To the Members,
The Directors have pleasure in presenting before you the 30th Directors'
Report of the Company together with the Audited Statements of Accounts for the year ended
31st March, 2024. The Company's performance is summarized below:
1. FINANCIAL SUMMARY/HIGHLIGHTS/STATE OF COMPANY'S AFFAIRS:
The performance during the period ended 31stMarch, 2024 has been as under:
| Particulars |
Standalone |
|
2023-2024 |
2022-2023 |
| Total Income |
1210.84 |
1076.00 |
| Total Expenses |
1190.86 |
1212.49 |
| Profit Before Exceptional and Extraordinary Items and |
19.98 |
(136.49) |
| Tax |
|
|
| Exceptional Items |
-- |
|
| Profit Before Tax |
19.98 |
(136.49) |
| Current tax |
-- |
-- |
| Deferred tax |
(21.86) |
21.10 |
| Net profit After tax |
41.83 |
(116.39) |
2. REVIEW OF OPERATIONS:
During the year under review, the Company has recorded a total income of Rs. 1210.84
lakhs and profit of Rs. 41.83 lakhs for the financial year ending 31.03.2024 as against
the total income of Rs. 1076.00 lakhs and Loss of Rs. 116.39 lakhs in the previous
financial year ending 31.03.2023.
3. MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments affecting financial position of the
company between 31st March, 2024 and the date of Board's Report. (i.e.
14.08.2024) except the effect of the pandemic COVID 19 due to which the factory was
inoperative up to Forty-Five days approximately.
4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the period under review and the date of Boards' Report there was no change in
the nature of Business.
5. DIVIDEND:
Keeping the Company's revival plans in mind, your Directors have decided not to
recommend dividend for the year.
6. REASON FOR SUSPENSION:
The Company is under suspension on BSE due to penal reasons. However, the company under
the new management lead by Mr. Bhagat Reddy, Managing Director of the Company has been
working aggressively towards revoking the company from suspension. The Board assures that
all due efforts are being made to revoke the company from suspension and so shall be done
soon.
In this direction, the company has received in-principle approval from BSE vide letter
LIST/ COMP/SK/317/2019-20 dated 28.02.2020. The company is working towards getting the
trading started on BSE within a year.
7. TRANSFER TO RESERVES:
Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company
has not proposed to transfer any amount to general reserves account of the company during
the year under review.
8. BOARD MEETINGS:
The Board of Directors duly met 04 (Four) times on 30.05.2023, 14.08.2023, 14.11.2023,
and 14.02.2024 and in respect of which meetings, proper notices were given and the
proceedings were properly recorded and signed in the Minutes Book maintained for the
purpose.
9. DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
balance sheet.
10. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS,
COURTS, TRIBUNALS, IMPACTING THE GOING CONCERN BASIS OF THE COMPANY:
There were no significant material orders passed by regulators, courts, tribunals,
impacting the going concern basis of the Company except for in principle approval from BSE
as mentioned earlier in the report.
11. CORPORATE GOVERNANCE:
A separate section titled "Report on Corporate Governance" along with the
Auditor's
Certificate on Corporate Governance as stipulated under Regulation 34 read with
Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as a part of this Annual Report.
12. VIGIL MECHANISM
The Company believes in the conduct of the affairs of its constituents in a fair and
transparent manner by adopting the highest standards of professionalism, honesty,
integrity and ethical behavior. In line with the Code of Conduct, any actual or potential
violation, howsoever insignificant or perceived as such, would be a matter of serious
concern for the Company. The role of the employees in pointing out such violations of the
Code of conduct cannot be undermined. Pursuant to Section 177(9) of the Act, a vigil
mechanism was established for directors and employees to report to the management
instances of unethical behavior, actual or suspected, fraud or violation of the Company's
code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees
of the Company to approach the Chief Financial Officer of the Company for redressal.
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management discussion and analysis report for the year under review as stipulated under
Regulation 4(3) read with Schedule V, Part B of SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015 with the stock exchange in India is presented in a
separate section forming part of the annual report.
14. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF
DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:
During the period under review following were the Directors/ Key Managerial Personnel
during the financial year 2023-24 including between the financial year ended 31st
March 2024 and date of Board's report (i.e 14.08.2024):
| S. No Name of the Directors/ KMP |
Designation |
| 1 Mr. D. Bhagat Reddy |
Managing Director |
| 2 Mrs. Padma Ghanakota |
Non Executive Director |
| 3 Mr. A. Sai Balaji Krishna Teja |
Non Executive Director |
| 4 Mr. Rajesh Kakkera |
Independent Director |
| 5 Mr. M. Madhavarao |
Independent Director |
| 6 Mr. Addagarla Tarun |
Independent Director |
The Board also noted that the Independent Directors Mr. Khushwant Singh and Mr. Ramu
Chaganti confirmed that there is no other material reason other than personal commitments.
During the period under review following were the Directors/ Key Managerial Personnel
appointed/reappointed during the financial year 2020-21:
Mrs. Padma Ghanakota, was re-appointed at the 26th Annual General Meeting
held on 15.09.2020 as director who retired by rotation and being eligible offered herself
for reappointment.
As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief
particulars of the Directors seeking appointment/re-appointment are given as under: -
| Name of the Director |
Mrs. Padma Ghanakota |
| Date of Birth |
17.08.1964 |
| Date of Appointment |
25.03.2015 |
| Expertise in specific functional areas |
She has 10 years of experience in manufacturing IV sets and manufacturing pouches. She
is handling operations of manufacture of IV sets at her Jeedimatla unit, Hyderabad. |
| Qualifications Names of the Listed entities in which the person is holding |
Commerce Graduate -- |
| Directorships or Board Committee Memberships Inter se relationship among Directors |
Wife of Mr. Bala Gopal Addepally |
| Disclosure of Shareholding |
20,00,000 |
15. FORMAL ANNUAL EVALUATION / BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance,
board Committees, and individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations.
The performance of the board was evaluated by the board after seeking inputs from all
the directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.
In a separate meeting of independent directors, performance of non-independent
directors, the board as a whole and the Chairman of the Company was evaluated, taking into
account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual
director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
In the board meeting that followed the meeting of the independent directors and meeting
of Nomination and Remuneration Committee, the performance of the board, its committees,
and individual directors was also discussed.
Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.
16. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an annual return is uploaded on
website of the company i.e http://www.sangamhealthcare.co.in/
17. AUTHORISED AND PAID UP CAPITAL OF THE COMPANY:
The authorized capital of the Company stands at Rs. 15,00,00,000/- divided into
1,50,00,000 equity shares of Rs. 10/- each. The Subscribed, Issued and Paid-up capital of
the Company stands at Rs. 14,86,07,000/- divided into 1,48,60,700 equity shares of Rs.
10/- each.
18. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mr. Rajesh Kakkera and Mr. Madhavarao
Mandalapu, and Mr. Addagarla Tarun Independent directors of the company to the effect that
they are meeting the criteria of independence as provided in Sub-section (7) of Section
149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
19. DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby
confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis;
e) The Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively and
f) The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
20. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL
POSITION OF THE SUBSIDIARIES / ASSOCIATES:
The company does not have any subsidiaries/Associate companies.
21. DETAILS IN REPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT.
There were no frauds reported by the auditors as per section 143 (12).
22. STATUTORY AUDITORS:
M/s. M.M Reddy & Co Chartered Accountants, have been appointed on the
recommendation of Audit Committee and Board of Director's (in conformity with the
provisions of Sections 139 and 141 of the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014 (includes amendments thereto), as the Statutory Auditors
of the Company for a period of 5 years from the conclusion of the 26th AGM till the
conclusion of the 31st AGM. The Auditors' Reports for the financial year
2023-24 does not contain any qualification, reservation, adverse remark or disclaimer. The
Auditors have confirmed that they have subjected themselves to the peer review process of
Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by
the Peer Review Board of the ICAI.
23. DISCLOSURE OF ACCOUNTING TREATMENT:
The Company has complied with the appropriate accounting policies and has ensured that
they have been applied consistently. There have been no deviations from the Indian
Accounting Standards prescribed under section 133 of the Companies Act, 2013 read with
relevant rules.
24. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s. Chakravaerthy & Associates, Practicing Company Secretary, to undertake
the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out for
FY 2023-24 is annexed as the part of the annual report.
25. AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year
ended March 31, 2024 and has noted the same and the details for qualifications/observation
are discussed in detail in Audit Report attached to it.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances according
to the provisions of section 204 of the Companies Act 2013 and the qualifications/
observations are discussed in detail in Secretarial Audit Report attached to it.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE OUTGO:
The required information as per Sec.134 of the Companies Act 2013 is provided
hereunder:
A. Conservation of Energy:
CONSUMPTION PER UNIT OF PRODUCTION
| Product |
|
| Medical Disposables (qty in Lakhs) |
NIL |
| Electricity (kwh) per Lakh Nos |
NIL |
| Furnace Oil (Ltrs) |
NIL |
| Coal |
NIL |
| Others |
NIL |
B. Technology Absorption: NIL
the efforts made towards technology absorption;
the benefits derived like product improvement, cost reduction, product development or
import substitution in case of imported technology (imported during the last three years
reckoned from the beginning of the financial year)-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof; and
(e) the expenditure incurred on Research and Development.
C. Foreign Exchange Earnings and Out Go: NIL
27. CORPORATE SOCIAL RESPONSIBILTY POLICY:
Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs.
1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial year,
section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not
applicable and hence the Company need not adopt any Corporate Social Responsibility
Policy.
28. SECRETARIAL STANDARDS:
The company is in compliance with Secretarial Standards issued by The Institute of
Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
29. INSURANCE:
The properties and assets of Company are adequately insured.
30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given loans, Guarantees or made any investments attracting the
provisions of Section 186 of the Companies Act, 2013 during the financial year under
review.
31. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
Your Company has well laid out policies on financial reporting, asset management,
adherence to Management policies and also on promoting compliance of ethical and
well-defined standards. The Company follows an exhaustive budgetary control and standard
costing system. Moreover, the management team regularly meets to monitor goals and results
and scrutinizes reasons for deviations in order to take necessary corrective steps. The
Audit Committee which meets at regular intervals also reviews the internal control systems
with the Management and the internal auditors.
The internal audit is conducted at the Company and covers all key areas. All audit
observations and follow up actions are discussed with the Management as also the Statutory
Auditors and the Audit Committee reviews them regularly.
32. RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management. Your Company has
adopted a procedure for assessment and minimization of probable risks. It ensures that all
the risks are timely defined and mitigated in accordance with the well-structured risk
management process.
33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES:
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company's website
atwww.sangamhealthcare.co.in.
Your Directors draw attention of the members to Notes to Accounts attached to the
financial statement which sets out related party disclosures.
34. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable for the financial year 2020-21.
35. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE
LAWS GOVERNING THE COMPANY:
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures
is not required.
36. 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 workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. The composition of committee is as follows:
All employees are covered under this policy. During the year 2023-24, there were no
complaints received by the Committee.
37. DELISTING OF EQUITY SHARES FROM BSE:
The company is suspended from trading on BSE but continues to be listed. The company
was not delisted from the exchange during the FY 2023-24.
38. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.
39. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the year under review, the Company does not have any unclaimed Dividends to be
transferred to investors education and protection funds.
40. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE
ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
During the year under review no Company has become or ceased to become its
subsidiaries, joint ventures or associate Company.
41. CREDIT & GUARANTEE FACILITIES:
No Working capital and Cash credits in any banks.
42. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN
TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3)
OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
A table containing the particulars in accordance with the provisions of Section 197(12)
of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
During the year none of the employees is drawing a remuneration of Rs.1,02,00,000/- and
above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified
under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
43. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the
Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the
Companies Act, 2013.
The Board of Directors has not withdrawn Salary during the financial year 2020-21,
Hence the ratio of remuneration is Nil for each director.
44. ACKNOWLEDGEMENT:
Your Directors place on record their appreciation for the overwhelming co-operation and
assistance received from the investors, customers, business associates, bankers, vendors,
as well as regulatory and governmental authorities. Your Directors also thanks the
employees at all levels, who through their dedication, co-operation, support and smart
work have enabled the company to achieve a moderate growth and is determined to poise a
rapid and remarkable growth in the year to come.
|
For and on behalf of the Board of |
|
Sangam Health Care Products Limited |
|
Sd/- |
Sd/- |
| Place: Secunderabad |
D. Bhagat Reddy |
Padma Ghanakota |
| Date: 14.08.2024 |
Managing Director |
Director |
|