The Directors have pleasure in presenting their 13thAnnual Report along with the audited annual accounts for the year ended 31st March, 2015 to the members of the Company.

FINANCIALRESULTS:

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

                                                   (Rs. in Lacs)

                                              Year Ended     Year Ended

                                              31/03/2015     31/03/2014

Sales and other income                          6484.43       6667.46

Profit before Interest and Depreciation          455.20         15.39

Less : Interest                                  456.59        418.34

Profit before Depreciation                       (1.39)      (402.95)

Less : Depreciation & Amortization               533.80        376.85

Profit before Taxation                         (535.19)      (779.80)

Less Provision for Taxation                        0.00          0.00

Profit after Taxation                          (382.35)      (458.31)

Prior year (Income)/ Expenses                      0.00         0.00

Balance carried to Balance Sheet               (382.35)      (458.31)

During the year under review, the Company has earned a total income of Rs. 6484.43 Lacs as against the total income of Rs. 6667.46 Lacs in the previous year, thereby registering a marginal fall in turnover by 2.82%. The decline in sales is mainly on account of lower demand of the products. Though there was a reduction in total income, the losses were reduced for the better product mix bearing better margins. The increase in the amount of Depreciation is for the reasons of change in the method of charging the depreciation on the basis of remaining useful life as prescribed under Schedule II of the Companies Act, 2013. The Company during the year under review has incurred a loss of Rs. 535.19 Lacs as against the loss of Rs. 779.80 Lacs in the previous year. During the year under review the Company has made exports of Rs. 95 Lacs (Previous year Rs. 75 Lacs) and the exports will continuously be increased in the subsequent years.

DIVIDEND

The Board of Directors of the company has not recommended any dividend for the financial year 2014-15.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock exchanges is presented in a separate section forming part of the annual report.

CORPORATE GOVERNANCE

Corporate Governance, as required under clause 49 of the Listing Agreement with the Stock Exchanges, a certificate from the Company Secretary in Whole Time Practice on compliance with the mandatory recommendations on the Corporate Governance is annexed to the Directors Report. As in the past, your Company continues to follow best of Corporate Governance policies. A Certificate of the MD of the Company in terms of sub-clause IX of Clause 49 of Equity Listing Agreement, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL

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.

SUBSIDIARY AND CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2015 your Company has one Subsidiary in UAE in the name of Syncom Healthcare International FZE. There has been no material change in the nature of the business of the Company and it's Subsidiary.

The Consolidated Financial Statement of the company prepared as per the Accounting standards AS-21, AS-23, & AS-27, Consolidated the company's account with its Subsidiary have also been included as part of this Annual Report.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of 161 of the Companies Act, 2013 Mr. Tushar Patodia and Mrs. Sunita Garg were appointed as additional Director (Independent) with effect from 12.11.2014 and they shall hold office only up to the date of this Annual General Meeting. Being eligible, the Board recommends their appointment as Independent Directors of the Company in terms of Section 149(10) of the Companies Act, 2013 for a fixed term of 5 years and they shall not retire by rotation, in terms of section 161(1) and other applicable provisions, if any of the Companies Act, 2013. Each of these Independent Director have given a declaration to the Company that they meet the criteria of Independence as required under Section 149(7) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Further, pursuant to the provisions of 161 of the Companies Act, 2013 Mr. Bhishampal Sing Yadav was appointed as an additional Director (Executive) with effect from 12.11.2014 and he shall hold office only up to the date of this Annual General Meeting. Being eligible, the Board recommends his appointment as a Director of the Company in terms of Section 149 and other provisions of the Companies Act, 2013 for a fixed term of 5 years and he shall be liable to retire by rotation, in terms of section 152 and other applicable provisions, if any, of the Companies Act, 2013.

Mr. Ajay Bankda (DIN: 00013796) will retire by rotation at ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Mr. Govinddas Pasari, Mr. Bharat Kumar Doshi and Mr. Avichal Kasliwal, Independent Directors resigned from the Directorship of the Company with effect from 16.10.2014, 18.10.2014 and 12.11.2014 respectively. Mr. Jagdish Prasad Bagaria, Promoter Director resigned from the Directorship of the Company with effect from 12.11.2014. Mr. Pratik Bankda, Director resigned from the Directorship of the Company with effect from 30.05.2014.

Pursuant to the provisions of Section 203 and other provisions of the Companies Act, 2013 Mr. Jagdish Chandra Paliwal, FCS has been appointed as Company Secretary of the Company with effect from 30.08.2014.

DISCLOSURE BY INDEPENDENT DIRECTORS

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.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Remuneration Policy of the Company is designed to attract, motivate and retain manpower in a competitive and international market. The policy reflects the Company's objectives for good corporate governance as well as sustained long-term value creation for shareholders. The Remuneration Policy applies to the Company's senior management, including its Key Managerial Person and Board of Directors. The Nomination and Remuneration Policy for the members of Board and Executive Management is available on the Company's website, www.syncomhealthcare.com.

EVALUATION OF BOARD, COMMITTES AND INDIVIDUAL DIRECTORS:

The Company has devised a Policy for performance evaluation of Independent and other Directors, Board as a whole and committees thereof which include criteria for performance evaluation of the executive and non executive directors.

