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Sangam Health Care Products Ltd Directors Report

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<dhhead>DIRECTORS’ REPORT</dhhead>

To the Members,

Sangam Health Care Products Limited Hyderabad, Telangana, India

The Directors have pleasure in presenting before you the 31st Director’s Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2025. The Company’s performance is summarized below:

  • Financial summary/highlights:

The performance during the period ended 31st March, 2025 has been as under:

Particulars

2024-25

2023-24

Turnover/Income (Gross)

1245.96

1210.84

Other Income

2.11

0

Profit/loss before Depreciation, Finance Costs,

Exceptional items and Tax Expense

148.8

143.91

Less: Depreciation/ Amortisation/ Impairment

121.84

121.85

Profit /loss before Finance Costs, Exceptional

items and Tax Expense

26.96

22.06

Less: Finance Costs

1.49

2.08

Profit /loss before Exceptional items and Tax

Expense

25.47

19.98

Add/(less): Exceptional items

0

0

Profit /loss before Tax Expense

25.47

19.98

Less: Tax Expense

3.82

-

Less: Deferred Tax

(23.32)

(21.86)

Less: MAT Credit

--

--

Less: Previous Year Tax

--

--

Profit /loss for the year (1)

44.97

41.84

Total Comprehensive Income/loss (2)

--

--

Total (1+2)

44.97

41.84

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

44.97

41.84

  • Review of operations:

During the year under review, the Company has recorded a total income of Rs. 1248.07 lakhs and profit of Rs. 44.97 lakhs for the financial year ending 31.03.2025 as against the total income of Rs. 1210.84 lakhs and profit of Rs. 41.84 lakhs in the previous financial year ending 31.03.2024.

  • Business update and state of company’s affairs:

The information on Company’s affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of this Report.

  • Change in the nature of business, if any:

The Company has not undergone any change in the nature of business during the FY 2024-25.

  • 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.

  • Dividend:

Keeping the Company’s growth plans in mind, your directors have decided not to recommend dividend for the year.

  • Revision of financial statements:

There was no revision of the financial statements for the year under review.

  • Material changes & commitment affecting the financial position of the company:

There have been no material changes and commitments affecting the financial position of the Company which have occurred during the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

 

  • Significant & material orders passed by the regulators or courts or tribunals:

The details of significant and material orders passed by the Regulators /Courts and Appellate Tribunals, during the year under review and till the date of this report are mentioned hereunder:

The Company approached the Hon’ble Securities Appellate Tribunal, Mumbai, seeking restoration of its listing status on BSE Limited, which had been revoked pursuant to the order passed by the BSE Delisting Committee vide its order dated 28.11.2024. The Company submitted a detailed appeal, highlighting the grounds on which the delisting order was contested, and requested immediate reinstatement of its securities to the exchange.

After considering the submissions and the merits of the case, the Hon’ble Securities Appellate Tribunal, Mumbai, vide its order dated 17.04.2025, directed that the Company’s listing on BSE Limited shall be restored forthwith.

  • Dividend:

Keeping the Company’s growth plans in mind, your directors have decided not to recommend dividend for the year.

  • Investor Relations:

The Company continuously strives for excellence in its Investor Relations engagement with International and Domestic investors through structured conference-calls and periodic investor/analyst interactions like individual meetings, participation in investor conferences, quarterly earnings calls and analyst meet from time to time. The Company ensures that critical information about the Company is available to all the investors, by uploading all such information on the Company’s website.

  • Transfer of un-claimed dividend to Investor Education and Protection:

There is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor and Education and Protection Fund for the financial year ended 31st March 2025.

  • Details of utilization of funds:

During the year under review, the Company has not raised any funds through Preferential Allotment or Qualified Institutions Placement as specified under Regulation 32(7A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

  • Details of Nodal Officer:

The Company has designated Mr. Bala Gopal Addepalli as a Nodal Officer for the purpose of IEPF.

 

  • Investor Education and Protection Fund (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.

  • Deposits from public:

The Company has not accepted any public deposits during the Financial Year ended March 31, 2025 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2025, there has been no non-compliance with the requirements of the Act.

  • Independent director’s familiarization programmes:

Independent Directors are familiarized about the Company’s operations, businesses, financial performance and significant development so as to enable them to take well- informed decisions in timely manner. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairperson are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

The details of familiarisation programme held in FY 2024-25 are also disclosed on the Company’s website and its web link is http://www.sangamhealthcare.co.in.

