syncom formulations india ltd Management discussions

To,

The Members of,

Syncom Formulations (India) Limited

The Directors presenting their 34^th Annual Report together with the Audited Standalone Financial Statements of Syncom Formulations (India) Limited ("the Company"or "Syncom") for the year ended 31^st March, 2022.

HIGHLIGHTS OF PERFORMANCE/STATE OF AFFAIRS

• Total income for the year was Rs. 23,165.57 Lakhs as compared to Rs. 25,194.61 Lakhs in the previous year;

• Net sales for the year was Rs. 21,966.32 Lakhs as compared to Rs. 24,480.51 Lakhs in the previous year;

• Profit before tax for the year was Rs. 2,617.60 Lakhs as compared to Rs. 4,070.39 Lakhs in the previous year; and

• Profit after tax for the year was Rs. 1,979.05 Lakhs as compared to Rs. 2,917.20 Lakhs in the previous year.

Financial Results (Rs. In Lakhs)

Particulars	Year Ended On
	31.03.2022	31.03.2021
Revenue from Operations (Net)	21,966.32	24,480.51
Other Income	1199.25	714.10
Total Income	23,165.57	25,194.61
Total Expenditure except Interest and Depreciation	20,020.02	20,696.62
Profit before Interest, Depreciation & Tax (EBIDTA)	3,145.55	4,497.99
Less: Interest	135.52	27.11
Less: Depreciation	394.84	403.49
Profit before Tax and exceptional item	2615.19	4,067.39
Less: Exceptional Item	(2.41)	(3.00)
Profit before Tax	2,617.60	4,070.39
Less: (a) Current Tax	643.09	1029.01
(b) Tax adjustments related to previous year	(18.51)	101.07
(c) Deferred Tax	13.97	23.11
Net Profit for the Year	1979.05	2917.20
Add: Other Comprehensive Income	121.70	65.58
Total Comprehensive Income	2100.75	2982.78
Paid up Equity Share Capital	8624.53	7899.52
EPS (Equity Shares of Re. 1/- each) - Basic (in Rs.)	0.26	0.38
- Diluted (in Rs.)	0.24	0.37

During the year under review, 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 and achieved the total revenue of Rs. 23,165.57 Lakhs in the F.Y. 2021-22 with the dedicated efforts of the management and entire team.

DIVIDEND

Syncom always strives to enhance stakeholders value. In pursuance of the same your directors are pleased to recommend payout of dividend @ Rs. 0.03 (3.00%) on the equity share of Re.1 each, (Previous year 202021: NIL) and proposes to pay Rs. 282.00 Lakhs as dividend on the equity share capital as exist on the date of dividend needs to be paid as ranking paripassue with the existing shareholders (Previous year 2020-21:NIL) subject to approval by the members at the ensuing Annual General Meeting.

DIVIDEND DISTRIBUTION POLICY

Your directors are pleased to inform that your company have been categorized as Top 1000 Company by the BSE Ltd., based on the market capitalization as at 31^st March, 2022, therefore as per Regulation 43A of the SEBI (LODR) Regulations, 2015 ("Listing Regulations"), the top 1000 listed companies needs 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. The policy is available on the website of t h e C o m p a n y a t t h e w e b l i n k http://www.syncomformulations.com/index.php?option=com_docman&It emid=105

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 of 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 12^th January, 2021 and issued said warrants by the Board at their meeting held on 25^th January, 2021 through preferential issue under Section 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 total 15,93,47,820 convertible warrants issued 93,00,000 convertible warrants of Rs. 2.53 were converted into equity shares of Rs. 1/- each at a premium of Rs. 1.53 per share at the exercise of option of the Warrant holders on 27^th of March 2021 into 93,00,000 equity shares and necessary listing and trading approval was obtained from the BSE Ltd.

Your Board would like to further appraise that during the present financial year, the company has also converted 4,00,00,820 warrants into 4.00. 00.820 equity shares of Rs. 1/- at a premium of Rs. 1.53 per share at the Board meeting held on 27^th August, 2021 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.Further that the company has also converted 3,25,00,000 warrants into

3.25.00. 000 equity shares of Rs.1/- at a premium of Rs. 1.53 per share at the Board meeting held on 25^th February, 2022 and for which necessary listing and trading approval of the aforesaid shares was also received from the BSE Ltd. Resulting the paid-up share capital is increased to Rs. 86,24,53,000 divided into 86,24,53,000 equity shares of Rs. 1/- each as at 31^st March, 2022 and 7,75,47,000convertible warrants outstanding for conversion into the equity shares of the Company at the option of the Warrant holder as at 31^st March, 2022.

