Sangam Health Care Products Ltd.
|BSE: 531625||Sector: Health care|
|NSE: N.A.||ISIN Code: INE431E01011|
|BSE 05:30 | 01 Jan||Sangam Health Care Products Ltd|
|NSE 05:30 | 01 Jan||Sangam Health Care Products Ltd|
|BSE: 531625||Sector: Health care|
|NSE: N.A.||ISIN Code: INE431E01011|
|BSE 05:30 | 01 Jan||Sangam Health Care Products Ltd|
|NSE 05:30 | 01 Jan||Sangam Health Care Products Ltd|
To the Members
The Directors have pleasure in presenting before you the 26th Directors'Report of the Company together with the Audited Statements of Accounts for the year ended31st March 2020. The Company's performance is summarized below:
1. FINANCIAL SUMMARY/HIGHLIGHTS/STATE OF COMPANY'S AFFAIRS:
The performance during the period ended 31stMarch 2020 has been as under:
2. REVIEW OF OPERATIONS:
During the year under review the Company has recorded a total income of Rs. 2182.33lakhs and profit of Rs. 405.43 lakhs for the financial year ending 31.03.2020 as againstthe total income of Rs. 2107.95 lakhs and loss of Rs. 202.8 lakhs in the previousfinancial year ending 31.03.2019.
3. MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments affecting financial position of thecompany between 31st March 2020 and the date of Board's Report. (i.e.19.08.2020) except the effect of the pandemic COVID - 19 due to which the factory wasinoperative up to Forty-Five days approximately.
4. 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.
6. 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.
In this direction the company has received in-principle approval from BSE vide letterLIST/ COMP/SK/317/2019-20 dated 28.02.2020. The company is working towards getting thetrading started on BSE within a year.
7. 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.
8. BOARD MEETINGS:
The Board of Directors duly met 12 (twelve) times on 03.05.2019 17.05.201930.05.2019 03.06.2019 29.06.2019 14.08.2019 03.09.2019 14.11.2019 26.11.201907.12.2019 14.02.2020 and 24.02.2020 and in respect of which meetings proper noticeswere given and the proceedings were properly recorded and signed in the Minutes Bookmaintained for the purpose.
9. 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.
10. 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 except for in principle approval from BSEas mentioned earlier in the report.
11. CORPORATE GOVERNANCE:
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.
12. VIGIL MECHANISM
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.
13. 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.
14. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO ANDKEY MANANGERIAL PERSONNEL:
During the period under review following were the Directors/ Key Managerial Personnelresigned/ vacated office during the financial year 2019-20 including between the financialyear ended 31st March 2020 and date of Board's report (i.e19.08.2020):
The Board also noted that the Independent Directors Mr. Khushwant Singh and Mr. RamuChaganti confirmed that there is no other material reason other than personal commitments.
During the period under review following were the Directors/ Key Managerial Personnelappointed/reappointed during the financial year 2019-20:
Mrs. Padma Ghanakota was re-appointed at the 25th Annual GeneralMeeting held on 30.09.2019 as director who retired by rotation and being eligible offeredherself for reappointment.
Mr. A. Bala Gopal was appointed as Managing Director for a period of three yearswith effect from 29.06.2019 with the approval of members in the 25th AnnualGeneral meeting held on 30.09.2019.
Mr. Khushwant Singh was re-appointed as Independent Director of the company fora second term of 5 consecutive years in the 25th Annual General Meeting held on30.09.2019. However he resigned on 26.06.2020.
Mrs. Sharvari Swapnil Shinde was appointed as Company Secretary in the BoardMeeting held on 26.11.2019 with immediate effect.
As required under regulation 36 (3) of the SEBI (LODR) Regulations 2015 briefparticulars of the Directors seeking appointment/re-appointment are given as under: -
15. 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.
16. 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/
17. 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.
18. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mr. Rajesh Kakkera and Mr. MadhavaraoMandalapu Independent directors of the company to the effect that they are meeting thecriteria of independence as provided in Sub-section (Rs) of Section 149 of the CompaniesAct 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
19. 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.
20. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES:
The company does not have any subsidiaries/Associate companies.
21. DETAILS IN REPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT.
There were no frauds reported by the auditors as per section 143 (12).
22. STATUTORY AUDITORS:
The Board informed the members in the notice and explanatory statement annexed to itthat Mr. M. Ramakrishna Chartered Accountant Hyderabad have tendered their resignationfrom the position of Statutory Auditor resulting in casual vacancy in the office andproposed the appointment of M/s. M.M Reddy & Co as a statutory Auditor of the companyto hold office from the conclusion of this meeting till the conclusion of 31stAnnual General Meeting subject to approval.
23. 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.
24. SECRETARIAL AUDIT:
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 M/s. S.S Reddy & Associates Practicing Company Secretary to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit carried out for FY2019-20 is annexed as the part of the annual report.
25. AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2020 and has noted the same and the details for qualifications/observationare discussed in detail in Audit Report attached to it.
(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 the qualifications/observations are discussed in detail in Secretarial Audit Report attached to it.
26. 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
B. Technology Absorption: NIL
the efforts made towards technology absorption;
the benefits derived like product improvement cost reduction productdevelopment or import substitution
in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and
(e) the expenditure incurred on Research and Development.
C. Foreign Exchange Earnings and Out Go: NIL
27. 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 reconstituted in the Board Meeting held on 26.06.2020 due toresignation of Mr. Khushwant Singh. The composition of CSR is as follows:
28. SECRETARIAL STANDARDS:
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.
30. 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.
31. 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 well-defined 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.
32. 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.
33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's websiteatwww.sangamhealthcare.co.in.
Your Directors draw attention of the members to Notes to Accounts attached to thefinancial statement which sets out related party disclosures.
34. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable for the financial year 2019-20.
35. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THECOMPANY:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND 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. The composition of committee is as follows:
All employees are covered under this policy. During the year 2019-20 there were nocomplaints received by the Committee.
37. DELISTING OF EQUITY SHARES FROM BSE:
The company is suspended from trading on BSE but continues to be listed. The companywas not delisted from the exchange during the FY 2019-20.
38. 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.
39. 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.
40. 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.
41. CREDIT & GUARANTEE FACILITIES:
No Working capital and Cash credits in any banks.
42. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWNAND THE 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.
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.
43. 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 Board of Directors has not withdrawn Salary during the financial year 2019-20Hence the ratio of remuneration is Nil for each director.
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 co-operation support and smartwork have enabled the company to achieve a moderate growth and is determined to poise arapid and remarkable growth in the year to come.