డైరెక్టర్ల నివేదిక Sakar Healthcare Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 21st ANNUAL REPORT together with the Audited Financial Statements for
the Financial Year 2024-25 ended 31st March, 2025.

1. FINANCIAL RESULTS AND OPERATIONS:

(Rs in lakh)

Particulars

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Revenue from Operation and other Income

17889.74

15652.88

17889.74

15652.88

Profit before Interest and Depreciation

5094.45

4154.06

5094.45

4154.06

Less: Finance cost

853.50

759.05

853.50

759.05

Profit before Depreciation

4240.95

3395.01

4240.95

3395.01

Less: Depreciation

2088.22

1805.04

2088.22

1805.04

Profit before Taxation

2152.73

1589.97

2152.73

1589.97

Less: CurrentTax

366.03

273.65

366.03

273.65

Less: Deferred Tax

402.53

422.88

402.53

422.88

(Add): MAT credit entitlement

(366.03)

(273.65)

(366.03)

(273.65)

Profit for the year

1750.20

1167.09

1750.20

1167.09

There are no material changes and commitment affecting the financial position of the Company which have occurred
between 1st April, 2025 and date of this report.

During the year under review, the Company achieved turnover of Rs. 17758.47 lakh as compared to Rs. 15335.17
lakh during 2023-24. The Company earned profit before interest, depreciation and tax of Rs. 5094.45 lakh during as
compared to Rs. 4154.06 lakh during 2023-24. After providing for interest, depreciation and taxes, the net profit for
the year under review stood at Rs. 1750.20 lakh as compared to Rs. 1167.09 lakh during 2023-24.

2. DIVIDEND:

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.

3. ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS :

The Company has allotted 2,00,000 Equity Shares (upon conversion of Warrants into equal number of Equity
Shares) of Rs. 10/- each at a premium of Rs. 374/- per share to Promoters on 27th December, 2024 in compliance
with the provisions and guidelines under the Companies Act, 2013 and SEBI Regulations. The Company also
obtained approval of National Stock Exchange of India Limited (NSE) for Listing & Trading of the said Equity Shares
in due course of time.

The disclosure as required under Regulation 32(7A) of SEBI I ODR Regulations 2015 is as under''

Date of Raising Funds

27th December, 2024

Amount Raised

Rs. 5,76,00,000/-

Monitoring Agency

Not applicable

Is there a Deviation / Variation / Modification in use of funds raised

No

Original Object

Funds raised
on

27.12.2024

(Rs.)

Funds Utilised
till

31.12.2024

(Rs.)

Funds Utilised
till

31-03-2025 & as on
date of this report

Repayment/ prepayment of all or a portion of
certain borrowings from State Bank of India
availed by our Company

1,45,35,000

1,45,35,000
(100% utilized)

N.A.

Capital expenditure for Procurement of Lipid
Complex Injections Machinery and
Equipments/ Utilities with electrification for
Oncology unit

3,90,65,000

NIL

3,90,65,000
(100% utilized)

General corporate purposes

40,00,000

40,00,000
(100% utilized)

N.A.

- On 17th June, 2025, the Company allotted 3,00,000 Equity Shares (upon conversion of Warrants into equal
number of Equity Shares) of Rs. 10/- each at a premium of Rs. 374/- per share to Non-Promoters in compliance
with the provisions and guidelines under the Companies Act, 2013 and SEBI Regulations. The Company has
made necessary listing application to National Stock Exchange of India Limited (NSE) which is under active
consideration of NSE.

The disclosure as required under Regulation 32(7A) of SEBI LODR Regulations, 2015 is as under:

Date of Raising Funds

17th June, 2025

Amount Raised

Rs. 8,64,00,000/-

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

Funds Utilised

Funds Utilised

on

till

till

17.06.2025

30.06.2025

date of this report

(Rs.)

(Rs.)

Repayment/ prepayment of all or a portion of

1,54,65,000

1,54,65,000

1,54,65,000

certain borrowings from State Bank of India

(100% utilized)

availed by our Company

Capital expenditure for procurement of Lipid

7,09,35,000

1,84,56,064

1,84,56,064.

