You are here » Home » Companies » Company Overview » Sakar Healthcare Ltd

Sakar Healthcare Ltd.

BSE: 538377 Sector: Health care
NSE: SAKAR ISIN Code: INE732S01012
BSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN
PREVIOUS CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty
OPEN
CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty

Sakar Healthcare Ltd. (SAKAR) - Director Report

Company director report

The Members

Sakar Healthcare Limited

Your Directors have pleasure in presenting the 13TH ANNUAL REPORT together with theAudited Financial Statements for the Financial Year 2016-17 ended 31st March 2017.

1. FINANCIAL RESULTS AND OPERATIONS:

Particulars 2016-17 2015-16
Sales and other Income 4490.49 4143.24
Profit before Interest and Depreciation 1089.59 853.03
Less: Interest 268.53 293.61
Profit before Depreciation 821.06 559.42
Less: Depreciation 338.94 273.36
Profit before Taxation 482.12 286.06
Less: Provision for Taxation - Current 80.00 55.00
Less: Provision for Taxation - Deferred 55.85 9.27
Less: Provision for Taxation - Previous year 8.44 -
Profit for the year 337.83 221.79
Add: Balance Brought Forward 958.23 736.44
Less : Utilisation of Revenue Reserve for DTL 186.27 -
Balance carried to Balance Sheet 1109.79 958.23

There are no material changes and commitment affecting the financial position of theCompany which have occurred between 1st April 2017 and date of this report.

During the year under review the Company achieved turnover of 4490.49 lakh compared toRs. 4143.24 lakh during 2015-16. The Company earned profit before interest depreciationand tax of Rs. 1089.59 lakh during 2016-17 compared to Rs. 853.03 lakh during 2015-16.After providing for interest depreciation and taxes the net profit for the year underreview stood at 337.83 lakh as compared to Rs. 221.79 lakh during 2015-16. The EPS for theyear under review stood at 3.08 compared to Rs. 2.77 for the year 2015-16.

2. DIVIDEND:

With view to conserve the financial resources for the future requirement of theCompany the Board of Directors has not recommended any dividend for the year.

3. LISTING:

The Equity Shares of the Company are listed on SME Emerge Platform of NSE Limitedw.e.f. 14th October 2016. The Company is regular in payment of Annual Listing Fees. TheCompany has paid Listing fees up to the year 2017-18.

4 . ALLOTMENT OF 2961000 EQUITY SHARES TO PUBLIC THROUGH INITIAL PUBLIC OFFER(IPO):

As already communicated in the Directors' Report of the year 2015-16 the IPO of theCompany was oversubscribed. The Company after obtaining necessary approvals and finalisingthe Basis of allotment in consultation with NSE-SME have allotted 2961000 Equity Sharesof Rs. 10/- each at an issue price of Rs. 50/- per share including premium of Rs. 40/- pershare to the public through Initial Public Offer (IPO) after complying provisions andguidelines under the Companies Act 2013 SEBI (ICDR) & SEBI (LODR). The Post IPO Paidup Share capital of the Company is 10961000 Equity Shares of Rs. 10/- each.

5. DEMATERIALISATION OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialised form with either of thedepositories viz. NSDL and CDSL. The ISIN No. allotted is INE732S01012.

6. DIRECTORS & KMP:

6.1 One of your Directors viz. Ms. Rita Shah retires by rotation in terms of theArticles of Association of the Company. However being eligible offers herself forreappointment.

6.2 The Board of Directors duly met 9 times during the financial year under review.

6.3 The Company has received necessary declaration from each Independent Director ofthe Company under Section 149(7) of the Companies Act 2013 (the Act) that they meet withthe criteria of their independence laid down in Section 149(6) of the Act.

6.4 Formal Annual Evaluation:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating theperformance of the Board of Directors as well as that of its Committees and individualDirectors including Chairman of the Board Key Managerial Personnel/ Senior Managementetc. The exercise was carried out through an evaluation process covering aspects such ascomposition of the Board experience competencies governance issues etc.

6.5 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act 2013 it is herebyconfirmed:

(i) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at 31st March 2017 beingend of the financial year 2016-17 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

7. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.

