The Members of
Standard Medical & Pharmaceuticals Limited
Your Directors take pleasure in presenting this 33rd Annual Report together with theAudited Accounts for the year ended 31st March 2017 and the Report of the Auditorsthereon.
1. FINANCIAL RESULTS
A statement of the financial and operational results of your Company for the year underreview is furnished hereunder:
Rs. in Lakhs
|Particulars ||2016-2017 ||2015-2016 |
|Other Income ||3.45 ||5.23 |
|Total Expenditure ||3.58 ||6.07 |
|(Loss) for the year || || |
|before exceptional Items. ||(0.12) ||(0.84) |
|Exceptional Items ||-- ||-- |
|Net Loss after Tax ||(0.12) ||(0.84) |
2. REVIEW OF OPERATIONS AND FUTURE OUTLOOK
During the year total other income of the company was Rs. 3.45 lakhs and the net losswas Rs. 0.12 lakhs. The company could not earn 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.
3. DIVIDEND AND RESERVES
In view of considerable accumulated losses no dividend is declared and not transferredany amount to Reserves.
4. CHANGE IN THE NATURE OF BUSINESS IF ANY
There is no change in the nature of business of the Company
5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There are no Material changes and commitments in the business operations of the Companyfrom the Financial Year ended 31stMarch 2017 to the date of signing of the Director'sReport.
6. INTERNAL CONTROL SYSTEM
The Company has adequate internal control systems and procedures designed toeffectively control the business and operations of the company. The internal controlsystems are designed to ensure that the financial and other records are reliable for thepreparation of financial statements and for maintaining assets. The Company has welldesigned Standard Operating Procedures considering the essential components of internalcontrol as stated in the Guidance Note on Audit of Internal Controls over FinancialReporting issued by the Institute of Chartered Accountants of India. Independent InternalAuditors conduct audit covering a wide range of operational matters and ensure compliancewith specified standards. Planned periodic reviews are carried out by Internal Audit. Thefindings of Internal Audit are reviewed by the top management and by the Audit Committeeof the Board of Directors.
Based on the deliberations with Statutory Auditors to ascertain their views on thefinancial statements including the Financial Reporting System and Compliance to AccountingPolicies and Procedures the Audit Committee was satisfied with the adequacy andeffectiveness of the Internal Controls and Systems followed by the company.
7. DIRECTORS AND KEY MANAGERIAL PERSONEEL:
As per the provisions of the Companies Act 2013 Smt. A Sailaja will retire byrotation at the ensuing AGM and being eligible offered herself for re-appointment. TheBoard recommends her re-appointment subject to the approval of the members of the Companyat the ensuing Annual General Meeting.
The information on the particulars of Director eligible for appointment in terms ofRegulation 36 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015has been provided in the notes to the notice convening the Annual General Meeting.
There was no other change in the Directors and Key Managerial Persons of the Company.
8. DECLATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:
The Company has complied the provisions of Section 149(6) of the Companies Act 2013.The Company has also obtained declarations from the Independent Directors pursuant toSection 149(7) of the Companies Act 2013.
9. EVALUATION OF THE BOARD'S PERFORMANCE:
In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board and Directors individually was carried out during the year under review based onthe criteria set by the Board of Directors. The evaluation is done with specific focus onthe performance and effective functioning of the Board and individual Directors.
Audit Committee comprises of Mr. V. Rajagopal Reddy as Chairman and Mr. Dendi ReddySurender and Mr. A Siva Kumar Reddy as members. The details of terms of reference of theCommittee members dates of meeting held and attendance of the Directors are givenseparately in the Corporate Governance Report. All the recommendations made by AuditCommittee were accepted by Board.
STAKEHOLDER RELATIONSHIP COMMITTEE
Stakeholder Relationship Committee comprises of Mr. Srinivasa Raju Godavarthi asChairman and Mr. S Basu Thakur as Member. The details of terms of reference of theCommittee member dates of meeting held and attendance of the Directors are givenseparately in the Corporate Governance Report.
NOMINATION & REMUNERATION COMMITTEE:
No separate remuneration committee was constituted as none of the Directors is paid anyremuneration.
10. CODE OF CONDUCT
Directors Key Managerial Personnel and senior management of the Company have confirmedcompliance with the Code of Conduct applicable to the Directors and employees of theCompany and the declaration in this regard made by the Managing Director is attached as AnnexureC' which forms a part of this Report of the Directors. The Code of Conduct isavailable on the Company's website www.smplindia.co.in.
11. 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.
12. STATUTORY AUDITORS:
At the 32nd Annual General Meeting of the Members of the Company held on 28th day ofSeptember 2016 M/s Chanamolu & Co. Chartered Accountants Hyderabad were appointedas the Statutory Auditors of your company to hold the office till the conclusion of theensuing AGM to be held in 2017.
The Audit Committee and the Board of Directors recommends re-appointment of M/s.Chanamolu & Co. Chartered Accountants (Firm Registration No. 010000S) as thestatutory Auditors of the Company in relation to the financial year 20172018 till theconclusion of the next Annual General meeting. The appointment proposed is within the timeframe for transition under the sub-section (2) of Section 139 of the Companies Act 2013.