Complex Injections Machinery and Equipments/

Utilities with Electrification for Oncology unit

Post allotments of Equity Shares as aforesaid, the paid-up Capital of the Company stood at Rs. 22,24,99,100/-
divided into 2,22,49,910 Equity Shares Equity Shares of Rs.10/- each as on date of this report.

After the aforesaid conversions, no outstanding warrants left for conversion as on the date of this report.

4. SHARE CAPITAL:

There have been no changes in Authorised Share Capital of the Company during the period under review. The
Authorised Share Capital of the Company as on 31st March, 2025 was Rs. 25.00 Crore.

During the fiscal 2025, the Company allotted 2,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 374/- per
share to Promoters on 27th December, 2024 pursuant to conversion of Warrants into Equity shares as stated above.
Post allotment, the paid-up Share Capital of the Company as on 31st March, 2025 was Rs. 21.94 Crore.

As on 31st March, 2025, the Company has not issued shares with differential voting rights nor granted stock options
nor sweat equity.

5. RESERVES:

The Company does not propose to transfer any amount to General Reserves.

6. DEMATERIALISATION OF EQUITY SHARES:

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 for Equity shares is INE732S01012.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:

7.1 One of your Directors viz. Mr. Sunil Marathe (DIN: 08777180) retires by rotation in terms of the Articles of
Association of the Company. However, being eligible offers himself for reappointment.

7.2 At the 20th Annual General Meeting of the Company held on 21st September, 2024:

- Mr. Sanjay S. Shah (DIN: 01515296) was re-appointed as Managing Director of the Company w.e.f.
1stDecember, 2024 for a period of 3 years; and

- Mr. Aarsh S. Shah (DIN: 05294294) was re-appointed as Joint Managing Director of the Company w.e.f. 1st
December, 2024 for a period of 3 years.

7.3 The Board in their meeting held on 25th July, 2025, based on the recommendation of the Nomination and
Remuneration Committee and subject to the approval of members/shareholders of the Company, has appointed
Ms. Megha Samdani (DIN: 08956059), Ms. Reeya Kothari (DIN: 10312461) and Ms. Hiral Patel (DIN:
09719512)as Non- Executive Independent Directors of the Company w.e.f. 25th July, 2025 for a period of 5
years.

7.4 The Company has received necessary declaration from each Independent Director of the Company under
Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid
down in Section 149(6) of the Act. The Independent Director shall enroll his / her name in the Databank, being
maintained by Indian Institute of Corporate Affairs to qualify as an Independent Director. The enrollment of
Independent Directors has been completed and they have furnished the declaration affirming their compliance
to the Board with the provisions contained under sub rule 1 & 2 of Rule 6 of Companies (Appointment &
Qualification of Directors) Rules.

7.5 Brief profile of the Directors who are being appointed or re-appointed as required under Regulations 36(3) of
Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the
forthcoming AGM of the Company.

7.6 The Board of Directors duly met 6 times during the financial year under review.

7.7 Formal Annual Evaluation:

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.

7.8 DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

(ii) that 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 31st March, 2025 being end of the financial year 2024-25 and of the profit of the Company for
the year;

(iii) That the Directors had taken proper and sufficient care for 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;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) 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.

(vi) 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.

7.9 The Board in their meeting held on 25th July, 2025, appointed following personnel as Senior Management
Personnel:

- Appointments of Mr. Sudhir Ghule as Chief Operating Officer (COO) of the Company

- Appointment of Mr. Raviraj Karia as Senior Vice President (Finance & Accounts) of the Company; and

- Appointment of Mr. Nimesh Suthar as Senior Vice President (International Business) of the Company.

8. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to the Company''s 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
2024-25
(Rs. In Lakh)

%

increase
over last
year

Parameters

Median of
Employees
Remuneration

Ratio

Commission

received

from

Holding/

Subsidiary

1

Sanjay S. Shah

Managing

Director

72.00

50%

Higher
responsibility
and time
involvement

492000

14.63%

2

Aarsh S. Shah
Joint Managing
Director

60.00

67%

Higher
responsibility
and time
involvement

492000

12.20%

3

Sunil Marathe
Whole time
Director- Technical

32.25

169%

Higher
responsibility
and time
involvement

492000

6.55%

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 Policy is available on the Company’s website www.sakarhealthcare.com

10. KEY MANAGERIAL PERSONNEL:

10 1 % INCREASE IN REMUNERATION OF DIRECTORS AND KMP''

Sr. No.