 

  • Audit Committee Recommendations:

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

  • Board Evaluation:

Performance of the Board and Board Committees was evaluated on various parameters such as structure, composition, diversity, experience, corporate governance competencies, performance of specific duties and obligations, quality of decision-making and overall Board effectiveness. Performance of individual Directors was evaluated on parameters such as meeting attendance, participation and

 

contribution, engagement with colleagues on the Board, responsibility towards stakeholders and independent judgement. All the Directors were subjected to peer- evaluation.

All the Directors participated in the evaluation process. The results of evaluation were discussed in the Board meeting held in February 2025. The Board discussed the performance evaluation reports of the Board, Board Committees, Individual Directors, and Independent External Persons. The Board upon discussion noted the suggestions / inputs of the Directors. Recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness and optimize individual strengths of the Directors.

The detailed procedure followed for the performance evaluation of the Board, Committees and Individual Directors is enumerated in the Corporate Governance Report.

  • Meetings of the Board:

During the year, four (4) meetings of the Board of Directors of the Company were convened and held in accordance with the provisions of the Act. The date(s) of the Board Meeting, attendance by the directors is given in the Corporate Governance Report forming an integral part of this report.

  • Committees of the Board:

There are various Board constituted Committees as stipulated under the Act and Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship and Risk Management Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance thereat of these Committees during the year have been enumerated in Corporate Governance Report forming part of this Annual Report.

  • Directors and key managerial personnel:

As on date of this report, the Company has six Directors, out of which three are Independent Directors and one is executive directors and Two Non-Executive Directors.

    • Appointment/Re-appointment of Directors of the Company:

In accordance with the provisions of the companies Act, 2013 and Articles of Association of the company Mr. A. Sai Balaji Krishna Teja, non-executive director, retire by rotation and being eligible, offers himself for re-appointment.

 

    • Key Managerial Personnel:

Key Managerial Personnel for the financial year 2024-25

    • Mr. D. Bhagat Reddy, Managing Director of the company.
    • Mr. Mr. Vijay Rayapa Reddy Tumma, CFO of the company.
    • Mr. T. Abhilash Company Secretary & Compliance Officer of the Company.
  • Statutory audit and auditors report:

The members of the Company at their 26th Annual General Meeting have appointed M/s. M.M Reddy & Co., as statutory auditors of the Company to hold office until the conclusion of 31st Annual General meeting of the Company.

The existing Statutory Auditors M/s. M.M Reddy & Co., Chartered Accountants, Hyderabad will retire at the ensuing Annual General Meeting. Accordingly, pursuant to the provisions of sections 139 of the companies Act, 2013 read with rules made there under, and based on the recommendation of the Audit Committee, the Board in its meeting held on 14.08.2025 has appointed M/s. M.M Reddy & Co.,Chartered Accountants, Hyderabad as the statutory auditors of the company, from the conclusion of 31st Annual General Meeting for a period of five Years till the conclusion of this 36th Annual General Meeting subject to the approval of members in ensuing Annual General Meeting

The Auditors’ Report for fiscal year 2024-2025 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report. The Company has received audit report with unmodified opinion for both Standalone and Consolidated Audited Financial Results of the Company for the Financial Year ended March 31, 2025 from the statutory auditors of the Company.

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

 

  • Internal auditors:

Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts) Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; during the year under review, the Internal Audit of the functions and activities of the Company was undertaken by M/s. K. R. Shekhar & Co., the Internal Auditor of the Company.

 

Deviations are reviewed periodically and due compliance was ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to the Board. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditor.

The Board has re-appointed M/s. K. R. Shekhar & Co., Chartered Accountants, Hyderabad, as Internal Auditors for the Financial Year 2025-26.

  • Secretarial Auditor & Audit Report:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. Chakravarthy & Associates, Practicing Company Secretary (CP No. 22563) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2025.

The Secretarial Audit was carried out by M/s. Chakravarthy & Associates, Practicing Company Secretary (CP No. 22563) for the financial year ended March 31, 2025. The Report given by the Secretarial Auditor is annexed and forms integral part of this Report.

Secretarial Auditors Qualification:

The qualifying remarks, reported by the Secretarial Auditor in their report for the Financial Year ended 31st March, 2025 and the explanations of the management are tabulated below:

S.

No.

Observation/ Qualification

Explanation by the Management

1.

The Company has failed to comply with the provisions of Section 203(1) of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Personnel) Rules, 2014, inasmuch as no qualified Company Secretary has been appointed during the period under review.

Mr. T. Abhilash has been appointed as the Company Secretary as on 01.011.2024.

2.

The Company has failed to comply

with the provisions of Section 134(3)(f) of the Companies Act, 2013

The omission was inadvertent and

not deliberate. The management has taken note of the same and

 

 

and the rules made thereunder, by not providing requisite explanations, clarifications, or comments on the qualifications, reservations, or adverse remarks made by the Statutory Auditor and/or Secretarial Auditor in their respective reports.

necessary steps will be taken to ensure that appropriate explanations are incorporated in future Directors’ Reports.

