Sakar Healthcare Limited
Your Directors have pleasure in presenting the 14TH ANNUAL REPORT togetherwith the Audited Financial Statements for the Financial Year 2017-18 ended 31st March2018.
1. FINANCIAL RESULTS AND OPERATIONS:
(Rs. in lakh)
|Particulars ||2017-18 ||2016-17 |
|Sales and other Income ||5360.90 ||4490.49 |
|Profit before Interest and Depreciation ||1312.01 ||1089.76 |
|Less: Interest ||258.51 ||268.53 |
|Profit before Depreciation ||1053.50 ||821.23 |
|Less: Depreciation ||440.92 ||338.94 |
|Less: Exceptional Item ||1.66 ||0.17 |
|Profit before Taxation ||610.92 ||482.12 |
|Less: Provision for Taxation - Current ||150.00 ||80.00 |
|Less: Provision for Taxation - Deferred ||52.79 ||55.85 |
|Less: Provision for Taxation - Previous year ||26.66 ||8.44 |
|Profit for the year ||381.47 ||337.83 |
|Add: Balance Brought Forward ||1109.79 ||958.23 |
|Less : Utilisation of Revenue Reserve for DTL ||- ||186.27 |
|Balance carried to Balance Sheet ||1491.26 ||1109.79 |
There are no material changes and commitment affecting the financial position of theCompany which have occurred between 1st April 2018 and date of this report.
During the year under review the Company achieved turnover of Rs. 5360.90 lakhcompared to Rs. 4490.49 lakh during 2016-17. The Company earned profit before interestdepreciation and tax of Rs. 1312.01 lakh during 2017-18 compared to Rs. 1089.76 lakhduring 2016-17. After providing for interest depreciation and taxes the net profit forthe year under review stood at Rs. 381.47 lakh as compared to Rs. 337.83 lakh during2016-17. The EPS for the year under review stood at Rs. 3.12 compared to Rs. 3.08 for theyear 2016-17.
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.
The Equity Shares of the Company are listed on SME Emerge Platform of National StockExchange of India Limited w.e.f. 14th October 2016. As per the prevailingMigration Policy from SME Platform to NSE Main Board the Company should have been listedon SME Platform for a period of atleast 2 years. This would be subject to the approval ofthe Shareholders by way of Postal Ballot. The Company would approach NSE and Shareholdersfor Migration at appropiate time.
The Company is regular in payment of Annual Listing Fees. The Company has paid Listingfees up to the year 2018-19.
4 . INCREASE IN AUTHORISED SHARE CAPITAL:
The Authorised Equity Share Capital of the Company has been increased from Rs. 12.00crores to Rs. 15.00 crores divided into 15000000 Equity Shares of Rs.10/- each uponpassing of resolution in the Extra Ordinary General Meeting held on 31stAugust 2017.
5. ALLOTMENT OF 1250000 EQUITY SHARES OF RS. 10/- EACH UPON CONVERSION OFUNSECURED LOAN INTO EQUITY SHARES OF THE COMPANY:
The Company after complying necessary provisions under the Companies Act 2013 SEBI& Listing Regulations and obtaining necessary approvals of Shareholders has allotted1250000 Equity Shares of Rs. 10/- each at a premium of Rs. 50/- per Equity Share toPromoters on 4th November 2017 upon conversion of unsecured Loan of Rs. 7.50Crores into Equity Shares of the Company.
6. CHANGE IN THE LANDMARK LOCATION OF THE REGISTERED OFFICE OF THE COMPANY:
The Company with a view to reflect the exact location of the Company modified theparticulars of the address of the Registered Office of the Company by deleting the wordsNear M. N. Desai Petrol Pump' w.e.f. 9th December 2017.
The address of the Registered Office of the Company be now read as under:
Block No. 10/13 Village: Changodar Sarkhej-Bavla Highway Tal: Sanand Dist:Ahmedabad 382 213
7. ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY:
The Company through its Extra Ordinary General Meeting held on 20th March2018 has altered the Articles of Association of the Company by inserting a specificArticle empowering the Company to issue Equity Warrants.
8. ALLOTMENT OF 2750000 EQUITY WARRANTS OF RS. 10/- EACH CONVERTIBLE INTO2750000 EQUITY SHARES OF RS. 10/- EACH TO PROMOTER & NON - PROMOTER ON PREFERENTIALBASIS:
The Company upon receiving necessary approval of Shareholders in the Extra OrdinaryGeneral Meeting held on 20th March 2018 allotted 2750000 Equity Warrants ofRs. 10/- each on 28th March 2018 (convertible into 2750000 Equity Shares)for cash at premium of Rs. 55/- per Equity Warrant i.e. totalling to Rs. 65/- per EquityWarrant aggregating to Rs. 17.88 Crores to Promoters & Non-Promoter of the Company onPreferential basis in accordance with the provisions of the Companies Act 2013 and SEBIRegulations.