Name of the Director & KMP

Designation

Percentage (%)
Increase (If any)

1.

Sanjay S. Shah

Managing Director

50%

2.

Aarsh S. Shah

Joint Managing Director

67%

3.

Sunil Marathe

Wholetime Director - Technical

169%

4.

Dharmesh R. Thaker

CFO

37.50%

5.

Bharat Soni

Company Secretary

Nil

10.2 COMPARISON BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE COMPANY:

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.

11. PERSONNEL AND H. R. D.:

11.1 INDUSTRIAL RELATIONS:

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 number of Employees of the Company is 342. The relationship between average increase in remuneration
and Company’s performance is as per the appropriate performance benchmarks and reflects short and long
term performance objectives appropriate to the working of the Company and its goals.

11.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment
& Remuneration of Managerial personnel) Rules, 2014.

12. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT& SECURITIES PROVIDED:

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.

13. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT& SECURITIES
PROVIDED:

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 arm’s 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.

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

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.

15. CORPORATE GOVERNANCE AND MDA:

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
.

16. SECRETARIAL AUDIT REPORT:

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.

Based on the recommendation of the Audit Committee, in terms of Section 204 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”), the Board of Directors has recommended the appointment of M/s. Nishant Pandya &
Associates, Practising Company Secretaries (Firm Registration No. S2019GJ700100) as Secretarial Auditors of the
Company for a term of five (5) consecutive years to conduct the Secretarial Audit of five consecutive financial years
commencing from financial year 2025-26 to 2029-30, for approval of shareholders/members of the Company.

The Company has obtained consent from M/s. Nishant Pandya & Associates, Practising Company Secretaries to the
effect that their appointment as Secretarial Auditors of the Company for period of 5 years i.e. for the Financial Years
2025-26 to 2029-30, if made, will be in accordance with the provisions of Section 204 of the Companies Act, 2013.

The Shareholders/members are requested to consider and approve the appointment of the Secretarial Auditors of
the Company.

17. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on 31st March, 2025 is
available on the Company’s website
www.sakarhealthcare.com.

18. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’ RELATIONSHIP
COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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.

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY:

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.

20. GENERAL:

20.1 AUDITORS:

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 2025-26.

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.

20.2 INSURANCE:

The Company’s 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.

20.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue
deposits.

20.4 RISKS MANAGEMENT POLICY:

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.

20.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

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.

20.6 CODE OF CONDUCT:

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.

20.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

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.

20.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s
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.

20.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & 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. During the year
under review, the Company did not receive any complaint as under:

a.

Number of complaints received during the year

Nil

b.

Number of complaints disposed off during the year

Nil

c.

Number of cases pending for more than 90 days

Nil

20.10 GRATUITY:

The Company has made necessary provisions for the payment of Gratuity.

20.11 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act,
2013.

20.12 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of
India, which are mandatorily applicable to the Company.

20.13 There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

20.14 There was no instance of onetime settlement with any Bank or Financial Institution.

20.15. 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.

20.16 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.

21. INSIDER TRADING POLICY:

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 company’s website.

22. DISCLOSURE OF ACCOUNTING TREATMENT:

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.

23. DISCLOSURES:

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.

24. FINANCE:

24.1 The Company has availed financial assistance in form of Term Loans and Working Capital from State Bank of
India.

24.2 The Company’s Income tax Assessment has been completed upto the Assessment Year 2020-21.

25. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961:

The Company is in compliance of the provision of Maternity Benefit Act, 1961 to the extent applicable.

26. ACKNOWLEDGEMENT:

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 Company’s goals.

Registered Office For and on behalf of the Board of

Block No. 10/13, Village: Changodar, Sakar Healthcare Limited,

Sarkhej- Bavla Highway, [CIN: L24231GJ2004PLC043861]

Tal: Sanand, Dist: Ahmedabad -382 213 Sanjay S. Shah Aarsh S. Shah

Date : 25th July, 2025 Chairman & Managing Director Jt. Managing Director

DIN:01515296 DIN: 05294294


Mar 31, 2024

The Directors have pleasure in presenting the 20th ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2023-24 ended 31st March, 2024.