The Board of directors have formulated and adopted a policy on appointment / remuneration of directors including criteria for determining qualification, positive attributes, independence of the directors and other matters. This policy also covers the performance evaluation of all directors, Board, committees and Key Managerial Personnel. An exclusive meeting of the Independent Director of the Company has been held on 14th February, 2015 which was attended by all the Independent Directors. They have reviewed the performance of the non independent directors and the Board as a whole, performance of the Chairperson and quality of information to the Board as provided under Schedule IV of the Companies Act, 2013.

The Policy for evaluation of performance of the Board of Directors is available on the Company's website, www.syncomhealthcare.com.

DEPOSITS:

During the financial year 2014-15, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding amount of deposits as at 31st March, 2015. Further that the Company has not accepted any deposits in contravention of the provisions of the Companies Act, 2013.

PARTICULARS OF LOANS, INVESTMENTS AND, GUARANTEES

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments provided by the Company under Section 186 of the Act as at the end of the Financial Year 2014-15 are disclosed in the Note to the Financial Statement attached with the Board Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2014-15, the Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under and Clause 49 of the Listing Agreement. During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement and the Companies Act, 2013.

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, the Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.syncomhealthcare.com. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. Therefore the Company is not required to furnish any particulars in the Form AOC-2.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of Board and Audit Committee meetings of the Company are set out in the Corporate Governance Report which forms part of this Report.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, none of the employees are in receipt of the remuneration which is in excess of the limits as specified in the regulations.

Disclosures pertaining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are enclosed to this report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant information and data pertains to conservation of energy, technology absorption, foreign exchange earnings and outgo are enclosed as Annexure 1.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy on Prohibition and Redressal of Sexual Harassment at workplace in line with the requirement of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaint received regarding sexual harassment. The policy has set guidelines on the Redressal and enquiry process that is to be followed by the complainants and the ICC, whilst dealing with issues related to sexual harassment at the workplace towards any employees. All employees (permanent, temporary, contractual and trainees) are covered under this policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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.syncomhealthcare .com

EXTRACT OF THE ANNUAL RETURN

An extract of the Annual return for the financial year ended 31st March, 2015 as required under Section 92(3) of the Companies Act, 2013 is enclosed herewith in the specified format, as Annexure- 2

DIRECTORS' RESPONSIBILITY STATEMENT:

As required by sub-section 3(C) of Section 134 of the Companies Act, 2013, your Directors state and confirm as under:-

(i) That in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanations relating to material departures;

(ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss/profit of the company for that period;

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) That the directors had prepared the annual accounts on a going concern basis.

(v) That the Directors has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

(vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS:

The auditors, M/s Sanjay Mehta & Associates, Chartered Accountants, Indore, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. A certificate has been received from them to the effect that if re-appointed, their appointment will be within the limits of section 141(3) (g) of the Companies Act, 2013. And that they are not disqualified for re-appointment. The Board also proposed to appoint M/s. Karnavat & Co, Chartered Accountants, (FRN No. 104863W) as a Joint Statutory Auditor. A certificate has

been received from them to the effect that if appointed, their appointment will be within the limits of section 141(3) (g) of the Companies Act,

2013. And that they are not disqualified for appointment.

The Audit Committee and the Board of Directors recommended the re-appointment of M/s Sanjay Mehta & Associates, Chartered Accountants, and the appointment of M/s. Karnavat & Co, Chartered Accountants, as the Auditors of the Company.

AUDITORS' REPORT:

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The report of the auditors of the company on the annual accounts of the company for the financial year ending on 31st March 2015 is attached herewith and the same is self-explanatory and needs no comments, except the note of the auditor that a) liability has not been provided for the provident fund on certain labour payment to the contractors. The management has determined that the payments are in excess of the limits prescribed for PF and thus there is no liability.

b) Service Tax liability of Rs. 32.74 Lacs not paid for. The management is of the view that the service tax under reverse charge is not applicable on these services, thus, though provisions made but not paid.

SECRETARIAL AUDITOR

The Board had appointed M/s M. Maheshwari & Associates, Company Secretary in Whole Time Practice to carry out the Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder. The report of the Secretarial Audit is enclosed to this Report as annexure 3. This report contains an emphasis that the Company has not appointed Chief Financial Officer as per Section 203 (1) (iii) of the Companies Act, 2013. The management is making all the efforts to appoint a Chief Financial Officer of the Company shortly.

COST AUDIT

The Central Government has prescribed that an audit of the cost accounts maintained by the Company in respect of pharmaceutical formulations be conducted under Section 233B of the Companies Act, 1956. (Section 148) Consequently, your Company has appointed M. Goyal & Co., Cost accountants, as Cost auditors for 2015-16, with the consent of the Central Government, for the audit of cost accounts maintained by the Company in respect of the same.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Companies act, 2013.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweet equity shares) to employees of the Company under any scheme.

d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company's operations in future.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the assistance and continued cooperation extended by Banks, Financial Institutions, Government Authorities, Investors, 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 acknowledges their contribution towards sustained progress and performance of your company. Your Directors are thankful to the esteemed shareholders for their support and encouragement.

Place: Indore                                    By Order of the Board
Date: 14th 2015                          For Syncom Healthcare Limited

Registered Office:                                       (Ajay Bankda)
221, Vyapar Bhawan, P.D. Mello Road                          Chairman
Mumbai - 400 009, India                                  din 00013796
CIN:L51397MH2002PLC136652
E-mail: shl@syncomhealthcare.com