend to pass necessary resolution as proposed in the notice of the Annual General Meeting. Shri Praveen Jindal, was appointed as the Additional Director of the Company w.e.f. 12th July, 2012. The Company has received a notice from a member under section 257 of the Companies Act, 1956, signifying his intention for appointment as a director of the Company atthe forthcoming annual general meeting. Further Mr. Sanjay Mehta has resigned from directorship with effect from 12,hJuly2012.

8. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors state that:

- In the preparation of accounts, the applicable accounting standards have been followed.

- Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2012 and the profit of the Company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

- The annual accounts of the Company have been prepared on a going concern basis.

9. PARTICULARS OF THE EMPLOYEES:

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

10. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars as prescribed under section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 and particulars of employees are set out in the Annexure 1 attached to this report.

11. PUBLIC DEPOSITS:

Your Company has not accepted any public deposit within the meaning of provisions of section 58Aand 58AAof the Companies Act, 1956 and there is no outstanding deposit duefor re-payment.

12. AUDITORS AND THEIR REPORT:

M/s S.P Moondra & Co., the statutory auditors of the Company (R.No. 004879C) will retire at the conclusion of the forthcoming Annual General Meeting and the company has in receipt of confirmation from them that if they are reappointed, their appointment will be in accordance with the limit mentioned in section 224(1 B) of the CompaniesAct, 1956.

Comments of the Auditors in their report and the notes forming part of Accounts are self-explanatory and need no comments.

13. COST AUDITORS

The Company has appointed Cost Auditors M/s M. Goyal & Co., Cost Accountant (Membership No. 09051/07/2008) with the approval of the Central Government for the Financial Year 2011-12. The Cost Audit Report for the year 2010-11 was due on 30th Sept., 2011 which is in process for filing and shall be filed after notifying the XBRL forms by the Central Government. The Company has reappointed the above said firm as the Cost Auditors for the company for the financial year 2012-13 which has already been approved by the Central Government.

14. CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices and follows the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all the mandatory requirements as applicable to the Company. A report on the Corporate Governance together with the Auditors Certificate are set out in the annexure 2 attached to this report.

15. PERSONNEL

The Company continued to have cordial and harmonious relationship with its employees. In totality our employees have shown a high degree of maturity and responsibility .in responding to the changing environment, economic and the market conditions.

16. ACKNOWLEDGMENTS:

Your directors take this opportunity to express their gratitude for the assistance and continued cooperation extended by the banks, government authorities, customers and suppliers. The directors are pleased to record their sincere appreciation for the devotion and sense of commitment shown by the employees at all levels and acknowledge their contribution towards sustained progress and performance of your company.

For and on behalf of the Board of Directors

Place: Indore KEDARMAL BANKDA

Date : 2nd August, 2012 CHAIRMAN

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Mar 31, 2010

The directors have pleasure in presenting their 22"" Annual Report and Audited Statements of Accounts for the year ended 31sl March 2010.

1. FINANCIAL PERFORMANCE

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

Financial Results (Rs. In Lacs)

Particulars Year ended Year ended

31/03/2010 31/03/2009

Net Sales and Other incomes 8,575.26 5,831.75

Profit before interest, depreciation and tax 956.18 747.76

Less: Financial Charges 54.73 53.17

Less: Depreciation 217.39 140.08

Profit before Taxation 684.06 554.51

Provision for Taxation for current year 217.44 122.20

Difference in income tax for previous year 10.09 116.60

Fringe Benefit Tax 0 14.34

Deferred Tax 15.18 36.98

Net Profit after tax 441.35 264.39

Add: Balance brought forward from previous years 364.94 305.16

Amount available for appropriation 806.29 569.55

Appropriation: Transferto general Reserve 250.00 150.00

Proposed Dividend 86.67 46.69

Corporate Dividend Tax 14.73 7.93

Balance carried to the Balance Sheet 454.89 364.93

E.P.S. (in Rs.) (Annualized) 5.18 4.25

2. REVIEW OF OPERATIONS:

During the year under review Company achieve total turnover of Rs.8575.26 lacs as compared to Rs 5831.75 lacs during previous year thereby registering growth of 47.04% in turnover YOY basis. The company generated profit of Rs.441.35 as compared to Rs 264.39 lacs during the previous year thereby registering growth of 66.93% YOYbasis.

3. MARKETING AND EXPORT:

During the year under review the export sales of the company increase to Rs 6860.77 lacs as compared to previous year Rs 4655.58 lacs which registered a growth 47.36%. The company increased efforts in building up of the export market in various countries and expects significant improvement in current and future years.

Companys prospects in domestic market

Cratus Life Care, is the domestic division of your company and is carrying marketing in the Ethical and OTC divisions of formulations products of the Company. Ethical division comprises mainly of therapeutic divisions such as Vitamins, Nutritional Supplements, Cough and Cold, Gynecology, Orthopedics & Dermatology divisions. In order the increase its market share, your company plans to make major investment on media promotions for its certain products to enable market seeding and market creation. This coupled with other marketing efforts of company is expected to enable the company to maintain and increase its market share in market segments in which it has presence. Further that your company is making all the efforts to grow and develop revenue under its only two operating divisions viz Export business under Syncom Formulations (India) Limited and Domestic Business under Cratus Life Care (A Division of Syncom Formulations (India) Limited.

4. CONTRACT MANUFACTURING:

Your company has been doing contract manufacturing for certain large companies in various therapeutic divisions. Your Company intends to expand the contract manufacturing activities on a major scale in near future to utilized its spare capacity in various divisions.

