To the Members
The Directors have pleasure in presenting before you the 25th Directors'Report of the Company together with the Audited Statements of Accounts for the year ended31stMarch 2019. The Company's performance is summarized below:
The performance during the period ended 31stMarch 2019 has been as under:
| ||(Rs. in lakhs) || |
|Particulars ||20182019 ||2017-18 |
|Turnover/Income (Gross) ||2103.92 ||2088.90 |
|Other Income ||4.03 ||1841.00 |
|Profit/loss before Depreciation Finance Costs || || |
|Exceptional items and Tax Expense ||2107.96 ||1378.23 |
|Less: Depreciation/ Amortisation/ Impairment ||150.26 ||152.28 |
|Profit /loss before Finance Costs || || |
|Exceptional itemsand Tax Expense ||1957.70 ||1225.95 |
|Less: Finance Costs ||209.96 ||332.94 |
|Profit /loss before Exceptional items and Tax Expense ||1747.74 ||893.01 |
|Add/(less): Exceptional items ||- || |
|Profit /loss before Tax Expense || || |
|Less: Tax Expense (Current & Deferred) ||15.26 ||155.64 |
|Profit /loss for the year (1) ||(202.80) ||737.37 |
|Total Comprehensive Income/loss (2) ||(202.80) ||0 |
|Total (1+2) ||(202.80) ||737.37 |
|Balance of profit /loss for earlier years ||- || |
|Less: Transfer to Debenture Redemption Reserve ||- || |
|Less: Transfer to Reserves ||- || |
|Less: Dividend paid on Equity Shares ||- || |
|Less: Dividend paid on Preference Shares ||- || |
|Less: Dividend Distribution Tax || || |
|Balance carried forward ||(4249.42) ||(4046.61) |
REVIEW OF OPERATIONS:
During the year under review the Company has recorded an income of Rs. 2107.95 lakhsand Loss of Rs. 202.81 lakhs for the financial year ending 31.03.2019 as againstthe income of Rs.3929.93 lakhs and Profit of Rs.797.56 in the previousfinancial year ending 31.03.2018.
MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments affecting financial position of thecompany between 31st March 2019 and the date of Board's Report. (i.e.14.08.2019)
CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the period under review and the date of Boards' Report there was no change inthe nature of Business.
Keeping the Company's revival plans in mind your Directors have decided not torecommend dividend for the year.
REASON FOR SUSPENSION:
The Company is under suspension on BSE due to penal reasons. However the company underthe new management lead by Mr. A. Bala Gopal Managing Director of the Company has beenworking aggressively towards revoking the company from suspension. The Board assures thatall due efforts are being made to revoke the company from suspension and so shall be donesoon.
TRANSFER TO RESERVES:
Pursuant to provisions of Section 134 (3) (j) of the Companies Act 2013 the companyhas not proposed to transfer any amount to general reserves account of the company duringthe year under review.
The Board of Directors duly met 6 (Six) times on 07.05.2018 30.05.2018 14.08.201815.10.2018 06.11.201813.02.2019 and in respect of which meetings proper notices weregiven and the proceedings were properly recorded and signed in the Minutes Book maintainedfor the purpose.
DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet. Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22ndJanuary 2019 amending the Companies (Acceptance of Deposits) Rules 2014 the Company isrequired to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 foroutstanding receipt of money/ loan by the Company which is not considered as deposits.
The Company has complied with this requirement for the financial year 2018-19.
SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 mandate thatthe transfer except transmission and transposition of securities shall be carried out indematerialized form only with effect from 1stApril 2019. In view of thenumerous advantages offered by the Depository system as well as to avoid frauds membersholding shares in physical mode are advised to avail of the facility of dematerializationfrom either of the depositories. The Company has directly as well as through its RTAsent intimation to shareholders who are holding shares in physical form advising them toget the shares dematerialized.
DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013:
The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014.
DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013:
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014.
DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1) (b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014.
DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS COURTS TRIBUNALSIMPACTING THE GOING CONCERN BASIS OF THE COMPANY:
There were no significant material orders passed by regulators courts tribunalsimpacting the going concern basis of the Company.
A Separate section titled "Report on Corporate Governance" along with theAuditor's Certificate on Corporate Governance as stipulated under Regulation 34 read withSchedule V of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 as a part of this Annual Report.
The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting the highest standards of professionalism honestyintegrity and ethical behavior. In line with the Code of Conduct any actual or potentialviolation howsoever insignificant or perceived as such would be a matter of seriousconcern for the Company. The role of the employees in pointing out such violations of theCode of conduct cannot be undermined. Pursuant to Section 177(9) of the Act a vigilmechanism was established for directors and employees to report to the managementinstances of unethical behavior actual or suspected fraud or violation of the Company'scode of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employeesof the Company to approach the Chief Financial Officer of the Company for redressal.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management discussion and analysis report for the year under review as stipulated underRegulation 4(3) read with Schedule V Part B of SEBI(Listing Obligations and DisclosureRequirements) Regulations 2015 with the stock exchange in India is presented in aseparate section forming part of the annual report.
APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEYMANANGERIAL PERSONNEL:
Mrs. Padma Ghanakota was re-appointed at the 24th Annual GeneralMeeting held on 29.09.2018 as director who retired by rotation and being eligible offeredherself for re-appointment.
Mr.Bala Gopal Addepalli's designation changed from Managing Director toPromoter Director (Non-Executive) at the Board meeting held on 3rdMay 2019.
However in the Board meeting held on 29.06.2019 he was then redesignated as ManagingDirector of the Company for a term of three years commencing from 29.09.2019 to 28.06.2022subject to the approval of shareholders.
Mr. Khushwant Singh was re-appointed as Independent Director of the companyfor a second term of 5 consecutive years subject to approval of the shareholders.
Mr. Basawaraj Nagabusappa Sajjan resigned as director w.e.f 07.05.2018. TheBoard places on record its sincere appreciation for the services rendered by them duringhis tenure as director of the Company.
Mr. Suresh Adoni was appointed as Additional Director w.e.f 03.05.2019
Mr. D.V.S Krishna Teja was appointed as Additional Director and ManagingDirector on 03.05.2019. Later he was redesignated as Director on 29.06.2019.
Pursuant to regulation 36 (3) of the SEBI (LODR) Regulations 2015 brief particularsof the Directors seeking appointment/re-appointment are given as under:-
|Name of the Director ||Mr. Bala Gopal Addepalli ||Khushwant Singh ||Mrs. Padma Ghanakota |
|Date of Birth ||25.08.1967 ||14.06.1956 ||17.08.1964 |
|Date of Appointment ||02.02.2015 ||04.02.2014 ||25.03.2015 |
|Expertise in specific functional areas ||Aged about 51 years and earlier has a unit of manufacturing of IV Sets in the name of Sai Healthcare at Jeedimetla Hyderabad. He used to supply IV Sets to Govt. of Andhra Pradesh. He is a commerce graduate. ||Dr Khushwant Singh is the Managing Director of Esha Hospital. He has done his MBBS D.G.O. F.C.G.P. He is a gold medallist in MBBS and he is one of the very few practicing family physicians in Hyderabad. He is down to earth and prefers listening to the patient first and then treating them. He holds a distinction in PG (DGO) and he also holds Fellowship from the College of General Physicians (FCGP). ||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. |
| || ||A unique credit of treating more than 1000 Chikungunya cases also goes to him. He has conducted many CMEs of Hypertension and Diabetes Management. || |
|Qualifications ||Commerce ||M.B.B.S. D.G.O. F.C.G.P. ||Commerce Graduate |
|Names of the Listed entities in which the person is holding Directorships or Board Committee Memberships ||Graduate || || |
| ||- || ||- |
|Inter se relationship among Directors ||Husband of Mrs Padma Ghanakota & relative of Mr. D.V.S. Krishna Teja || ||Wife of Mr. Bala Gopal Addepally & relative of Mr. D.V.S. Krishna Teja |
FORMAL ANNUAL EVALUATION / BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performanceboard Committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on January 5 2017.