3.

The Company has not complied with Regulation 47(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as the approved financial results were not published in newspapers as mandated.

Due to financial constraints and oversight, the publication could not be made. However, the results were duly filed with the Stock Exchange and uploaded on the Company’s website. The management will ensure strict compliance in the future.

4.

The Company has not furnished the declarations of independence from its Independent Directors, as required under Regulation 25 of SEBI (LODR) Regulations, 2015 read with Section 149(7) and Schedule IV of the Companies Act, 2013, for audit verification.

The non-furnishing was due to procedural delay. Independent Directors have since confirmed their independence, and the Company will ensure timely collection and maintenance of declarations henceforth.

5.

The Company has not produced the records relating to Board Meeting and Committee Meeting Agendas, Minutes of the Board, Audit Committee, Nomination & Remuneration Committee, and Stakeholders’ Relationship Committee for audit verification, in contravention of the provisions of the Act and applicable Secretarial Standards.

The records are maintained; however, due to administrative lapses, the same could not be produced for audit verification. The Company is taking corrective measures to maintain proper documentation and ensure its availability during audits.

6.

The Company has failed to intimate the stock exchange (BSE Limited) about the convening of Board Meetings for the financial year 2024- 25, in violation of Regulation 29(1) of the SEBI (LODR) Regulations, 2015.

The non-intimation was due to inadvertence. The Company assures that all future intimations will be filed with the Stock Exchange within the prescribed timelines.

7.

The Company has failed to maintain

Certain statutory registers were

 

 

the statutory registers as prescribed under the Companies Act, 2013 and allied rules.

not updated owing to clerical lapses. The Company is in the process of updating and maintaining all registers in compliance with the Act.

8.

The Company has not provided the statutory disclosures in Form DIR-8 and MBP-1, as mandated under Sections 164 and 184 of the Companies Act, 2013, for audit verification.

The delay in obtaining the said disclosures was unintentional. The Company has since initiated the process to collect and maintain the disclosures in proper records.

9.

Independent Directors, namely Mr. Rajesh Kakkera, Mr. M. Madhavarao, and Mr. Addagarla Tarun, have failed to register/renew their names in the Independent Directors’ Data Bank maintained by the Indian Institute of Corporate Affairs (IICA) within the stipulated period, thereby attracting non-compliance with the provisions of the Act and SEBI regulations.

The concerned Independent Directors are in the process of completing the renewal formalities. The Company is following up to ensure full compliance.

10.

The Company has failed to conduct the annual performance evaluation of the Board, its Committees, and individual Directors, as mandated under Regulation 17(10) of SEBI (LODR) Regulations, 2015 and Section 134(3)(p) of the Companies Act, 2013.

The performance evaluation could not be conducted during the period due to oversight. The same will be undertaken in the current financial year as per statutory requirements.

11.

The Company has not maintained acknowledgments of dispatch/delivery of notices of Board and Committee Meetings, in violation of the Secretarial Standards issued by the ICSI.

Due to administrative lapses, acknowledgments were not maintained. The Company has taken corrective steps to ensure proper records are preserved in compliance with Secretarial Standards.

12.

The Company has failed to maintain the attendance registers for meetings of the Board of Directors and Committees, as mandated under the Act and Secretarial Standards.

The attendance records were inadvertently not updated. The Company is implementing stronger internal controls to ensure registers are maintained in the

 

 

prescribed manner.

13.

Certain event-based e-Forms, required to be filed with the Registrar of Companies during the audit period, were not filed within the prescribed timelines, thereby attracting penal provisions.

The delay in filing was due to inadvertence and lack of professional assistance at the relevant time. The Company has engaged professionals to ensure timely filings going forward.

14.

The Company has not convened any separate meeting of Independent Directors during the financial year 2024-25 (01.04.2024 to 31.03.2025),

in violation of the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The separate meeting could not be convened due to practical difficulties and scheduling constraints. The Company assures compliance in the forthcoming financial year.

15.

The Company has delayed filing of the outcome of Board Meetings under Regulation 33 of SEBI (LODR) Regulations, 2015.

The delay was due to technical and procedural issues. The Company has since strengthened its compliance mechanism to avoid recurrence.

16.

The Company has delayed filing of the voting results of the Annual General Meeting held on 30.09.2024, in contravention of Regulation 44(3) of SEBI (LODR) Regulations, 2015.

The delay was unintentional and caused due to administrative reasons. The management assures timely compliance in the future.