5. DIVIDEND:

Your Directors philosophy is to enhance stakeholders and customers satisfaction value. In continuation of said philosophy your directors are please to recommend payment of 19* dividend @ Rs.0.50 per equity share including the new 49,24,000 equity shares allotted on 30* June, 2010 under the preferential issue subject to approval by members at the coming Annual General Meeting.

6. ISSUANCE OF NEW SECURITIES:

Looking into the expanded capacity available with the Company, in order to utilize the same, requirement for long term working capital has substantially increased for the increasing export and domestic turnover. Your company has raised new shares of Rs. 10/- each at a premium of Rs.7/- per shares through right issue of equity share to the members of the Company in the ratio of one equity share for every 2 equity shares held by the members together with the Detachable Warrants given entitlement of one equity share allotted under the Right at a price of Rs.17/- per shares with the total capital being raised Rs.1051.42 lacs. The Companys issue was fully subscribed and the proposed new shares have been listed at the Bombay Stock Exchange Ltd. The existing 3,25,000 Warrants of Rs.46 each, convertible into equity share of Rs.10/- each at a premium of Rs.36 per equity share on 29* March, 2008 were forfeited during the year under review.

Further that your company has issued 49,24,000 Equity Shares of Rs.10/- each at a premium of Rs.18/- per share aggregating Rs.1378.72 lacs on 30* June, 2010 as perthe special resolution passed u/s 81 (1 A) of the Companies Act, 1956 by the members at their extra ordinary general meeting held on 16* May, 2010 for consideration otherwise then in cash for acquisition of various properties from the promoter group of the Company on preferential basis as per SEBI (ICDR) 2009.

Your company has further issued 49,70,000 Warrants convertible into equity shares of Rs. 10/- each at a price of Rs.28/- per share (including premium of Rs. 18/- per share) on 30* June, 2010 to the strategic investors as per the special resolution passed u/s 81(1 A) of the Companies Act, 1956 by the members at their extra ordinary general meeting held on 16* May, 2010 to meet out the long term working capital requirements of the Company.

7. PURPOSE OF RAISING FUNDS AND ITS UTILISATION ON THE DATE OF DIRECTORS REPORT:

Date of issuance Purpose of raising Amount raised Amount utilized of securities capital (Rs. in Lacs) (Rs. In Lacs)

On 25/05/2009 through For long term working

Right issue capital requirements 529.12 529.12

On 25/03/2010

conversion of warrants issued with right —do— 522.38 522.38

On 30/06/2010 Prefer- For acquisition of

ential issue of shares various properties 1,378.72 1,378.72

On 30/06/2010 Prefer- For long term working

-ential issue of warrants capital requirements 347.90 347.90

8. OPEN OFFER FOR ACQUISITION OF SHARES

The Board of Directors allotted 4924000 Equity Shares to the promoters and persons acting in concert with them by way of preferential allotment on 30* June 2010. This allotment led to compulsory triggering of takeover as per SEBI (SAST) Regulations, 1997 as amended and therefore the Promoters had to give Open Offer to the public for acquisition upto 20% of the Equity Shares of Rs. 10/- each. Therefore, the acquirers had made Public Announcement on 6* July 2010 for acquiring upto 34, 66,870 Equity Shares from Public Shareholders of the Company at an Offer Price of Rs. 34/- Per Share.

9. BOARD OF DIRECTORS:

The Board consists of Executive and Non-Executive Directors including independent Directors who have wide and varied experience in different disciplines of corporate functioning.

CA Sanjay Mehta and Shri Vinod Kumar Kabra are liable to retire by rotation at the ensuing Annual general meeting and being eligible offers himself for re- appointment.

Shri Vijay Bankda was re-appointed as the Managing Director by the Board at their meeting held on 30* Oct., 2009 for a further period of 5 years w.e.f. 1" Dec, 2009 on the terms and conditions as set out in the notice of the Annual General Meeting.

Your Directors recommend to pass necessary resolutions for the above said purposes as proposed in the notice of the Annual General Meeting.

10. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956, your directors state that:

- In the preparation of accounts, the applicable accounting standards have been followed.

- Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31,2010 or,; the profit of the Company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

- The annual accounts of the Company have been prepared on a going concern basis.

11. PARTICULARS OF THE EMPLOYEES:

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

12. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars as prescribed under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 and particular of employees are set out in the annexure 1 attached to this report.

13. PUBLIC DEPOSITS:

Your Company has not accepted any public deposit within the meaning of provisions of section 58Aand 58AAof the Companies Act, 1956 and there is no outstanding deposit due for re-payment.

14. AUDITORS AND THEIR REPORT:

M/s S.P. Moondra & Co., the statutory auditors,of the Company will retire at the conclusion of the forthcoming Annual General Meeting and the company is in receipt of confirmation from them that if they are reappointed, their appointment will be in accordance with the limit mentioned in section 224(1 B) of the Companies Act, 1956.

Comments of the Auditors in their report and the notes forming part of Accounts are self-explanatory and need no comments.

15. CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices and following to the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all the mandatory requirements as applicable to the Company. A report on the Corporate Governance together with the Auditors Certificate are set out in the annexure 2 attached to this report.

16. PERSONNEL:

The Company continued to have cordial and harmonious relationship with its employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market conditions. 17.ACKNOWLEGMENTS:

Your directors take this opportunity to express their gratitude for the assistance and continued cooperation extended by the Banks, financial institutions, government authorities, customers and suppliers, the director are pleased to record their sincere appreciation for the devotion and sense of commitment shown by the employees as all levels and acknowledge their contribution towards sustained progress and performance of your company.

For and on behalf of the Board of Directors

Place: Indore KEDARMAL BANKDA

Date : 14th August, 2010 CHAIRMAN