In a separate meeting of independent directors performance of non-independentdirectors the board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
In the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the board its committeesand individual directors was also discussed.
Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report and on website of the company i.e.http://www.sangamhealthcare.co.in/
AUTHORISED AND PAID UP CAPITAL OF THE COMPANY:
The authorized capital of the Company stands at Rs. 150000000/- divided into15000000 equity shares of Rs. 10/- each. The Subscribed Issued and Paid-up capital ofthe Company stands at Rs. 148607000/- divided into 14860700 equity shares of Rs.10/- each.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mr. Khushwant Singh Mr. Rajesh Kakkera Mr.Ramu Chaganti and Mr. Madhavarao Mandalapu Independent directors of the company to theeffect 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 Obligationsand Disclosure Requirements) Regulations 2015.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating 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 and ofthe profit and loss of the company for that period;
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;
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 and
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.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES /ASSOCIATES:
The company does not have any subsidiaries/Associate companies.
DETAILS IN REPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT.
There were no frauds reported by the auditors as per section 143 (12).
The existing auditor M/s. K.R. Shekher & Co. resigned w.e.f. 14th August 2019 dueto casual vacancy. Accordingly the appointment of Mr. M. Ramakrishna as a statutoryauditors of the company in place of existing auditors is placed for approval by theshareholders. The Auditors' Report for fiscal 2019 does not contain any qualificationreservation or adverse remark. The Auditor's Report is enclsoed with the financialstatements in the Annual Report. The company has received Audit Report with unmodifiedopinion for standalone audited financial results of the company for the financial yearended March 31 2019 from the statutory auditors of the comapny.
The Auditors have confirmed that they have subjected themselves to peer reivew processof institute of Chartered Accountants of India (ICAI) and hold valid certificate issued bythe Peer Review Board of ICAI.
The Board recommends the appointment of Chartered Accountant as statutory auditors ofthe company from the conclusion of this Annual General Meeting till the conclusion of the30th Annual General Meeting.
DISCLOSURE OF ACCOUNTING TREATMENT
The Company has complied with the appropriate accounting policies and has ensured thatthey have been applied consistently. There have been no deviations from the IndianAccounting Standards prescribed under section 133 of the Companies Act 2013 read withrelevant rules.
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 hadappointed Ms. Aakanksha Practicing Company Secretary to undertake the Secretarial Auditof the Company. The Report of the Secretarial Audit carried out is annexed as the part ofthe annual report.
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2019 and has noted that the company has made the arrears in payments ofPF ESI and TDS. However the Board decided to further strengthen the existing system andprocedures to meet all kinds of challenges that may occur in the industry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and there are no qualificationsin the report.
|Secretaries auditor observation ||Reply by management |
|i. Pursuant to the provisions of the Section 203(1) (ii) of the Companies Act 2013 read with regulation 6 of SEBI (LODR) Requirements 2015 the Company shall appoint company secretary as compliance officer. It was observed that Company Secretary was appointed w.e.f 16.10.2018 and was resigned w.e.f 17.05.2019. ||Company is making all the continuous efforts to find the suitable incumbent. |
|ii.Pursuant to the provisions of the Section 138 of the Companies Act 2013 the company shall appoint the internal auditor. However the Company has not complied with the requirement. ||Company is making all the continuous efforts to find the suitable incumbent. |
INDIAN ACCOUNTING STANDARDS
The Ministry of Corporate Affairs vide its notification dated 16th February 2015 hasnotified the Companies (Indian Accounting Standards) Rules 2015. In pursuance of the saidnotification the Company will adopt Indian Accounting Standards with effect from 01stApril 2017. The implementation of Indian Accounting Standards (IAS) is a major changeprocess for which the Company has set up a dedicated team and is providing desiredresources for its completion within the time frame. The impact of the change on adoptionof said IAS is being assessed.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134 of the Companies Act 2013 is providedhereunder:
A. Conservation of Energy:
CONSUMPTION PER UNIT OF PRODUCTION
|Product || |
|Medical Disposables (qty in Lakhs) ||: 335.37 |
|Electricity (kwh) per Lakh Nos ||: 4615.96 |
|Furnace Oil (Ltrs) ||: NIL |
|Coal ||: NIL |
|Others ||: NIL |
B. Technology Absorption:
All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not applicable tothe Company.
