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Sangam Health Care Products Ltd.

BSE: 531625 Sector: Health care
NSE: N.A. ISIN Code: INE431E01011
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Sangam Health Care Products Ltd. (SANGAMHEALTH) - Auditors Report

Company auditors report

To

The Members of

Sangam Health Care Products Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Sangam Health Care ProductsLimited ("the Company") which comprise the Balance Sheet as at 31stMarch 2017 the Statement of Profit and Loss and the Cash Flow Statement for the yearthen ended and a summary of significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the preparation of these financialstatements in terms of the requirements of the Companies Act 2013 (hereinafter referred toas ‘the act') that give a true and fair view of the financial position financialperformance cash flows and changes in equity of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsprescribed under Section 133 of the Act read with relevant rules issued thereunder. Therespective Board of Directors of the company are responsible for maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;the selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and the design implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error which have been for the purpose ofpreparation of the financial statements by the Directors of the Company as aforesaid.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit. While conducting the audit we have taken into account the provisions of the Actthe accounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditors' judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Board of Directors as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence obtained is sufficient and appropriate to provide abasis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India including the financial position of the Company asat 31 March 2017 and its loss and Cash Flows and the changes in equity for the year thenended on that date.

Emphasis of Matter

We draw your attention to Note 4.2 of the additional information to the financialstatements which describe the uncertainty related to outcome of the notice received undersection 13(2) of Securitisation and Reconstruction of Financial Assets and Enforcement ofSecurity Interest Act 2002 vide their notice No.NPA/SHCPL dated: 15 March 2017 forrecovery of outstanding dues of Rs.33.06 crores and future interest at agreed contractualrate. Our opinion is not modified with respective to this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the "Annexure A" a statement on the mattersspecified in the paragraph 3 and 4 of the Order.

2. As required by section 143(3) of the Act we report that:

a. we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit of the aforesaidfinancial statements.

b. in our opinion proper books of account as required by law relating to preparationof the aforesaid financial statements have been kept by the Company so far as it appearsfrom our examination of those books.

c. the Balance Sheet the Statement of Profit and Loss and Statement of the Cash Flowand changes in equity dealt with by this Report are in agreement with the relevant booksof account maintained for the purpose of preparation of the financial statements.

d. in our opinion the aforesaid financial statements comply with the AccountingStandards specified under section 133 of the Act read with relevant rule issuedthereunder.

e. On the basis of written representations received from the directors as on March 312017 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2017 from being appointed as a director in terms of Section 164 (2) of theAct;

f. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B"; and

g. With respect to the other matters to be included in the Auditors' Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us;

i. The company does not have any pending litigations which would impact its financialposition.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

iv. The company has provided requisite disclosures in its Financial Statements as toholding as well as to dealings in Specified Bank Notes during the period 8th November2016 to 30th December2016 and these are in accordance with the books of accountsmaintained by the Company. Refer Note 25 to the Financial Statements.

For Jayant & Sadashiv
Chartered Accountants
Firm's Registration Number: 001297S
Jayant Palnitkar
Partner
Place: Hyderabad Membership No. 020851
Date: 30fll May 2017

"Annexure A" to the Independent Auditors' Report

The Annexure referred to in Independent Auditors' Report to the members of the Companyon the financial statements for the year ended 31st March 2017 we reportthat:

1) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets;

(b) The Company has a regular programme of the physical verification of its fixedassets by which fixed assets are verified in a phased manner over a period of three year.In accordance with this program certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets.

(c) The title deed of immovable properties as disclosed in Schedule 10 to thefinancial statements are held in the name of the company as at the balance sheet date.

Particulars Land Factory Buildings
Gross Block as on 31st March 2017 79050000 65130130
Net Block as on 31st March 2017 79050000 42336184

2) (a) The management has conducted the physical verification of inventory atreasonable intervals.

b) The discrepancies noticed on physical verification of the inventory as compared tobooks records which has been properly dealt with in the books of account were notmaterial.