17.

The Company has delayed submission of quarterly/half-yearly compliance reports as required under the SEBI (LODR) Regulations, 2015.

The delays were on account of administrative lapses. The Company has now streamlined its compliance monitoring system to ensure timely submissions.

18.

The Company has failed to upload the Scrutinizer’s Report on e-voting results on its website, as required under Section 108 of the Companies Act, 2013 read with the relevant rules.

The Scrutinizer’s Report was duly filed with the Stock Exchange but inadvertently not uploaded on the Company’s website. The same has been noted, and corrective steps will be taken.

19.

During the audit period, the equity shares of the Company remained under suspension from trading on BSE Limited due to persistent non-

compliances with SEBI (LODR)

The management acknowledges the lapses which led to suspension. The Company is actively working towards

regularizing pending compliances

 

 

Regulations, lapses in corporate governance, and repeated delays in filing of mandatory submissions.

and engaging with BSE to restore trading of equity shares at the earliest.

  • Annual Secretarial Compliance Report:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. Further, Secretarial Compliance Report dated May 16, 2025, was given by M/s. Chakravarthy & Associates, Practicing Company Secretary which was submitted to Stock Exchanges within 60 days of the end of the financial year.

  • Information about The Financial Performance / Financial Position of The Subsidiaries / Associates:

The Company does not have any subsidiary. During the year neither any company became a subsidiary nor ceased as a subsidiary.

  • Cost records and cost audit:

 

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

  • No Frauds reported by statutory auditors:

 

During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

  • Declaration by the Company:

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164 (2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

  • Conservation of energy, technology absorption and foreign exchange outgo:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder and Rule 8 of Companies (Accounts) Rules, 2014:

 

    • Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

    • Technology Absorption:
    • Research and Development (R&D): NIL
    • Technology absorption, adoption and innovation: NIL
    • Foreign Exchange Earnings and Out Go:
    • Foreign Exchange Earnings: Nil
    • Foreign Exchange Outgo: Nil
  • Management discussion and analysis report:

Management discussion and analysis report for the year under review as stipulated under Regulation 34(2) (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with the stock exchange in India is annexed herewith as Annexure- I to this report.

  • Risk management policy:

The Board of Directors had constituted Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis.

  • Corporate governance:

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Regulations. A separate section on Corporate Governance, forming a part of this Report and the requisite certificate from the Company’s Auditors confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance as Annexure II.

  • Annual Return:

 

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is also available on the Company’s website 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 of independence:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with both the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the Listing Regulations.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the PIDs of the Company have registered themselves with the India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank of Independent Directors within the statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company’s Code of Conduct.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

  • Director’s Responsibility Statement:

 

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31, 2025:

    • in the preparation of the annual accounts for the financial year ended 31 March 2025, the applicable accounting standards and schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

 

    • the Directors have 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 your Company as on 31 March 2025 and of the profit and loss of the Company for the financial year ended 31 March 2025;

 

    • proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
    • The annual accounts have been prepared on a going concern basis;
    • Proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and
    • Proper systems to ensure compliance with the provisions of all applicable laws were followed and that such systems were adequate and operating effectively.
  • Vigil Mechanism/Whistle Blower Policy:

The Company has formulated a Vigil Mechanism / Whistle Blower Policy pursuant to Regulation 22 of the Listing Regulations and Section 177(10) of the Act, enabling stakeholders to report any concern of unethical behaviour, suspected fraud or violation.

The said policy inter-alia provides safeguard against victimization of the Whistle Blower. Stakeholders including directors and employees have access to the Managing Director & CFO and Chairperson of the Audit Committee.

During the year under review, no stakeholder was denied access to the Chairperson of the Audit Committee.

The policy is available on the website of the Company at www.sangamhealthcare.co.in

  • Corporate social responsibility policy:

Since your 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 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

  • Board Evaluation:

Performance of the Board and Board Committees was evaluated on various parameters such as structure, composition, diversity, experience, corporate governance competencies, performance of specific duties and obligations, quality of decision-making and overall Board effectiveness. Performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and contribution, engagement with colleagues on the Board, responsibility towards

 

stakeholders and independent judgement. All the Directors were subjected to peer- evaluation.

 

All the Directors participated in the evaluation process. The results of evaluation were discussed in the Board meeting held in Feb 2025. The Board discussed the performance evaluation reports of the Board, Board Committees, Individual Directors, Independent External Persons and noted the suggestions / inputs of the Directors. Recommendations arising from this entire process were deliberated upon by the Board to augment its effectiveness and optimize individual strengths of the Directors.