13. SECRETARIAL AUDITOR:
M/s. L.D. Reddy & Co. Practicing Company Secretaries was appointed to conduct thesecretarial audit of the Company for the financial year 2016-17 as required under Section204 of the Companies Act 2013 and Rules thereunder. The secretarial audit report forfinancial year 2016-17 forms part of the Annual Report as Annexure A' to theBoard's report.
14. PUBLIC DEPOSITS:
During the year under review your company has not accepted any deposits in the natureof public deposits and there are no unclaimed deposits as on date.
15. EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 inaccordance with Section 92(3) of the Companies Act 2013 read with Companies (Managementand Administration) Rules 2014 is given in Annexure B'
16. VIGIL MECHANISM
In terms of the provisions of Section 177 (9) & (10) of Companies Act 2013 andRegulation 22 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has formalized the process andadopted Whistle Blower Policy' within the Company whereby employees and otherstakeholders can report matters such as generic grievances corruption misconductillegality and wastage/misappropriation of assets to the Company.
The policy safeguards the whistle blowers to report concerns or grievances and alsoprovides direct access to the Chairman of the Audit Committee. The Vigil Mechanism andWhistle Blower Policy may be accessed on company's at www.smplindia.co.in
17. LISTING & TRADING
The Company's shares are listed on the Bombay Stock Exchange Ltd. (BSE Ltd.) with scripcode : 511042. However trading in the shares has been suspended since the company is notregular in payment of annual listing fee in view of the losses and strained Cashflows.
18. CORPORATE GOVERNANCE
Your Company has endeavored to adhere to high standards of Corporate Governance andensured its compliance both in spirit and law to ensure ethical corporate behavior andfairness to all stakeholders customers vendors and investors.
A report on corporate governance practices along with a certificate from the PracticingCompany Secretary M/s. L D Reddy & Co. confirming compliance of conditions ofCorporate Governance as stipulated under Regulation 34 of SEBI (LODR) Regulations 2015 isannexed and forms part of the Directors' Report.
19. MANAGEMENT DISCUSSION AND ANALYSIS:
In accordance with the provisions of Regulation 34 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ManagementDiscussion and Analysis is provided below.
Medical diagnostic devices equipments hospital products and consumables play asignificant role in delivering cost effective and efficient healthcare solutions. Thehealthcare industry will continue to grow in a rapid pace through innovation of technologyin the areas of biotechnology and pharmaceuticals.
During the year the company has not transacted any business due to non availability ofinvestible funds.
Your company has been in the field of marketing and trading of hospital products &consumables therefore significant opportunities are available in revamping the businessin future.
Your company is hopeful of restarting its operations afresh.
20. SHARE CAPITAL:
During the year under review there is no change in the authorized share capitalissued subscribed and paid up capital of the Company.
21. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The meetings of the Board are scheduled at regular intervals to decide and discuss onbusiness performance policies strategies and other matters of significance.
During the year ended March 312017 Four (4) Board Meetings were held. The dates onwhich the Board meetings were held are 30/05/2016 13/08/2016 14/11/2016 and 14/02/2017.The intervening gap between any two consecutive Board Meetings was within the periodprescribed by the provisions of the Companies Act 2013.
Detailed information regarding the meetings of the Board and committees is included inthe report on Corporate Governance which forms part of the Board's Report.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
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.
23. PARTICULARS OF CONTRACS OF ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS.
All transactions entered into by the Company with related parties were in the ordinarycourse of business and at Arm's Length basis. There are no materially significant relatedparty transactions made by the Company with Promoters Key Managerial Personnel or otherdesignated 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.
24. E- DISPATCH OF ANNUAL REPORTS
While adhering to the Green Initiative measures as suggested by the MCA we haveresolved to dispatch the Annual Reports electronically to such shareholders who haveregistered and updated their e-mail IDs. with the Registrar & Transfer Agents of theCompany. Annual Report in physical form shall be dispatched to other shareholders.
25. 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(2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel Rules 2014.
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The particulars of conservation of energy technology absorption prescribed underSection 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules2014 are not applicable to your company and the company has neither earned nor expendedany Foreign Exchange.
27. CORPORATE SOCIAL RESPONSIBILITY
Since your Company does not fall within any of the parameters specified under theprovisions of Section 135 of the Companies Act 2013 read with Rules made there underreporting pursuant to Section 134(3) (o) is Not Applicable.
28. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:
With regard to the Statutory Auditors' observation on Emphasis of Matters'regarding preparation of accounts on principles applicable to the going concern read withrelevant notes forming part of the financial statements (Note No. 1.3) areself-explanatory and there do not call for further explanation.
29. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.
During the year under review the company has no women employees and therefore therelevant provisions are not applicable to the company.
30. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 the Boardof Directors of the company hereby confirms that:
a) In the preparation of the annual accounts for the financial year ended 31st March2017 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 2017 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.
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.
| ||By Order of the Board |
| ||For Standard Medical & Pharmaceuticals Ltd. |
| ||Srinivasa Raju Godavarthi |
|Place : Hyderabad ||Managing Director |
|Date : 14th August 2017 ||DIN NO. 0167606 |