standard medical pharmaceuticals ltd Directors report

To

The Members of

Standard Medical & Pharmaceuticals Limited,

Your Directors take pleasure in presenting this 33rd Annual Report together with the Audited Accounts for the year ended 31st March, 2017 and the Report of the Auditors thereon.

1. FINANCIAL RESULTS

A statement of the financial and operational results of your Company for the year under review 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 loss was Rs. 0.12 lakhs. The company could not earn any business income as there were no operations due to non availability of investible funds. However, the expenditure under various 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 transferred any 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 THE COMPANY

There are no Material changes and commitments in the business operations of the Company from the Financial Year ended 31stMarch, 2017 to the date of signing of the Directors Report.

6. INTERNAL CONTROL SYSTEM

The Company has adequate internal control systems and procedures designed to effectively control the business and operations of the company. The internal control systems are designed to ensure that the financial and other records are reliable for the preparation of financial statements and for maintaining assets. The Company has well designed Standard Operating Procedures considering the essential components of internal control as stated in the Guidance Note on Audit of Internal Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. Independent Internal Auditors conduct audit covering a wide range of operational matters and ensure compliance with specified standards. Planned periodic reviews are carried out by Internal Audit. The findings of Internal Audit are reviewed by the top management and by the Audit Committee of the Board of Directors.

Based on the deliberations with Statutory Auditors to ascertain their views on the financial statements including the Financial Reporting System and Compliance to Accounting Policies and Procedures, the Audit Committee was satisfied with the adequacy and effectiveness 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 by rotation at the ensuing AGM and being eligible offered herself for re-appointment. The Board recommends her re-appointment subject to the approval of the members of the Company at the ensuing Annual General Meeting.

The information on the particulars of Director eligible for appointment in terms of Regulation 36 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 has 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 to Section 149(7) of the Companies Act, 2013.

9. EVALUATION OF THE BOARDS PERFORMANCE:

In compliance with the Companies Act, 2013, and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the performance evaluation of the Board and Directors individually was carried out during the year under review based on the criteria set by the Board of Directors. The evaluation is done with specific focus on the performance and effective functioning of the Board and individual Directors.

AUDIT COMMITTEE

Audit Committee comprises of Mr. V. Rajagopal Reddy as Chairman and Mr. Dendi Reddy Surender and Mr. A Siva Kumar Reddy as members. The details of terms of reference of the Committee members, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report. All the recommendations made by Audit Committee were accepted by Board.

STAKEHOLDER RELATIONSHIP COMMITTEE

Stakeholder Relationship Committee comprises of Mr. Srinivasa Raju Godavarthi as Chairman and Mr. S Basu Thakur as Member. The details of terms of reference of the Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

NOMINATION & REMUNERATION COMMITTEE:

No separate remuneration committee was constituted as none of the Directors is paid any remuneration.

10. CODE OF CONDUCT

Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by the Managing Director is attached as Annexure ‘C which forms a part of this Report of the Directors. The Code of Conduct is available on the Companys website www.smplindia.co.in.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

12. STATUTORY AUDITORS:

At the 32nd Annual General Meeting of the Members of the Company held on 28th day of September, 2016, M/s Chanamolu & Co., Chartered Accountants, Hyderabad, were appointed as the Statutory Auditors of your company to hold the office till the conclusion of the ensuing 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 the statutory Auditors of the Company in relation to the financial year 20172018 till the conclusion of the next Annual General meeting. The appointment proposed is within the time frame 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 the secretarial audit of the Company for the financial year 2016-17, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for financial year 2016-17 forms part of the Annual Report as Annexure ‘A to the Boards report.

14. PUBLIC DEPOSITS:

During the year under review, your company has not accepted any deposits in the nature of 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 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and 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 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formalized the process and adopted ‘Whistle Blower Policy within the Company, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage/misappropriation of assets to the Company.

The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy may be accessed on companys at www.smplindia.co.in

17. LISTING & TRADING

The Companys shares are listed on the Bombay Stock Exchange Ltd. (BSE Ltd.) with scrip code : 511042. However, trading in the shares has been suspended since the company is not regular 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 and ensured its compliance both in spirit and law to ensure ethical corporate behavior and fairness to all stakeholders, customers, vendors and investors.

A report on corporate governance practices along with a certificate from the Practicing Company Secretary, M/s. L D Reddy & Co., confirming compliance of conditions of Corporate Governance as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015 is annexed 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 of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis is provided below.

Industry Overview

Medical diagnostic devices, equipments, hospital products and consumables play a significant role in delivering cost effective and efficient healthcare solutions. The healthcare industry will continue to grow in a rapid pace through innovation of technology in the areas of biotechnology and pharmaceuticals.

Companys Performance:

During the year, the company has not transacted any business due to non availability of investible funds.

Future Outlook

Your company has been in the field of marketing and trading of hospital products & consumables, therefore significant opportunities are available in revamping the business in 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 capital, issued, 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 on business performance, policies, strategies and other matters of significance.

During the year ended March 31,2017, Four (4) Board Meetings were held. The dates on which 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 period prescribed by the provisions of the Companies Act, 2013.

Detailed information regarding the meetings of the Board and committees is included in the report on Corporate Governance, which forms part of the Boards 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 any investments 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 ordinary course of business and at Arms Length basis. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. The details of the transactions with related parties are given in the financial statements.

24. E- DISPATCH OF ANNUAL REPORTS

While adhering to the Green Initiative measures, as suggested by the MCA, we have resolved to dispatch the Annual Reports electronically to such shareholders who have registered and updated their e-mail IDs., with the Registrar & Transfer Agents of the Company. 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 prescribed under Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars of conservation of energy, technology absorption prescribed under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are not applicable to your company and the company has neither earned nor expended any Foreign Exchange.

27. CORPORATE SOCIAL RESPONSIBILITY

Since your Company does not fall within any of the parameters specified under the provisions of Section 135 of the Companies Act, 2013 read with Rules made there under, reporting pursuant to Section 134(3) (o) is Not Applicable.

28. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS 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 with relevant notes forming part of the financial statements (Note No. 1.3) are self-explanatory and there do not call for further explanation.

29. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

During the year under review, the company has no women employees and therefore the relevant 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 Board of Directors of the company hereby confirms that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2017, 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 ended 31st 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 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; and

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.

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.

31. ACKNOWLEDGEMENT:

Your Directors express their gratitude to the members, bankers, customers and other business constituents for their continued faith, assistance and support extended to the Company. Your Directors also sincerely appreciate the high degree of professionalism, commitment 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