8. MANAGERIAL REMUNERATION:

Name of the Director & Designation Remuneration for the year 2016-17 % increase over last year Parameters of Employees Remuneration Median of Employees Remuneration Ratio Commission received from Holding/ Subsidiary
1 Sanjay S. Shah Managing Director 1235000 11.76 129900 9.51 times
2 Rita S. Shah Executive Director 650000 25.00 Higher responsibility and time involvement 129900 5.00 times
3 Aarsh S. Shah Joint Managing Director 1170000 12.5 129900 9.00 times -

The Board of Directors has framed a Remuneration Policy that assures the level andcomposition of remuneration is reasonable and sufficient to attract retain and motivateDirectors Key Managerial Personnel and Senior Management to enhance the quality requiredto run the Company successfully. The Relationship of remuneration to performance is clearand meets appropriate performance benchmarks. All the Board Members and Senior Managementpersonnel have affirmed time to time implementation of the said Remuneration policy.

9. KEY MANAGERIAL PERSONNEL:

9.1 % INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

Name of the Director & KMP Designation Percentage Increase (If any)
1. Sanjay S. Shah Managing Director 11.76%
2. Ritaben S. Shah Wholetime Director 25.00%
3. Aarsh S. Shah Joint Managing Director 12.5%
4. Jhony G. Kudill CFO N.A.
5. Pratixa Seju Company Secretary 2.71%

9.2 COMPARISON BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE COMPANY:

As per the Remuneration Policy and based on the Recommendation of Nomination &Remuneration Committee the Relationship of remuneration to KMP & performance ofCompany is clear and meets appropriate performance benchmarks.

10. PERSONNEL AND H. R. D.:

10.1 INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Companycontinued to give ever increasing importance to training at all levels and other aspectsof H. R. D.

The number of Employees of the Company are 243. The relationship between averageincrease in remuneration and Company's performance is as per the appropriate performancebenchmarks and reflects short and long term performance objectives appropriate to theworking of the Company and its goals.

10.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) ofCompanies Appointment & Remuneration of Managerial personnel) Rules 2014.

11. PARTICULARS OF LOANS GUARANTEES INVESTMENT & SECURITIES PROVIDED:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 respectively are given in the notes to the FinancialStatements attached to the Auditors' Report.

12. RELATED PARTY TRANSACTION AND DETAILS OF LOANS GUARANTEES INVESTMENT &SECURITIES

PROVIDED:

Details of Related Party Transactions and Details of Loans Guarantees and Investmentscovered under the provisions of Section 188 and 186 of the Companies Act 2013respectively are given in the notes to the Financial Statements attached to the Auditors'Report.

All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arm's length basis. During the year theCompany had not entered into any transactions with related parties which could beconsidered as material in accordance with the policy of the Company on materiality ofrelated party transactions.

13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

The information required under Section 134(3)(m) of the Companies Act 2013 and rule8(3) of Companies (Accounts) Rules 2014 relating to the conservation of Energy andTechnology Absorption forms part of this report and is given by way of Annexure- A.

14. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act 2013 from M/s. Kashyap R. Mehta & Associates Company SecretariesAhmedabad for the year 2016-17 as it is now a Listed entity. The said Report is attachedwith this Report as Annexure – B.

There are no remarks / qualification in the Secretarial Audit Report hence noexplanation has been offered.

15. EXTRACT OF ANNUAL RETURN:

The extract of Annual return in Form – MGT-9 has been attached herewith as Annexure– C.

16. AUDIT COMMITTEE

16.1 The Board of Directors have constituted Audit Committee consisting of thefollowing:

1. Mr. Prashant C. Srivastav Chairman
2. Mr. Shailesh B. Patel Member
3. Mr. Sanjay S. Shah Member

16.2 VIGIL MECHANISM:

The Board of Directors has laid down a policy on Vigil Mechanism for effective andsmooth functioning of Company. All the Board Members and Senior Management personnel haveaffirmed compliance with the policy of Vigil Mechanism.

17. NOMINATION AND REMUNERATION COMMITTEE:

The Company has also set up a Remuneration Committee of Directors consisting of:

1. Mr. Shailesh B. Patel Chairman
2. Mr. Hardik P. Mehta Member
3. Mr. Prashant C. Srivastav Member

The Committee identifies and ascertain the integrity qualification expertise andexperience of the person for appointment as Director KMP or at Senior Management leveland recommend to the Board his / her appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person are sufficient /satisfactory for the concerned position.

The Committee fixes remuneration of the Directors on the basis of their performance andalso practice in the industry. The terms of reference of the Nomination & RemunerationCommittee include review and recommendation to the Board of Directors of the remunerationpaid to the Directors. The Committee meets as and when required to consider remunerationof Directors. No Meetings of the committee were held during the year 2016-17.

18. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Board has constitutes a Stakeholders' Relationship Committee for the puprose ofeffective Redressal of the complaints and concerns of the shareholders and otherstakeholders of the Company.

The Committee comprises the following Directors as members :

1. Mr. Prashant C. Srivastav Chairman
2. Mr. Shailesh B. Patel Member
3. Mr. Aarsh Shah Member

The Company has not received any complaints during the year. There was no valid requestfor transfer of shares pending as on 31st March 2017.

Ms. Pratixa S. Seju Company Secretary is the Compliance Officer for the above purpose.

19. GENERAL:

19.1. STATUTORY AUDITORS:

At the 11th Annual General Meeting held on 30th September 2015 M/s. A. L. Thakkar& Co. Chartered Accountants Ahmedabad were appointed as Statutory Auditors of theCompany to hold office till the conclusion of the Annual General Meeting to be held in theyear 2020. In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. A. L. Thakkar & Co. CharteredAccountants as statutory auditors of the Company for the financial year 2017-18 isplaced for ratification by the shareholders.

The remarks of Auditor are self explanatory and have been explained in Notes onAccounts.

19.2 INSURANCE:

The Company's properties including building plant and machinery stocks stores etc.continue to be adequately insured against risks such as fire riot strike civilcommotion malicious damages machinery breakdown etc.

19.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there wereno overdue deposits.

19.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedquarterly by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The Policy is designed to provide the categorization of riskinto threat and its cause impact treatment and control measures. As part of the RiskManagement policy the relevant parameters for protection of environment safety ofoperations and health of people at work and monitored regularly with reference tostatutory regulations and guidelines defined by the Company.

19.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

19.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct.

19.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material orders passed by any regulators or courts ortribunals impacting the going concern status of the Company and its future operations.

19.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.

19.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. During the year under review the Company did not receive anycomplaint.

19.10 GRATUITY:

The Company has entered in to an agreement with Life Insurance Corporation of India forcovering its Gratuity Liability and has thus provided for the same. A Gratuity Trust Fundhas been created with Life Insurance Corporation of India.

19.11 INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.

20. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.

21. DISCLOSURES:

The Company has not entered into any transaction of material nature with the Promotersthe Directors or the Management that may have any potential conflict with the interest ofthe Company.

22. FINANCE:

The Company has availed financial assistance in form of Term Loans and Working Capitalfrom State Bank of India.

23. ACKNOWLEDGMENT:

Your Directors express their sincere gratitude for the assistance and co operationextended by Banks Government Authorities Shareholders Suppliers and Customers.

Your Directors also wish to place on record their appreciation of the contribution madeby the employees at their levels towards achievements of the Company's goals.

For and on behalf of the Board

Sanjay S. Shah Aarsh S. Shah
Managing Director Jt. Managing Director

Registered Office

Block No. 10-13 Near M. N. Desai Petrol Pump Sarkhej- Bavla Road Village :Changodar District : Ahmedabad -382 213.

Date : 20th July 2017

FORM-A

Disclosure of particulars with respect to Conservation of Energy

(A) Conservation of energy-
Steps taken or impact on conservation of energy In line with the Company's commitment towards conservation of energy all units continue with their efforts aimed at improving energy efficiency through innovative measures to reduce wastage and optimize consumption
Steps taken by the Company for utilizing alternate sources of energy -
Capital investment on energy conservation equipments N.A.

(B) TECHNOLOGY ABSORPTION:

Efforts made in Research and Development and Technology Absorption prescribed in theRules is as under:

1. Research & Development (R & D)
(a) Specific areas in which R&D carried out by the Company. R&D is through for developing and diversification of more products as well as for exploring more Export markets
(b) Benefits derived as a result of the above R&D More products added to the list of products as well was captured more export markets
(c) Future plan of action To maintain improved quality of products through quality control.
(d) Expenditure on R&D Not Substantial

2. Technology absorption adoption and innovation: The Company does not envisage anytechnology absorption.

(C) FOREIGN EXCHANGE EARNINGS & OUTGO:

(Rs. in Lakh)
Particulars 2016-17 2015-16
Total Foreign exchange earnings 1777.20 1218.09
Total Foreign Exchange used 117.01 30.22

Registered Office

Block No. 10-13 Near M. N. Desai Petrol Pump Sarkhej- Bavla Road Village :Changodar District : Ahmedabad -382 213.

Date : 20th July 2017

For and on behalf of the Board

Sanjay S. Shah Aarsh S. Shah
Managing Director Jt. Managing Director