1. FINANCIAL RESULTS AND OPERATIONS:

(Rs. in lakh)

Particulars

Standalone

Consolidated

2023-24

2022-23

2023-24

2022-23

Revenue from Operation and other Income

15652.88

13803.38

15652.88

13803.38

Profit before Interest and Depreciation

4154.06

3781.19

4154.06

3781.19

Less: Finance cost

759.05

594.98

759.05

594.98

Profit before Depreciation

3395.01

3186.21

3395.01

3186.21

Less: Depreciation

1805.04

1498.60

1805.04

1498.60

Profit before Taxation

1589.97

1687.61

1589.97

1687.61

Less: CurrentTax

273.65

286.98

273.65

286.98

Less: Deferred Tax

422.88

411.75

422.88

411.75

(Add): MAT credit entitlement

(273.65)

(286.98)

(273.65)

(286.98)

Profit for the year

1167.09

1275.86

1167.09

1275.86

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2024 and date of this report.

During the year under review, the Company achieved turnover of Rs.15335.17 lakh as compared to Rs. 13335.90 lakh during 2022-23. The Company earned profit before interest, depreciation and tax of Rs. 4154.06 lakh during as compared to Rs. 3781.19 lakh during 2022-23. After providing for interest, depreciation and taxes, the net profit for the year under review stood at Rs. 1167.09 lakh as compared to Rs. 1275.86 lakh during 2022-23.

2. DIVIDEND:

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.

3. AWARDS AND RECOGNITIONS:

Global Business Review, GBR:INDIA LIFESCIENCES 2023 edition had interviewed key stake holders and mentioned Sakar Healthcare Ltd.''s expansion with API-integrated oncology formulation manufacturing unit and it''s potential under Contract manufacturing (CDMO). This WHO GMP approved plant was then after audited and received EU GMP approval for Oral Solid (tablet, capsule) and Injection (liquid, lyophilised) manufacturing units.

4. ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS :

The Company has allotted 23,09,910 Equity Shares of Rs. 10/- each at premium of Rs. 249.75 per Equity Shares on 1st September, 2023 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 National Stock Exchange of India Limited (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

29th August, 2023

Amount Raised

Rs. 59,99,99,123/-

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

29.08.2023

(Rs.)

Funds Utilised till

31.12.2023

(Rs.)

Funds Utilised till

31-03-2024 & as on date of this report

Repayment/ prepayment of all or a portion of certain borrowings availed by our Company

40,00,00,000

40,00,00,000 (100% utilized)

N.A.

Capital expenditure for compliance with good manufacturing practices (GMP) for medicines intended to be sold in European Union (EU)

5,00,00,000

5,00,00,000 (100% utilized)

N.A.

General corporate purposes

4,99,99,123

4,99,99,123 (100% utilized)

N.A.

For acquisition of land and building

10,00,00,000

10,00,00,000 (100% utilized)

N.A..

- On 28th December, 2023, the Company allotted 4,00,000 Equity Shares of Rs. 10/- each at premium of Rs. 374/ - per Equity Shares to Non-Promoters and 5,00,000 Warrants (Convertible equal number of Equity Shares) of Rs. 10/- each (''Convertible Warrants'') at a premium of Rs. 374/- per security to Promoters & Non Promoters on Preferential basis after complying with the provisions and guidelines under the Companies Act, 2013 and SEBI Regulations. The Company also obtained necessary approvals of National Stock Exchange of India Limited (NSE) for the same.

The disclosure as required under Regulation 32(7A) of SEBI LODR Regulations, 2015 is as under:

Date of Raising Funds

28th December, 2023

Amount Raised

Rs. 20.16 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

29.08.2023

(Rs.)

Funds Utilised till

31.03.2024

(Rs.)

Funds Utilised till

date of this report

Repayment/ prepayment of all or a portion of certain borrowings from State Bank of India availed by our Company

Rs. 9.00 Crore

Rs. 9.00 Crore (100% utilized)

N.A.

Capital expenditure for procurement of Lipid Complex Injections Machinery and Equipments/ Utilities with Electrification for Oncology unit

Rs. 4.00 Crore

Rs. 4.00 Crore (100% utilized)

N.A.

General corporate purposes

Rs. 4.16 Crore

Rs. 4.16 Crore (100% utilized)

N.A.