C. Foreign Exchange Earnings and Out Go: NIL
CORPORATE SOCIAL RESPONSIBILTY POLICY:
During the financial year the Company does not have net worth of Rs. 500 Crore or moreor turnover of Rs. 1000 Crore or more or a net profit of Rs. 5.00 Crore or more during thefinancial year as per section 135 of the Companies Act 2013. However based on theturnover for the F.Y 2018-19 the provisions of CSR were not applicable to the company.
The Corporate Social Responsibility Committee formed under Section 135 of theCompanies Act 2013 based on net profit for the financial year 2017-18 comprises 3members with One Independent Director and two executive Directors.
|COMPOSITION: || |
|Mr. Khushwant Singh ||- Chairman |
|Mr. Ramu Chaganti ||- Member |
|Mr. Bala Gopal Addepalli ||- Member |
The company is in compliance with Secretarial Standards issued by The Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.
The properties and assets of Company are adequately insured.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given loans Guarantees or made any investments attracting theprovisions of Section 186 of the Companies Act 2013 during the financial year underreview.
DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
Your Company has well laid out policies on financial reporting asset managementadherence to Management policies and also on promoting compliance of ethical and welldefined standards. The Company follows an exhaustive budgetary control and standardcosting system. Moreover the management team regularly meets to monitor goals and resultsand scrutinizes reasons for deviations in order to take necessary corrective steps. TheAudit Committee which meets at regular intervals also reviews the internal control systemswith the Management and the internal auditors.
The internal audit is conducted at the Company and covers all key areas. All auditobservations and follow up actions are discussed with the Management as also the StatutoryAuditors and the Audit Committee reviews them regularly.
RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management. Your Company hasadopted a procedure for assessment and minimization of probable risks. It ensures that allthe risks are timely defined and mitigated in accordance with the well-structured riskmanagement process.
RELATED PARTY TRANSACTIONS:
All related party transactions u/s 188 of Companies Act 2019 that were entered intoduring the financial year were on arm's length basis and were in the ordinary course ofbusiness as furnished in note no. 17 of the financial statements. During the financialyear 2018-19 there were no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large.
In line with the provisions of Section 177 of the Act read with the Companies (Meetingsof the Board and its Powers) Rules 2014 omnibus approval for the estimated value oftransactions with the related parties for the financial year is obtained from the AuditCommittee. The transactions with the related parties are routine and repetitive in nature.
The summary statement of transactions entered into with the related parties pursuant tothe omnibus approval so granted are reviewed and approved by the Audit Committee and theBoard of Directors on a quarterly basis. The summary statements are supported by anindependent audit report certifying that the transactions are at an arm's length basis andin the ordinary course of business
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure- VI to thisreport.
DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable for the financial year 2018-19.
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 disclosuresis not required.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment.
|Committee: || |
|Name ||Designation |
|U. Subrahmanyam ||Presiding Officer |
|S.V. Bhavani ||Member |
|Anuradha ||Member |
|Dasaripalla Joji ||External Member |
All employees are covered under this policy. During the year 2018-2019 there were nocomplaints received by the Committee.