Your Board pleased to further inform after closure of the financial year 2021-22, the company has also converted 7,75,47,000 remaining 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 28^th May, 2022 and for which the listing and the trading approval was received from the BSE Ltd. Now 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.

Your Board place on record their sincere thanks to all the investors for having confidence in the management of the Company.

Your Company proposes to get listing of the entire share capital with National Stock Exchange (NSE) to have more liquidity for investors and making necessary efforts for seeking approval from NSE.

EXPANSION PLAN

Your Board of Directors at their meeting held on 18^th 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 expansion plan is submitted to BSE Limited in its corporate announcements. The details of the expansion project and utilization of the funds is given the Corporate Governance Report annexed to the Board Report.

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 to transfer any amount to the general reserves (Previous year: NIL).However, the company has received security premium amount of Rs. 1109.26 Lakhs during the year under review (Previous Year: 142.29 Lakhs).

The total accumulated reserves of the Company at the financial year ending 31^st March, 2022 were Rs. 13093.58 Lakhs as compared to the previous financial year Rs. 9883.57 Lakhs.

FINANCE

Cash and cash equivalent as at 31^st March, 2022 was Rs.30.17 Lakhs as compared to Rs. 275.14 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.

IMPACT OF COVID-19 PANDEMIC

Due to frequent waves of Covid-19 and multiple restrictions imposed by the government, the company executives were unable to travel which is essential in global business and has affected the overall performance. After the travel restrictions were lifted the company is focused on developing new avenues of business which will be reflected in future performance.

While in middle of the pandemic, it was important to not only operate in safe environment but also boost the morale of the employees. The company implemented safety measures such as social distance, thermal screening and awareness campaigns to ensure the safety and security of our staff, the company made sure that it?s all personnel are vaccinated on time and healthy to deliver the best. Employees are provided facilities such as transportation, face masks and sanitizers and the said facilities were regularly fumigated and sanitized to keep everybody safe.

BUSINESS RESPONSIBILITY REPORT(BRR)

From the year 2021-22 being the Top 1000 Company at the BSE Ltd. based on market capitalization, the Listing Regulations mandates the company now for inclusion of the BRR as the part of the Annual Report. Business Responsibility Report for the year under review, as stipulated under Regulation 34(2)(f) of the Listing Regulations read with the SEBI Circular No. CIR/CfD/CMd/10/2015 dated November 4, 2015 is given in the separate section forming a part of this Annual 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. 2,24,438/- and has also transferred corresponding 2,40,980 equity shares of Re. 1/- each for the F.Y. 2013-14 to the IEPF Authority as per the requirement of the IEPF rules.

The details relating to dividend remains unpaid-unclaimed from the year 2014-15 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

Global economy has been going through a tough phase as repeated waves of Covid-19 have threatened the world. Add to it, Russia-Ukraine war which has triggered an exorbitant humanitarian crisis that demands a global retrospection.

Economic damages from the conflict are expected to contribute to a significant decline in global growth in short term. This has led to high inflation, substantial rise in food and fuel prices which has hit unexposed inhabitants in low-income countries, the worst.

Mutual efforts are required to respond to the humanitarian crisis, to safeguard further economic dissolution, maintain liquidity, manage debt distress, intercept climate change and handle the ongoing pandemic effect. The short term global view is cloudy due to various risks such as Covid-19 new variants, higher foods and energy price and unexpected financial stress.

Despite all the setbacks, the Pharma Industry has been resilient and has shown strength, commitment and contributed significantly in the economic growth. We are sharply monitoring the track of these transformations and remain acute, agile and adaptive in responding to challenges and opportunities.

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 41 to the Audited Financial Statement.

INDUSTRY STRUCTURE AND OPPORTUNITIES

The last two and half year has been burdensome for the overall economy on account of Covid-19 pandemic. Frequent waves of i nfection, i ncreased cost of raw materials, acute shortage of container, supply chain disruptions, pricing, unstable regulatory framework, growing digitization and inflation have created tough times for the industry. Further Russia- Ukraine war has only worsened the situation. The Covid-19 pandemic has been most affecting public health crises in the decades. Further, inflation has reappeared as a biggest fear in both developed and developing economies.

