Sangam Health Care Products Ltd Directors Report.

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 ended 31stMarch, 2019. The Companys performance is summarized below:

FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31stMarch, 2019 has been as under:

(Rs. in lakhs)
Particulars 2018–2019 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 lakhs and Loss of Rs. 202.81 lakhs for the financial year ending 31.03.2019 as against the income of Rs.3929.93 lakhs and Profit of Rs.797.56 in the previous financial year ending 31.03.2018.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March, 2019 and the date of Boards 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 in the nature of Business.

DIVIDEND:

Keeping the Companys revival plans in mind, your Directors have decided not to recommend dividend for the year.

REASON FOR SUSPENSION:

The Company is under suspension on BSE due to penal reasons. However, the company under the new management lead by Mr. A. Bala Gopal, Managing Director of the Company has been working aggressively towards revoking the company from suspension. The Board assures that all due efforts are being made to revoke the company from suspension and so shall be done soon.

TRANSFER TO RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.

BOARD MEETINGS:

The Board of Directors duly met 6 (Six) times on 07.05.2018, 30.05.2018, 14.08.2018, 15.10.2018, 06.11.2018,13.02.2019 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding 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.

DEPOSITORY SYSTEM:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1stApril 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get 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 information as 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 and hence 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 during the year under review and hence no information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS, COURTS, TRIBUNALS, IMPACTING THE GOING CONCERN BASIS OF THE COMPANY:

There were no significant material orders passed by regulators, courts, tribunals, impacting the going concern basis of the Company.

CORPORATE GOVERNANCE:

A Separate section titled "Report on Corporate Governance" along with the Auditors Certificate on Corporate Governance as stipulated under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as a part of this Annual Report.

VIGIL MECHANISM

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. In line with the Code of Conduct, any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the Code of conduct cannot be undermined. Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of 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 under Regulation 4(3) read with Schedule V, Part B of SEBI(Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is presented in a separate section forming part of the annual report.

APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

• Mrs. Padma Ghanakota, was re-appointed at the 24th Annual General Meeting held on 29.09.2018 as director who retired by rotation and being eligible offered herself for re-appointment.

• Mr.Bala Gopal Addepallis designation changed from Managing Director to Promoter – Director – (Non-Executive) at the Board meeting held on 3rd May 2019.

However, in the Board meeting held on 29.06.2019, he was then redesignated as Managing Director of the Company for a term of three years commencing from 29.09.2019 to 28.06.2022 subject to the approval of shareholders.

• Mr. Khushwant Singh was re-appointed as Independent Director of the company for 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. The Board places on record its sincere appreciation for the services rendered by them during his 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 Managing Director 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 particulars of 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 performance, board Committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees, and individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board, excluding the 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 the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 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. 15,00,00,000/- divided into 1,50,00,000 equity shares of Rs. 10/- each. The Subscribed, Issued and Paid-up capital of the Company stands at Rs. 14,86,07,000/- divided into 1,48,60,700 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 the effect 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 Obligations and Disclosure Requirements) Regulations, 2015.‘

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that: a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are adequate and were operating effectively and f) The Directors had devised proper systems to ensure compliance with the provisions of all 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 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT.

There were no frauds reported by the auditors as per section 143 (12).

STATUTORY AUDITORS:

The existing auditor M/s. K.R. Shekher & Co., resigned w.e.f. 14th August 2019 due to casual vacancy. Accordingly, the appointment of Mr. M. Ramakrishna, as a statutory auditors of the company, in place of existing auditors is placed for approval by the shareholders. The Auditors Report for fiscal 2019 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclsoed with the financial statements in the Annual Report. The company has received Audit Report with unmodified opinion for standalone audited financial results of the company for the financial year ended March 31, 2019 from the statutory auditors of the comapny.

The Auditors have confirmed that they have subjected themselves to peer reivew process of institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of ICAI.

The Board recommends the appointment of Chartered Accountant as statutory auditors of the company from the conclusion of this Annual General Meeting till the conclusion of the 30th Annual General Meeting.