9. DEMATERIALISATION OF EQUITY SHARES:
All the Equity Shares of the Company are in dematerialised form with either of thedepository viz. NSDL and CDSL. The ISIN allotted to the Company is INE732S01012.
10. DIRECTORS & KEY MANAGERIAL PERSONNEL:
10.1 One of your Directors viz. Mr. Aarsh S. Shah retires by rotation in terms of theArticles of Association of the Company. However being eligible offers himself forreappointment.
10.2 The Board of Directors duly met 8 times during the financial year under review.
10.3 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.
10.4 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.
10.5 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 March2018 being end of the financial year 2017-18 and of the profit of the Company for theyear;
(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.
11. 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.
12. MANAGERIAL REMUNERATION:
|Sr. No. Name of the Director & Designation ||Remuneration for the year 2017-18 ||% increase over last year ||Parameters ||Median of Employees Remuneration ||Ratio ||Commission received from Holding/ Subsidiary |
|1 Sanjay S. Shah Managing Director ||1235000 ||- || ||259200 ||20.99 times ||- |
|2 Rita S. Shah Executive Director ||650000 ||- ||Higher responsibility and time involvement ||259200 ||39.88 times ||- |
|3 Aarsh S. Shah Joint Managing Director ||1170000 ||- || ||259200 ||22.15 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.
13. KEY MANAGERIAL PERSONNEL:
13.1 % INCREASE IN REMUNERATION OF DIRECTORS AND KMP:
|Sr. No. Name of the Director & KMP ||Designation ||Percentage (%) |
| || ||Increase (If any) |
|1. Sanjay S. Shah ||Managing Director ||- |
|2. Ritaben S. Shah ||Wholetime Director ||- |
|3. Aarsh S. Shah ||Joint Managing Director ||- |
|4. Jhonny G. Kudilil ||CFO ||13.13 |
|5. Pratixa Seju (upto 21-02-2018) ||Company Secretary ||- |
|6. Hema Advani (from 21-02-2018) ||Company Secretary ||- |
13.2 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.
14. PERSONNEL AND H. R. D.:
14.1 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 239. 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.
14.2 PARTICULARS OF EMPLOYEES:
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) ofCompanies Appointment & Remuneration of Managerial personnel) Rules 2014.
15. 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.
16. RELATED PARTY TRANSACTION AND DETAILS OF LOANS GUARANTEES INVESTMENT &SECURITIES
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.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
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.
18. CORPORATE GOVERNANCE AND MDA:
Report on Corporate Governance Management Discussion and Analysis (MDA) and acertificate regarding compliance with the conditions of Corporate Governance are appendedto the Annual Report as Annexure - B.
19. 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. The said Report is attached with this Report as Annexure C.
There are no remarks / qualification in the Secretarial Audit Report hence noexplanation has been offered.
20. EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in Form MGT-9 has been attached herewith as Annexure D.
21. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIP
The details of various committees and their functions are part of Corporate GovernanceReport.
22.1 STATUTORY AUDITORS:
At the 11th Annual General Meeting held on 30th September 2015M/s. A. L. Thakkar & Co. Chartered Accountants Ahmedabad were appointed as StatutoryAuditors of the Company to hold office till the conclusion of Annual General Meeting to beheld in the year 2020.
The remarks of Auditor are self explanatory and have been explained in Notes onAccounts.
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.
The Company has not accepted during the year under review any Deposits and there wereno overdue deposits.
22.4 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 are monitored regularly with reference tostatutory regulations and guidelines defined by the Company.
22.5 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiaries/ Associates Companies / JVs. 22.6 CODE OFCONDUCT:
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.
22.7 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.
22.8 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.
22.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013: The Company has in place an Anti Sexual Harassment Policy inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. During the year under review the Company did notreceive any complaint.
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.
22.11 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.
23. 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.
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.
25.1 The Company has availed financial assistance in form of Term Loans and WorkingCapital from State Bank of India.
25.2 The Company's Income tax Assessment has been completed upto the Assessment Year2016-17.
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.
|Registered Office || |
For and on behalf of the Board
|Block No. 10/13 Village: Changodar || || |
|Sarkhej- Bavla Highway || || |
|Tal: Sanand Dist: Ahmedabad -382 213 ||Sanjay S. Shah ||Aarsh S. Shah |
|Date : 20th July 2018 ||Chairman & Managing Director ||Jt. Managing Director |