As the domestic industry is moving through the underlying shift, the Pharma business is aiming on remaining sustainable, versatile and flexible in the face of interruption cause by the changing market demand and dynamic client expectation. The pace of the domestic recovery is lighting up with pre-Covid-19 trends, but personal consumption is still very far behind.

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 investing in a new unit dedicated to Injectable which will allow us to cater to new geographies and generate better revenue.

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.

The volatile prices of the crude oil, soaring prices of containers, currency devaluation in African countries, increase in freight cost, discontinuation of MEIS Scheme by the central government and any further travel restrictions might be an area of concern.

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 washrooms 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?.

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 is provided in

Note. 49 of the Financial Statement. Further Return on Net worth for the current year is 9.45 (previous year is 15.90) 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. 2021-22	No. of complaints filed during the F.Y. 2021-22	No. of complaints pending as at the end of F.Y. 2021-22
Sexual Harassment	Nil	Nil	Nil

The management of Syncomendeavor 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 2021-22 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:

The Company does not have any subsidiary, Associate or Joint Venture at the beginning or at any time during the year or at the end of financial year 2021-22, However, Syncom has incorporated 3(three) wholly owned subsidiary companies after closure of the financial year, 2021-22 namely; (I) Synmex Pharma Private Limited;

(ii) Vincit Biotech International Private Limited;

(iii) Sante Biotech Private Limited.

Since, Syncom does not have any subsidiary, Associate or Joint Venture at the end of financial year 2021-22 therefore there is no such requirement to provide "Form AOC-1" for the financial year 2021-22.

CONSOLIDATED FINANCIAL STATEMENTS

The Company does not have any subsidiary, Associate or Joint Venture at the beginning or at any time during the year or at the end of financial year 2021-22 there is no requirement to provide the Consolidated Financial Statements for the financial year 2021-22.

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, 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 of Independent Woman Director

As per the market capitalization of BSE Ltd. as on 31^st 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 is required to make appointment of an Independent Woman Director in the Board to fulfill the requirement of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015.

The Board considered the recommendation of the Nomination and Remuneration Committee and Mrs. Ruchi Jindal (DIN: 09633465) was appointed as an Additional Independent Director under the category of Woman Director, w.e.f. 28^th June, 2022.

Directors seeking re-appointment/appointment

In the ensuing Annual General Meeting, your Directors are proposing the following Directors for re-appointment:-

1) Smt. Rinki Ankit Bankda (DIN: 06946754) Whole- time Director is liable to retire by rotation and she is eligible for re-appointment. Your Board recommends passing necessary resolution for her reappointment.

2) Tenure of Smt. Rinki Ankit Bankda, (DIN: 06946754) being the Wholetime Director will be completed on 14^th November, 2022 therefore, upon recommendation of the Nomination & Remuneration Committee, the Board at their meeting held on 13^th August, 2022 subject to the approval of members by special resolution at the forthcoming Annual General Meeting has re-appointed her for a further term of 3(Three) years w.e.f. 15^th November, 2022 and recommend to pass necessary resolution as set out in the notice of the Annual General Meeting.

3) Smt. Ruchi Jindal (DIN: 09633465) being the Additional Director under the category of Independent Woman Director, upon recommendation of the Nomination & Remuneration Committee, subject to the approval of members by special resolution at the forthcoming Annual General Meeting she is not liable to retire by rotation, to hold office for a term of 5 (Five) years w.e.f. 28^th June, 2022 your Board recommend to pass necessary special resolution as set out in the notice of the Annual General Meeting.

Change in the Key Managerial Personnel?s

There are following changes in the Key Managerial Personnel during the year:-

1) CS Shubham Dubey, Company Secretary & Compliance Officer and KMP had resigned w.e.f. 14^th November,2021;

2) CS Prachi Jain was appointed as the Company Secretary & Compliance Officer and KMP of the Company w.e.f. 15^th November,2021.

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, Wholetime Director; Shri Ankit Kedarmal Bankda, Chief Financial Officer and CS Prachi Jain, Company Secretary and Compliance Officer are functioning as the Key Managerial Personnel?s under section 203 of the Companies Act, 2013.