3) In our opinion and according to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms limitedliability partnerships or other parties covered in the register maintained under section189 of the Act. Accordingly the provisions of clause 3 (iii) (a) to (c) of the Order arenot applicable to the Company and hence not commented upon.

4) In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and 186 of the Companies Act 2013in respect of loans investments guarantees and security.

5) The Company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any otherrelevant provisions of the Act and the Companies (Acceptance of Deposit) Rules 2015 withregard to the deposits accepted from the public are not applicable.

6) As informed to us the maintenance of Cost Records has not been specified by theCentral Government under sub-section (1) of Section 148 of the Act in respect of theactivities carried on by the company.

7) (a) According to information and explanations given to us and on the basis of ourexamination of the books of account and records.

i. The Company has been generally regular in depositing the following undisputedstatutory dues: Duty of Excise Value Added Tax Cess with the appropriate authorities.

ii. There has been irregularity in depositing the following undisputed statutory dues:Service tax Employee State Insurance and Provident Fund with the appropriate authorities.

iii. According to the information and explanations given to us the following are theundisputed statutory dues which are in arrears as at 31st March 2017 for aperiod of more than six months from the date on which they have become payable.

Nature of Statute Nature of dues Amount (Rs. in Lakhs) Period to which the amount relates Remarks
The Employees' Provident Funds And Miscellaneous Provisions Act 1952 Provident Fund 93.17 Nov 2013 to Sep 2016 Not deposited
Employees' State Insurance Act 1948 ESI 2.61 Apr 2016 & Sep 2016 Not deposited
The Finance Act 1994 Service Tax 4.57 Apr 2016 & Sep 2016 Not deposited
Income Tax Act 1961 Tax Deducted at Source 1.04 Apr 2016 & Sep 2016 Not deposited

b) According to the information and explanation given to us there are no dues ofincome tax sales tax service tax duty of customs duty of excise value added taxoutstanding on account of any dispute.

8) The Company has defaulted in the repayment of dues to banks amounting to Rs.33.35crores. The company had received a notice under section 13(2) of Securitisation andReconstruction of Financial Assets and Enforcement of Security Interest Act 2002 videtheir notice No.NPA/SHCPL dated: 15 March 2017.

9) The Company has not raised any money by way of initial public offer further publicoffer (including debt instruments) during the year. Accordingly the provisions of Clause3(ix) of the Order are not applicable to the Company.

10) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

11) According to the information and explanations give to us and based on ourexamination of the records the Company has paid/provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Act.;

12) In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable.

13) According to the information and explanations given to us and based on ourexaminations of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable. The details of suchrelated party transactions have been disclosed in the financial statements as requiredunder Accounting Standard (AS) 18 Related Party Disclosures specified under Section 133of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.

14) According to the information and explanations give to us and based upon the auditprocedures performed and the information and explanations given by the management thecompany has not made any preferential allotment or private placement of shares or fully orpartly convertible debentures during the year under review Accordingly the provisions ofclause 3 (xiv) of the Order are not applicable to the Company.

15) According to the information and explanations give to us and based upon the auditprocedures performed and the information and explanations given by the management thecompany has not entered into any non-cash transactions with any director or personsconnected with him. Accordingly the provisions of clause 3 (xv) of the Order are notapplicable to the Company.

16) In our opinion the company is not required to be registered under section 45-IA ofthe Reserve Bank of India Act 1934. Accordingly the provisions of clause 3 (xvi) of theOrder are not applicable to the Company.

For Jayant & Sadashiv
Chartered Accountants
Firm Regn. No: 001297S
Jayant Palnitkar
Partner
Membership No.020851
Place: Hyderabad
Date: 30fll May 2017

"Annexure B" to the Independent Auditors' Report of even date on theFinancial Statements of Sangam Health Care Products Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of SangamHealth Care Products Limited ("the Company") as of March 31 2017 in conjunctionwith our audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditors' judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial controls over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial controls over financialreporting includes those policies and procedures that

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Jayant & Sadashiv
Chartered Accountants
Firm Registration. No: 001297S
Jayant Palnitkar
Partner
Membership No.020851
Place: Hyderabad
Date: 30th May 2017