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Standard Medical & Pharmaceuticals Ltd.

BSE: 511042 Sector: Others
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Standard Medical & Pharmaceuticals Ltd. (STANDARDMEDICAL) - Director Report

Company director report

To

The Members of

Standard Medical & Pharmaceuticals Limited

Your Directors take pleasure in presenting this 32nd Annual Report together with theAudited Financial Statements for the financial year ended 31st March 2016.

FINANCIAL RESULTS

A statement of the financial and operational results of your Company for the year underreview is furnished hereunder:

Rs.

Particulars 2015-2016 2014-2015
Total Income 522965 232857
Total Expenditure 607118 1432451
(Loss) for the year before exceptional Items. -84153 -1199594
Exceptional Items - -13753100
(Loss) after Tax -84143 -14952694

OPERATIONS

During the year the company has not earned any business income as there were nooperations due to non availability of investible funds. However the expenditure undervarious heads has been reduced and kept under control by taking necessary measures.

CHANGE OF REGISTERED OFFICE ADDRESS

In view of the operational convenience and as approved by the Board of Directors attheir meeting held on 30th May 2016 the registered office of the company has beenshifted to the following address w.e.f. 15.06.2016:

Flat No. G-8 Amrutha Ville Apts.

Right Wing Opp.: Yashoda Hospital

Rajbhavan Road Somajiguda

Hyderabad – 500082Phone : 040-40272617 ;

Fax : 040-23418836 email : smplhohyd@gmail.com

MANAGEMENT DISCUSSION & ANALYSIS

The Company is engaged in the business of Marketing/Trading of Hospital Products &Consumables.

1. Business Overview & Outlook:

Your company has been in the field of marketing and trading of hospital products &consumables therefore significant opportunities are available in revamping its businessin future. Since global healthcare market is continually gaining with latest medicalinnovations.

Company’s Performance:

The Company could not transact any business during the year under review due to thenon-availability of investible funds. However the Company is hopeful of restarting itsoperations afresh.

DIVIDEND

The Board of Directors of your company has not recommended any dividend for thefinancial year 2015-16 in view of the loss.

SHARE CAPITAL

During the year under review there was no change in the share capital structure andthe paid up capital of the company as on 31st March 2016 was Rs. 1084.57 lakhs.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS.

During the year 4 Board Meetings and 4 Audit Committee Meetings were convened and held.The details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) clause (C) od Sub section (3) of theCompanies Act 2013 your Directors to the best of their knowledge and belief andaccording to the information and explanations obtained by them hereby confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March2016 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year ended31st March 2016 and of the Loss of the company for the year ended on that date.

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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; and

e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

PERFORMANCE EVALUATION OF THE DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 the performance of Board ofDirectors (Including Independent Directors) Key Managerial Personnel (KMPs) have beenevaluated based on the criteria set by the Board of Directors.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees and the company has not made anyinvestments covered under the provisions of Section 186 of the Companies Act 2013.

TRANSFER OF AMOUNT TO RESERVES:

The Board of Directors of your company has not proposed to transfer any amount toReserves in view of the loss for the Financial Year 2015-16.

MECHANISH FOR EVALUATION OF BOARD:

Evaluation of all Board members is done on an annual basis. The evaluation is done bythe Board Nomination and Remuneration committee and independent directors with specificfocus on the performance and effective functioning of the Board and individual Directors.

STATEMENT ON DECLATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION149:

The Independent Directors have submitted the Declaration of Independence as requiredpursuant to section 149(6) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section(6).

DIRECTORS AND KEY MANAGERIAL PERSONEEL:

Pursuant to Sections 149 and 161 of the Companies Act 2013 the Board of Directors atits meeting held on 1st June 2016 appointed Mr. Dendi Reddy Surender Reddy as anAdditional Director of the Company. The requisite resolution for approval of hisappointment as s Director is being proposed in the notice of the ensuing AGM for theapproval of the members.

The Company has received declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013.

None of the Directors are disqualified from being appointed as Directors as specifiedin section 164 of Companies Act 2013. The profile of Directors seekingappointment/re-appointment forms part of the Corporate Governance Report.