Composition of the Board

Syncom is having total 7(Seven) directors in the Board including 4(Four) independent directors consisting of 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 7(Seven) times in financial year 2021-22 viz., on 30^th June, 2021, 14^th August, 2021, 27^th August, 2021, 25^th September, 2021, 13^th November, 2021, 14^th February, 2022, and 25^th February, 2022. 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 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 Nonexecutive 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 31^st March, 2022, 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 theNotes 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 31^st March, 2022 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 FormAOC-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 2^nd 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/H0/ISD/ISD/0W/P/2016/0000001565 dated 22^nd January, 2016 in the aforesaid matter and further orders was issued by the SEBI on 25^th 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 29^th 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 2^nd April, 2018 issued by SEBI. The SEBI (SAT) have partially allowed the relief prayed by the order dated 27^th September, 2019 and the final outcome is still pending with the SAT.

AUDITORS

Statutory Auditors& their report

The Shareholders at their 29^th Annual General Meeting (AGM) held on 29^th September, 2017 had approved the appointment of M/s Sanjay Mehta & Associates, Chartered Accountant (F.R.N.011524C), Indore as Statutory Auditors to hold office for the period of consecutive term of 5 years from the conclusion of 29^th AGM till the conclusion of 34^th Annual General Meeting, therefore, there first term of 5 consecutive years will be completed on conclusion of the ensuing Annual General Meeting of the Company. The Board, upon the recommendation of the Audit Committee, recommends for the approval of the Members, for the re-appointment of M/s Sanjay Mehta & Associates, Chartered Accountant (F.R.N.011524C), as the Statutory Auditors of the Company for a further period of five consecutive years (Second Term) being the auditors firm having adequate number of partners and has provided a certificate of eligibility as well as having valid peer review certificate as issued by the ICAI, from the conclusion of the ensuing 34^th AGM till the conclusion of the 39^th AGM. Your Board recommended for the approval of the Members for the re-appointment and authorityto the Board and Audit Committee to fix their remuneration according to applicable provisions of the Companies Act, 2013.

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 2022-23 on a remuneration of Rs. 35,000/- 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 in the Notice convening the Annual General Meeting and recommend to pass the resolution.

Your Company has filed the Cost Audit Report for the year 2020-21 to the Central Government on 21/12/2021 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-C".

Observations of the Secretarial Auditors:

(a) SEBI has issued an Order No. WTM/GM/EFD/1/2018-19 dated 2nd April, 2018 in the matter of First Financial Services Ltd. 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. The SEBI has further issued show cause Notice in the matter on 29^th March, 2019(received by the company on 1^s May, 2019) for intimation 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 23I of SCRA etc. for imposing penalty for which necessary appeal were made before the SEBI (SAT) and outcome of the same is pending. The Company is continuing protecting its interest before the SEBI (SAT) and by way of an appeal SEBI (SAT) have partially allowed the relief prayed by the order dated 27.09.2019. The Company is waiting for the final order against the appeal.

Management Reply:

(a) The company has filed appeal before the competent authority, the matter is sub judice therefore, no further comments needs to given at this stage.

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 2021-22.

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 21⁵¹ April, 2022.A copy of the certificate on the financial statements for the financial year ended 31^st March, 2022 is annexed along with this Report as "Annexure-D".

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

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 except the following:-

1) the company has incorporated 3 (Three) Wholly Owned Subsidiaries after the closure of the financial year but before approval of this report in the name and style of:-

(i) Synmex Pharma Private Limited;

(ii) Vincit Biotech International Private Limited;

(iii) Sante Biotech Private Limited.

2) The company has allotted 7,75,47,000 equity shares of Rs. 1/- each at a premium of Rs. 1.53 per share upon exercise of an option by the warrant holders for conversion of 7,75,47,000 convertible warrants of Rs. 2.53 each and the company has received Listing and Trading approval from the BSE Ltd for the above stated allotment. Consequent to said conversion, there is no outstanding warrants of the company.

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-F".

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.

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 companys success. The Company has devised and adopted a policy on Familiarization Program for Independent Directors and is also available at the companys 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 v.iew 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) 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 (31 of 2016) during the year under review;

c) There is no requirement to conduct the valuation by the bank and no valuation done at the time of one-time Settlement during the period under review;

d) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

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 theCompany?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 cooperation 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 : 13th August, 2022	CHAIRMAN & WHOLE-TIME DIRECTOR
	DIN:00023050