The Members,
Sakar Healthcare Limited,
Your Directors have pleasure in presenting the 19TH ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2022-23 ended 31st March, 2023.
(Rs. in lakh)
Particulars |
Standalone |
Consolidated |
||
2022-23 | 2021-22 | 2022-23 | 2021-22 | |
Sales and other Income | 13803.38 | 13039.77 | 13803.38 | 13039.77 |
Profit before Interest and Depreciation | 3781.19 | 3157.24 | 3781.19 | 3149.67 |
Less: Interest | 594.98 | 289.71 |
594.98 |
289.71 |
Profit before Depreciation | 3186.21 | 2867.53 | 3186.21 | 2859.96 |
Less: Depreciation | 1498.60 | 966.74 | 1498.60 | 966.74 |
Profit before Taxation | 1687.61 | 1900.79 | 1687.61 | 1893.21 |
Less: Provision for Taxation - Current | 286.98 | 341.07 |
286.98 |
339.74 |
Less/ (Add): Provision for Taxation - Deferred | 124.77 | 35.47 |
124.77 |
35.47 |
Profit for the year | 1275.86 | 1524.25 | 1275.86 | 1518.00 |
There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2023 and date of this report.
During the year under review, the Company achieved turnover of Rs.13803.38 lakh ascompared to Rs. 13039.77 lakh during 2021-22. The Company earned profit before interest, depreciation and tax of Rs. 3781.19 lakh during as compared to Rs. 3157.24 lakh during 2021-22. After providing for interest, depreciation and taxes, the net profit for the year under review stood at Rs. 1275.86 lakh as compared to Rs. 1524.25 lakh during 2021-22.
With view to conserve the financial resources for the future requirement of the Company, the Board of Directors has not recommended any dividend for the year.
The Company has allotted 15,00,000 Equity Shares of Rs. 10/- each at premium of Rs. 150/- per Equity Shares on 8th July, 2022 to Non-Promoter on Preferential Basis after complying with the provisions and guidelines under the Companies Act, 2013 and SEBI Regulations. The Company also obtained approval of NSE for Listing & Trading of the said Equity Shares in due course of time.
The disclosure as required under Regulation 32(7A) of SEBI LODR Regulations, 2015 is as under:
Date of Raising Funds |
6th July, 2022 |
Amount Raised |
Rs. 24.00 Cr. |
Monitoring Agency |
Not applicable |
Is there a Deviation / Variation / Modification in use of funds raised |
No |
Objects for which funds have been raised:
Original Object |
Funds raised on 06-07-2022 |
Funds Utilised till 30-09-2022 |
Funds Utilised till 31.12.2022 |
Funds Utilised till 31-03-2023 & as on date of this report |
To manufacture anti-cancer injection products both in Liquid and Lyophilised form total costing of Rs. 38.75 crores |
24.00 Cr. |
24.00 Cr. (100% utlilized) |
N.A. |
N.A. |
- The Company has allotted 4,22,000 Equity Shares of Rs. 10/- each at premium of Rs. 240/- per Equity Shares on 24th February, 2023 to Non-Promoters on Preferential Basis after complying with the provisions and guidelines under the Companies Act, 2013 and SEBI Regulations. The Company also obtained approval of NSE for Listing & Trading of the said Equity Shares in due course of time.
The disclosure as required under Regulation 32(7A) of SEBI LODR Regulations, 2015 is as under:
Date of Raising Funds | From 20th February, 2023 to 23rd February, 2023 |
Amount Raised | Rs. 10.55 Cr. |
Monitoring Agency | Not applicable |
Is there a Deviation / Variation / Modification in use of funds raised | No |
Objects for which funds have been raised:
Original Object | Funds raised From 20-02-2023
To 23-02-2023 |
Funds Utilised till 31-03-2023 |
Oncology Project and Procurement of Machinery and Equipments with Electrification for the said project |
10.55 Cr. |
10.55 Cr. (100% utlilized) |
Post allotment of Equity Shares as aforesaid, the paid up Capital of the Company stood at Rs. 19.04 Crores divided into 1,90,40,000 Equity Shares Equity Shares of Rs.10/- each as on date of this report.
The paid up Share Capital of the Company as on 31st March, 2023 was Rs. 19.04 Crore. As on 31st March, 2023, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity and none of the Directors of the Company hold any convertible instruments.
The Company does not propose to transfer any amount to General Reserves.
All the Equity Shares of the Company are in dematerialised form with either of the depository viz. NSDL and CDSL. The ISIN allotted to the Company is INE732S01012.