The detailed procedure followed for the performance evaluation of the Board, Committees and Individual Directors is enumerated in the Corporate Governance Report.

  • Audit Committee Recommendations:

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

 

  • Companies which have become or ceased to be subsidiaries:

None of the companies have become or ceased to become the subsidiaries, joint ventures or associates’ company to M/s. Sangam Health Care Products Limited during the year 2024-25.

  • 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

  • Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

  • Insurance:

The properties and assets of your 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.

 

  • Internal Financial Control Systems:

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.

  • Related Party Transactions:

The company does not have any transactions with related parties as falls under the scope of Section 188(1) of the Act read with relevant rules.

  • Policy on director’s appointment and remuneration:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act, 2013, the Board of Directors upon recommendation of the Nomination and Remuneration Committee approved a policy on Director’s appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters. The said Policy extract is covered in Corporate Governance Report which forms part of this Report and is also uploaded on the Company’s website at www.sangamhealthcare.co.in

  • Particulars of Employees and related Disclosure:

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure–IV to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if

 

any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding

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/- per month 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.

 

  • Employee stock option scheme:

The Company does not have an employee stock option Scheme.

  • Declaration by the company:

 

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Companies Act, 2013, as on March 31, 2025.

 

  • 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.

No compensation was paid to the Independent and Non-Executive Directors.

 

  • Implementation of Corporate Action:

During the year under review, the Company has complied with the specified time limit for implementation of Corporate Actions.

  • Shares transferred to investor education and protection fund:

No shares were transferred to the Investor Education and Protection Fund during the year under review.

  • 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 Board of Directors has not withdrawn Salary during the financial year 2024- 215Hence the ratio of remuneration is Nil for each director.

 

  • 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.

  • Corporate insolvency resolution process initiated under the insolvency and bankruptcy code, 2016.

No corporate insolvency resolution processes were initiated against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

 

  • Designated person for furnishing information and extending co-operation to ROC in respect of beneficial interest in shares of the company:

The Company has appointed Mr. Bala Gopal Addepalli, Chief Executive Officer, as designated person, for furnishing information and extending co-operation to ROC in respect of beneficial interest in shares of the Company to ensure compliance with MCA notification on this matter.

  • Statement on Maternity Benefit Compliance:

 

The provisions of the Maternity Benefit Act, 1961 were not applicable to the Company for the financial year 2024-25, as no female employees were employed during that period.

  • 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 (https:// www.sangamhealthcare.co.in). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Name of the

policy

Brief Description

Website link

Board Diversity Policy

At Sangam healthcare Products Limited, we believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the

approach to diversity of the Board of Directors.

www.sangamhealt hcare.co.in.

Nomination and

This policy formulates the criteria for

www.sangamhealt

 

 

Remuneration Policy

determining qualifications, competencies, positive attributes and independence for the appointment of a director (executive / non- executive) and also the criteria for determining the remuneration of the Directors, key

managerial personnel and other employees.

hcare.co.in.

Related Party Transaction

Policy

The policy regulates all transactions between the Company and its related parties

www.sangamhealt hcare.co.in.

  • 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.

  • Code of conduct for the prevention of insider trading:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has formulated a Code of Conduct for Prevention of Insider Trading ("Insider Trading Code") and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information ("UPSI").

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at https:// www.sangamhealthcare.co.in.

  • Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions:

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

  • Suspension of Trading:

The Company is under suspension on BSE due to penal reasons. However, the company under the new management lead by Mr. Bhagat Reddy Dundumulla, 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.

  • CEO/CFO Certification:

As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report as Annexure V.

 

  • Prevention of sexual harassment at workplace:

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. An Internal Complaints Committee ("ICC") has been set up by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the financial year ended March 31, 2025, no complaints pertaining to sexual harassment have been received.

  • Disclosure pursuant to Part A of Schedule V of SEBI LODR

Disclosure pursuant to Part-A of Schedule V read with Regulation 34(3) of SEBI is attached as Annexure-IV of this report.

 

  • Green Initiatives:

 

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Notice of 34th Annual General Meeting of the Company are sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies are sent through the permitted mode.

  • Event Based Disclosures

During the year under review, the Company has not taken up any of the following activities:

 

    • Issue of sweat equity share: NA
    • Issue of shares with differential rights: NA
    • Issue of shares under employee’s stock option scheme: NA
    • Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA
    • Buy back shares: NA
    • Disclosure about revision: NA

 

  • 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, co-operation, 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 Directors Sangam Health Care Products Limited

 

 

 

Sd/-

Sd/-

Place: Secunderabad

D. Bhagat Reddy

Padma Ghanakota

Date: 14.08.2025

Managing Director

Director

 

 

 

 

 

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