DIRECTORS' REPORT

To

The Members,

Your Directors are pleased to present the 22nd Annual Report of your Company together with the Audited Financial Statements and Auditors' Report for the Period ended on 31st March, 2015

2. REVIEW OF OPERATIONS:-

The Net Income of your Company for the year 2014-15 was increased to Rs.1646.53 Lakh as against Rs. 518.14 Lakh of the previous year. However, the Company has made a Net Loss after tax of Rs. 5.22 Lakh for the year 2014-15 as against the net loss after tax of Rs. 123.57 Lakh of the previous year.

There were no material changes and commitments affecting the financial position of the Company from the end of the financial year till the date of the Directors' Report.

3. FINANCIAL YEAR OF THE COMPANY:-

As per definition of the "Financial Year" given in Section 2(41) of the new Companies Act, 2013, financial year of the Company must be ended on 31st March of following year, in respective whereof financial statement of the Company is made up. Further, every existing Company shall within a period of 2 years align its financial year as per the provisions of this act.

In order to align current financial year of the Company as per the new definition of the Financial Year, Board of Directors of your Company has decided in their meeting held on 14th November, 2014 to reduce Current financial year by 3 months and financial year 2014-15 shall remain of 9 months i.e. commence from 1st July, 2014 and ended on 31st March, 2015.

4. DIVIDEND:-

The Directors have not recommended any dividend on equity shares of the Company.

5. BOARD OF DIRECTORS:-

¦ Mr. Paras Doshi, Independent Director of the Company had resigned from the Directorship of the Company w.e.f. 14th November, 2014. The Board of Directors places on record its feeling of appreciation for the valuable contribution made by him during his tenure as Director.

¦ Mr. Shwet Koradiya, Director of the Company liable to retire by rotation has been reappointed in 21st Annual General Meeting of the Company held on 31st December, 2014.

¦ As per the provisions of the Companies act, 2013, Mr. Shwet Koradiya, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

¦ Mr. Dipesh Adani, Independent Director of the Company had resigned from the Directorship of the Company w.e.f. 19th June, 2015. The Board of Directors places on record its feeling of appreciation for the valuable contribution made by him during his tenure as Director.

¦ Mr. Mukesh Patel, after recommendation by the Nomination and Remuneration Committee, was appointed by the Board as an Additional Director of the Company w.e.f. 19th June, 2015 who hold office only upto the date of ensuing AGM. Notice has been received together with necessary deposit propose his candidature for appointment of Independent Director w.e.f. 19th June, 2015. Further, he is qualified to be appointed as an Independent Director of the Company.

¦ Mr. Mukesh Patel has appointed as member of Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Independent Director Committee.

6. INDEPENDENT DIRECTORS:-

During the year under review, the members approved the appointments of Mr. Dipeshkumar Adani, Mr. Rameshkumar Mehta and Mrs. Chetnaben Adani as an Independent Directors for a period of 5 years and they are not liable to retire by rotation under Section 149(7) of the Companies Act, 2013.

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Company has also carried out Familiarisation Program for the Independent Directors, a detail of which is posted on Company's website www.sbcl.co.in.

7. KEY MANAGERIAL PERSONNEL:-

During the year, following persons act as KMP of the Company.

(i) Mr. Dhirajbhai Koradiya - Managing Director

(ii) Mr. Shwet Koradiya - Director/CFO

(iii) Mr. Dipesh Mistry - Company Secretary

(iv) Mr. Vishal Dholiya - Company Secretary

Reappointment of Mr. Dhirajbhai Koradiya as Managing Director for a further period of 5 years w.e.f. 11th January, 2014 has been confirmed by the shareholders of the Company in 21st Annual General Meeting held on 31st December, 2014.

Mr. Dipesh Mistry has resigned from the post of Company Secretary w.e.f. 28th August, 2014 and Mr. Vishal Dholiya has been appointed as Company secretary w.e.f. 28th August, 2014. However, Mr. Vishal Dholiya has resigned from the post of Company Secretary w.e.f. 19th June, 2015.

The Board has appointed Ms. Priyanka Vadnere as a Compliance Officer w.e.f. 19th June, 2015 and Company Secretary w.e.f. 13th August, 2015. At present, she is acting as Company Secretary and Compliance Officer of the Company.

8. DIRECTORS' RESPONSIBILITY STATEMENT:-

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors confirm that-

(i) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed and no material departures have been made for the same;

(ii) appropriate accounting policies had been selected and applied them consistently and judgments 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 at the end of the financial year 31st March, 2015 and of the loss of the company for that period;

(iii) proper and sufficient care have been taken for 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) the annual accounts had been prepared on a "going concern" basis;

(v) the proper internal financial controls are laid down and are adequate and operating effectively.

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

9. LISTING ON THE STOCK EXCHANGES:-

At present, the Company's equity shares are listed with the Bombay Stock Exchange Limited and the Calcutta Stock Exchange Limited for which the Company has paid necessary listing fees for the Financial Year 2015-16.

10. FIXED DEPOSITS:-

The Company has not accepted or renewed any Fixed Deposit within the meaning of Section 73 of the Companies Act, 2013.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:-

Particulars of Investments are provided in the notes to the financial statements of the Company.

12. PARTICULARS OF EMPLOYEES:-

Particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 are not annexed since there are no employees drawing remuneration of more than Rs. 60,00,000/- per annum during the year under review, if employed for full year or more than Rs. 5,00,000/- per month, if employed for part of the year.

13. MEETINGS:-

Financial year of the Company was Commenced from 01-07-2014 and ending on 31-03-2015. Hence, during the said financial year, 3 (Three) Board Meetings and 3 (Three) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Besides the above, several Committee Meetings of the Board were held during the financial year 2014-15, the detailed information of which is also included in the Corporate Governance Report.