The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.
Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.
Sr. No. |
Name of the
Director & Designation |
Remuneration
for the year 2022-23 (Rs. In Lakh) |
%
increase over last year |
Parameters |
Median of Employees Remuneration |
Ratio | Commission
received from Holding/ Subsidiary |
1 | Sanjay S. Shah Managing Director | 48.00 | Nil | Higher responsibility and time involvement |
400320 |
11.99 | - |
2 | Rita S. Shah Executive Director | 12.00 | Nil | Higher responsibility and time involvement |
400320 |
2.99 | - |
3 | Aarsh S. Shah Joint Managing Director | 36.00 | Nil | Higher responsibility and time involvement |
400320 |
8.99 | - |
The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. The Relationship of remuneration to performance is clear and meets appropriate performance benchmarks. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.
The Nomination and Remuneration Policyis available on the Companys website www.sakarhealthcare.com
As per the Remuneration Policy and based on the Recommendation of Nomination & Remuneration Committee the Relationship of remuneration to KMP & performance of Company is clear and meets appropriate performance benchmarks.
The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H.R.D.
The relationship between average increase in remuneration and Companys performance is as the number of Employees of the Company is 297 per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Auditors Report.
Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively 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 parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.
The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure- A.
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance, Management Discussion and Analysis (MDA) and a certificate regarding compliance with the conditions of Corporate Governance are appended to the Annual Report as Annexure
- B.
Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure – C.
There are no remarks / qualification in the Secretarial Audit Report, hence no explanation has been offered.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on 31st March, 2023 is available on the Companys website www.sakarhealthcare.com.
The details of various committees and their functions are part of Corporate Governance Report.
As per provisions of 135 of the Companies Act, 2013 and Rules made thereunder, the Company has constituted a CSR Committee of Directors consisting of Mr. Sanjay S. Shah, Chairman, Mr. Aarsh S. Shah and Mr. Prashant C. Srivastav, as members and has laid down a CSR policy.
Some of the core areas identified by the Committee are Education, Health, Environment, women empowerment, Animal Welfare, Hungeretc.
As per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Annual Report on Corporate Social Activities has been attached herewith as Annexure –D.
STATUTORY AUDITORS:
The present Auditors of the Company M/s. J S Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 132059W), were appointed as Statutory Auditors of the Company at the 18th Annual General Meeting for a period of 5 years i.e. for financial years 2022-23 to 2026-27. They continue to hold office as Statutory Auditors till the conclusion of 23rd AGM to be held in the year 2027.
The remarks of Auditor are self explanatory and have been explained in Notes on Accounts. COST AUDITORS:
As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company has been carrying out audit of cost records every year.
The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. Dalwadi & Associates, Cost Accountants, (Firm Registration Number 000338) as Cost Auditor to audit the cost accounts of the Company for the financial year 2023-24.
As required under the Companies Act, 2013, a resolution seeking Shareholders approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.
The Companys properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.
The Company has not accepted during the year under review any Deposits and there were no overdue deposits.
The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly with reference to statutory regulations and guidelines defined by the Company.
The Company does not have any Associate / JVs.
The Company has a Subsidiary namely Sakar Oncology Private Limited. Further, a statement containing the salient feature of the financial statement of Subsidiary company under the first proviso to sub-section (3) of section 129 is appended as Annexure - E. Apart from this, the Company does not have any Subsidiary.
The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct.
There have been no significant and material orders passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.
The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.
The Company has in place an Anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.
The Company has made necessary provisions for the payment of Gratuity.
There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.
The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.
22.15. With respect to the loans advanced by the Directors to the Company, the Company has received necessary declarations from Directors that the said loan is not given out of funds acquired by them by borrowing or accepting loans or deposits from others.
22.16 No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either directly or indirectly effect / impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.
As required under the Insider Trading Policy Regulations of SEBI, your Directors have framed and approved Insider Trading Policy for the Company i.e. ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and ‘Code of Conduct for Regulating Monitoring and Reporting of Trading by Designated Persons/Insiders. The Policy is available on the companys website.
In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.
The Company has not entered into any transaction of material nature with the Promoters, the Directors or the Management that may have any potential conflict with the interest of the Company.
Your Directors express their sincere gratitude for the assistance and co operation extended by Banks, Government Authorities, Shareholders, Suppliers and Customers.
Your Directors also wish to place on record their appreciation of the contribution made by the employees at their levels towards achievements of the Companys goals.
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www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Copyright © IIFL Securities Ltd. All rights Reserved.
Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.