LISTING STATUS ON BSE:
The company was delisted by BSE vide notice no. 20180702-28 dated July 2 2018 w.e.fJuly 4 2018. The company approached Hon'ble Securities Tribunal and based on the orderspassed thereon BSE vide letter dated September 25 2018 restored the Listing status ofthe company.
The Company has paid the listing fees for the year 2019-20 to BSE Limited
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
Independent Directors are familiarized about the Company's operations and businesses.Interaction with the Business heads and key executives of the Company is also facilitated.Detailed presentations on important policies of the Company is also made to the directors.Direct meetings with the Managing Director are further facilitated to familiarize theincumbent Director about the Company/its businesses and the group practices.
The details of familiarization programme held in FY 2018-19 are also disclosed on theCompany's website at www.sangamhealthcare.co.in
NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the year under review the Company does not have any unclaimed Dividends to betransferred to investors education and protection funds
NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
During the year under review no Company has become or ceased to become itssubsidiaries joint ventures or associate Company.
CREDIT & GUARANTEE FACILITIES:
The Company has availed Working Capital facilities and Term Loan from Kotak Bank. TheCompany has given counter guarantee to Bankers for obtaining Bank Guarantee.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All the policies areavailable on our website www.sangamhealthcare.co.in. The policies are reviewedperiodically by the Board and updated based on need and new compliance requirement.
Pursuant to SEBI circular(s) the company has amended the following policies and thesame were updated on the website of the company: 1. Board Evaluation Policy 2. Nomination& Remuneration Policy 3. Related Party Policy 4. Risk Management Policy 5. VigilMechanism Policy 6. Code of Conduct for Prevention of Insider Trading 7. Corporate SocialResponsibility Policy
The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.
STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN ANDTHE 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 ofManagerial Personnel) Rules 2014 is appended as Annexure VIII to this Report.
During the year none of the employees is drawing a remuneration of Rs.10200000/- andabove per annum or Rs.850000/- and above in aggregate per month the limits specifiedunder the Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
RATIO OF REMUNERATION TO EACH DIRECTOR
Under section 197(12) of the Companies Act 2013 and Rule 5(1) (2) & (3) of theCompanies (Appointment & Remuneration) Rules 2014 read with Schedule V of theCompanies Act 2013 the ratio of remuneration of Managing Director (Mr.Bala GopalAddepalli) Executive Director (Mr. D.V. Krishna Teja) of the Company to the medianremuneration of the employees is 5.3:1 respectively.
CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 which werefurther amended vide SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018.The Insider Trading Policy of the Company lays down guidelines and procedures to befollowed and disclosures to be made while dealing with shares of the Company as well asthe consequences of violation. The policy has been formulated to regulate monitor andensure reporting of deals by employees and to maintain the highest ethical standards ofdealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website (www.sangamhealthcare.co.in)
EVENT BASED DISCLOSURES
During the year under review the Company has not taken up any of the followingactivities: 1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of itsshares: NA 5. Buy back shares: NA
6. Disclosure about revision: NA 7. Preferential Allotment of Shares: NA
CEO/ CFO Certification
The Managing Director cum CEO and CFO certification of the financial statements for theyear 2018-2019 is annexed in this Annual Report.
Your Directors place on record their appreciation for the overwhelming co-operation andassistance received from the investors customers business associates bankers vendorsas well as regulatory and governmental authorities. Your Directors also thanks theemployees at all levels who through their dedication cooperation support and smart workhave enabled the company to achieve a moderate growth and is determined to poise a rapidand remarkable growth in the year to come.
| ||For and on behalf of the Board of |
| ||Sangam Health Care Products Limited |
| ||Sd/- |
|Place: Hyderabad ||Bala Gopal Addepalli |
|Date: 14.08.2019 ||Chairman & Managing Director |
| ||(DIN: 01712903) |
| ||Sd/- |
| ||Mrs. Padma Ghanakota |
| ||Director |
| ||(DIN: 07078176) |