AUDITORS

The Audit Committee and the Board of Directors recommends the reappointment of M/s.Chanamolu & Co. Chartered Accountants (Firm registration No. 010000S) as thestatutory Auditors of the Company for a period of 4 years to hold office from theconclusion of this Annual General Meeting (AGM) till the conclusion of the next FifthAnnual General Meeting to be held in the year. The appointment proposed is within the timeframe for transition under the sub-section (2) of Section 139 of the Companies Act 2013.

AUDITORS’ REPORT:

The observation of the Auditors in their report read with relevant notes to theaccounts are self-explanatory and therefore do not require further explanations.

DEPOSITS

During the year under review your Company has not accepted any deposits and there areno unclaimed deposits as on date.

CORPORATE GOVERNANCE

Your Company has endeavored to adhere to high standards of Corporate Governance andensured its compliance both in spirit and law. As per Regulation 27 of SEBI (ListingObligations and Disclosure Requirements)

Regulations 2015 a report on corporate governance practices followed by the Companytogether with a certificate from the Practicing Company Secretary M/s. L D Reddy &Co. confirming compliance forms an integral part of this Report.

PARTICULARS OF CONTRACS OF ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS.

All transactions entered by the Company with related parties were in the ordinarycourse of business and at Arm’s Length basis. There are no materially significantrelated party transactions made by the Company with Promoters Key Managerial Personnel orother designated persons which may have potential conflict with interest of the Company atlarge. The details of the transactions with related parties are given in the financialstatements.

RECONCILIATION OF SHARE CAPITAL AUDIT:

As directed by the Securities and Exchange Board of India (SEBI) Reconciliation ofShare Capital Audit has been carried out at the specified period by a Practicing CompanySecretary

CODE OF ETHICS AND VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted code of Ethics and business conduct which lays down principlesand standards that should govern the actions of the Company and employees. The Company hasa vigil mechanism called "Whistle Blower Policy" with a view to provide amechanism for Employees of the Company to raise concerns of any violations of any legal orregulatory requirement incorrect or misrepresentation of any financial statements andreports etc. The Company is committed to adhere to the highest standard of ethical moraland legal conduct of business operations. The Company has taken steps to establish VigilMechanism for Directors and Employees of the Company. The details of the Policy are postedon the website of the Company.

VIGIL MECHANISM:

The Board of directors have adopted Whistle Blower Policy. The Whistle Blower Policyaims for conducting the affairs in a fair and transparent manner by adopting higheststandards of professionalism honesty integrity and ethical behavior. All permanentemployee of the company are covered under the Whistle blower Policy.

A Mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the chairman of the audit committee in exceptionalcases.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. L. D. Reddy & Co. a firm of Company Secretaries inPractice to undertake the Secretarial Audit of the Company for the financial year2015-2016. The Secretarial Audit Report is annexed herewith in Annexure - A.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 are not applicable to your company.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedin Annexure -B

STATEMENT OF PARTICUARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL:

The Statement of particulars of appointment and Remuneration of Managerial Personnel asper Rule 5 of companies (appointment and Remuneration of Managerial Personnel) Rules 2014is given below.

PARTICULARS OF EMPLOYEES

None of the Employees is in receipt of remuneration exceeding the limits as prescribedunder Section 197 of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel Rules 2014.

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments in the business operations of the companyfrom the financial year ended 31st March 2016 to the date of signing of the DirectorsReport.

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

No Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future.

POLICY ON SEXUAL HARASSMENT.

The Company has adopted policy on prevention of Sexual Harassment of Women at workplacein accordance with the Sexual Harassment of women at workplace (Prevention Prohibitionand Redressal) Act 2013.

During the financial year ended 31st March 2016 the Company has not received anycomplaints pertaining to Sexual Harassment.

HUMAN RESOURCES:

The industrial relations of the company continued to be harmonious during the yearunder review.

ACKNOWLEDGEMENT:

Your Directors express their gratitude to the members bankers customers and otherbusiness constituents for their continued faith assistance and support extended to theCompany. Your Directors also sincerely appreciate the high degree of professionalismcommitment and dedication displayed by employees and their contributions to the Company.

for and on behalf of the Board
Sd/- Sd/-
Place: Hyderabad Srinivasa Raju Godavarthi Dendi Reddy Surender
Date: 13th August 2016 Managing Director Director