DISCLOSURE OF ACCOUNTING TREATMENT

The Company has complied with the appropriate accounting policies and has ensured that they have been applied consistently. There have been no deviations from the Indian Accounting Standards prescribed under section 133 of the Companies Act, 2013 read with relevant rules.

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 had appointed Ms. Aakanksha, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed as the part of the annual report.

AUDIT REPORTS:

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended March 31, 2019 and has noted that the company has made the arrears in payments of PF, ESI and TDS. However, the Board decided to further strengthen the existing system and procedures 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 according to the provisions of section 204 of the Companies Act 2013 and there are no qualifications in 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 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification, the Company will adopt Indian Accounting Standards with effect from 01st April, 2017. The implementation of Indian Accounting Standards (IAS) is a major change process for which the Company has set up a dedicated team and is providing desired resources for its completion within the time frame. The impact of the change on adoption of 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 provided hereunder:

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 to the 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 more or turnover of Rs. 1000 Crore or more or a net profit of Rs. 5.00 Crore or more during the financial year, as per section 135 of the Companies Act, 2013. However, based on the turnover 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 the Companies Act, 2013, based on net profit for the financial year 2017-18 comprises 3 members with One Independent Director and two executive Directors.

COMPOSITION:
Mr. Khushwant Singh - Chairman
Mr. Ramu Chaganti - Member
Mr. Bala Gopal Addepalli - Member

SECRETARIAL STANDARDS:

The company is in compliance with Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

INSURANCE:

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 the provisions of Section 186 of the Companies Act, 2013 during the financial year under review.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well defined standards. The Company follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors.

The internal audit is conducted at the Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

RELATED PARTY TRANSACTIONS:

All related party transactions u/s 188 of Companies Act, 2019 that were entered into during the financial year were on arms length basis and were in the ordinary course of business as furnished in note no. 17 of the financial statements. During the financial year 2018-19, there were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which 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 (Meetings of the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant to the omnibus approval so granted are reviewed and approved by the Audit Committee and the Board of Directors on a quarterly basis. The summary statements are supported by an independent audit report certifying that the transactions are at an arms length basis and in the ordinary course of business

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure- VI to this report.

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 disclosures is not required.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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. Internal Complaint Committee (ICC) has been set up to redress complaints received 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 no complaints 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.f July 4, 2018. The company approached Honble Securities Tribunal and based on the orders passed thereon, BSE vide letter dated September 25, 2018 restored the Listing status of the 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 Companys 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 the incumbent Director about the Company/its businesses and the group practices.

The details of familiarization programme held in FY 2018-19 are also disclosed on the Companys website at www.sangamhealthcare.co.in

NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the Company does not have any unclaimed Dividends to be transferred to investors education and protection funds

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review no Company has become or ceased to become its subsidiaries, joint ventures or associate Company.

CREDIT & GUARANTEE FACILITIES:

The Company has availed Working Capital facilities and Term Loan from Kotak Bank. The Company has given counter guarantee to Bankers for obtaining Bank Guarantee.

POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website www.sangamhealthcare.co.in. The policies are reviewed periodically 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 the same 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. Vigil Mechanism Policy 6. Code of Conduct for Prevention of Insider Trading 7. Corporate Social Responsibility Policy

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND 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 of Managerial Personnel) Rules, 2014 is appended as Annexure VIII to this Report.

During the year none of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (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 the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Managing Director (Mr.Bala Gopal Addepalli), Executive Director (Mr. D.V. Krishna Teja), of the Company to the median remuneration 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 the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 which were further amended vide SEBI (Prohibition of Insider Trading) (Amendment), Regulations, 2018. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention 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 following activities: 1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employees stock option scheme: NA

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: 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 the year 2018-2019 is annexed in this Annual Report.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your Directors also thanks the employees at all levels, who through their dedication, cooperation, support and smart work have enabled the company to achieve a moderate growth and is determined to poise a rapid and 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)