14. AUDIT COMMITTEE:-

The details of the composition of the Audit Committee are given in the Corporate Governance Report. During the year, all the recommendations of the Audit Committee were accepted by the Board.

15. BOARD EVALUATION:-

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own, the Directors individually and the various Committees. The Performance evaluation of the Chairman, Non Independent Directors and the Board as a whole was also carried out by the Independent Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:-

The particulars required to be included in terms of section 134(3)(m) of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given below:-

A. Conservation of Energy:

The Company is not engaged in any type of production. Hence, there is no extra steps taken for energy saving. Regular steps have been taken to improve energy consumption.

B. Technology Absorption:

The project of your Company has no technology absorption. Hence, no particulars are offered.

C. Foreign Exchange Earning and Outgo:

The foreign Exchange earnings and expenditures of the company is NIL.

17. EXTRACT OF ANNUAL RETURN:-

As provided under Section 92(3) of the Companies Act, 2013, the extract of the Annual Return in form MGT-9 is attached to this report as "Annexure-1".

18. INTERNAL FINANCIAL CONTROL:-

The Company has adequate Internal Financial Control System, that commensurate with the size, scale and complexity of its operations. The Management evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company on ongoing basis.

19. POLICY:-

? RISK MANAGEMENT POLICY:-

A Risk Management policy was framed and approved by the Board. The Objective of this policy is to minimize the adverse impact of various risks to business goals and objectives and to enhance the value of stakeholders.

? VIGIL MECHANISM (WHISTLE BLOWER POLICY):-

The Vigil Mechanism of the company incorporates a Whistle Blower Policy in terms of provisions of the Companies Act, 2013 and listing agreement with stock Exchanges. It aims to provide an avenue for employees through this policy to raise their concerns on any violation of legal or regulatory requirements, suspicious fraud, misfeasance, misrepresentation of any financial statements and reports.

? REMUNERATION POLICY:-

On recommendation of the Nomination & Remuneration Committee, the Board has adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of Remuneration Policy are stated in the Corporate Governance Report.

20. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:-

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules 2014, the statement containing salient features of the financial statements of the Company's Associates in form AOC-1 is attached to this Report as "Annexure- 2".

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:-

All related party transactions that were entered during the financial year were on the arm's length basis and were in the ordinary course of business. There were no materially significant related party transitions entered into by the Company with promoters, Directors, Key Managerial Personnel conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. A policy on the related party Transitions was framed, approved by the Board and posted on the Company's website www.sbcl.co.in  and the particulars of every contracts or arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 includingarm's length transactions under third proviso thereto in prescribed Form AOC-2 is attached to this report as "Annexure-3".

22. RATIO OF DIRECTORS' REMUNERATION TO MEDIAN EMPLOYEES' REMUNERATION AND OTHER DISCLOSURES:-

The table containing the names and other particulars of ratio of Directors' Remuneration to Median Employees' Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as "Annexure-4".

23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:-

In order to prevent sexual harassment of women at work place, a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace. During the year, no complaints were received by the Company relating to sexual harassment.

24. SECRETARIAL AUDIT REPORT:-

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointed Mr. Manish R. Patel, Company Secretary in Practice as Secretarial Auditor to undertake the secretarial audit of the Company. The Secretarial Audit Report in form MR-3 is attached to this report as "Annexure-5".

25. MANAGEMENT DISCUSSION AND ANALYSIS:-

The Management Discussion and Analysis Report is attached to this report as "Annexure - 6".

26. CORPORATE GOVERNANCE:-

Your Company continues to imbibe and emulate the best corporate governance practices aimed at building trust among all stakeholders - shareholders, employees, customers, suppliers and others. Your Company believes that Fairness, Transparency, Responsibility and Accountability are the four key elements of corporate governance. The Corporate Governance Report along with requisite certificate from the Auditors of the Company confirming Compliance with the conditions of corporate governance is attached to this report as "Annexure - 7".

27. STATUTORY AUDITORS:-

The Auditors, M/s. Rajesh Shantilal Jain & Co., Chartered Accountants, Indore retire at the ensuing Annual General Meeting and being eligible; offer themselves for reappointment for a period of this Annual General Meeting till the conclusion of next Annual General Meeting. Further, as required under the provisions of Section 139 and Section 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s. Rajesh Shantilal Jain & Co., have confirmed their consent as well as eligibility to act as Auditor of the Company.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:-

There were no significant material orders passed by the regulations/Courts which would impact the going concern status of the Company and its future operation.

However, during the year, the Company has received SEBI notice no. EAD - 6/AK/VG/35168/2014 dated 10th December, 2014 regarding adjudication Proceedings in the matter of "Synergy Infrastructures Ltd." for non compliance or delayed compliance of SEBI Takeover Code by previous promoters of the Company. In this regard, the Board has appointed Mr. Mukesh Agarwal, Practising Chartered Accountant of Mumbai to appear before the SEBI on behalf of the Company and filed appropriate reply in this regard. The matter is pending with SEBI.

29. HUMAN RESOURCES:-

The Company treats its "Human Resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.

30. ACKNOWLEDGEMENTS: -

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from our bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels.

The Directors also place on record their gratitude to the Members for their continued support and confidence.

By order of the Board of Directors

For SYNERGY BIZCON LTD.

DHIRAJBHAI KORADIYA

Chairman & Managing Director

(DIN: 03371017)

REGISTERED OFFICE : 404, Navneet Plaza, 5/2, Old Palasia, Indore - 452001, Madhya Pradesh.

Place: Surat

Date: 13.08.2015