For Clinical trials/ bioequivalence studies for Oncology Products

Rs. 3.00 Crore

Rs. 3.00 Crore (100% utilized)

N.A..

Post allotments of Equity Shares as aforesaid, the paid up Capital of the Company stood at Rs. 21,74,99,100/-divided into 2,17,49,910 Equity Shares Equity Shares of Rs.10/- each as on date of this report.

6. SHARE CAPITAL:

The Company has increased its Authorised Share Capital from Rs. 20 Crores to Rs. 25 Crores in the Extra Ordinary General Meeting held on 29th August, 2023.

The paid up Share Capital of the Company as on 31st March, 2024 was Rs. 21.74 Crore. As on 31st March, 2024.The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

During the fiscal 2024, the Company allotted 5,00,000 convertible warrants of Rs. 10/- each to Promoters and NonPromoter. As on date of this report, the Promoter Directors holds 2,00,000 convertible warrants.

7. RESERVES:

The Company does not propose to transfer any amount to General Reserves.

8. DEMATERIALISATION OF EQUITY SHARES:

All the Equity Shares and Convertible Warrants of the Company are in dematerialised form with either of the depository viz. NSDL and CDSL.

The ISIN allotted to the Company for Equity shares is INE732S01012.

The ISIN allotted to the Company for Convertible Warrants is INE732S13025.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL:

9.1 One of your Directors viz. Mr. Aarsh S. Shah (DIN: 05294294) retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers himself for reappointment.

9.2 The Company has appointed Ms. Vishalakshi Chandramouli (DIN: 03594109) as Non-Executive Non Independent Director of the Company w.e.f 1st September, 2023.

9.3 The Company has appointed Ms. Khyati Shah (DIN: 09430457) and Mr. Jignesh Parikh (DIN: 01303311) as Non-Executive Independent Directors of the Company w.e.f 6th November, 2023

9.4 The Company has appointed Mr. Sunil Marathe (DIN: 08777180) as Whole time Director - Technical w.e.f. 6th November, 2023.

9.5 Ms. Rita S. Shah (DIN: 01515340) has step down from the position as Whole-time Director to Director (NonExecutive) w.e.f. 6th November, 2023. She will continue to act as Director (Non-Executive) of the Company.

9.6 The Board in their meeting held on 22nd July, 2024, based on the recommendation of the Nomination and Remuneration Committee and subject to approval of members/shareholders, have:

- Re-appointed Mr. Sanjay S. Shah (DIN: 01515296), as Managing Director of the Company w.e.f. 1st December, 2024 for a period of 3 years

- Re-appointed Mr. Aarsh S. Shah (DIN: 05294294), as Joint Managing Director of the Company w.e.f. 1st December, 2024 for a period of 3 years.

9.7 The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act. The Independent Director shall enroll his / her name in the Databank, being maintained by Indian Institute of Corporate Affairs to qualify as an Independent Director. The enrollment of Independent Directors has been completed and they have furnished the declaration affirming their compliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6 of Companies (Appointment & Qualification of Directors) Rules.

9.8 Brief profile of the Directors who are being appointed or re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

9.9 The Board of Directors duly met 9 times during the financial year under review.

9.10 Formal Annual Evaluation:

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.

9.11 DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that 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 31st March, 2024 being end of the financial year 2023-24 and of the profit of the Company for the year;

(iii) That the Directors had taken proper and sufficient care for 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;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) 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.

(vi) 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.

10. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s 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.

11. MANAGERIAL REMUNERATION:

Sr.

No.

Name of the Director & Designation

Remuneration for the year 2024-25 (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

Aarsh S. Shah Joint Managing Director

36.00

Nil

Higher responsibility and time involvement

400320

8.99

3

Rita S. Shah*

Executive

Director

12.00

Nil

Higher responsibility and time involvement

400320

2.99

4

Sunil Marathe@ Whole time Director- Technical

12.00

Nil

Higher responsibility and time involvement

400320

2.99

*Ceased as a Whole time Director w.e.f. 6th November, 2023 @Appointed w.e.f. 6th November, 2023

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 Company''s website www.sakarhealthcare.com

12. KEY MANAGERIAL PERSONNEL:

12.1

% INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

Sr. No.

Name of the Director & KMP

Designation

Percentage (%) Increase (If any)

1.

Sanjay S. Shah

Managing Director

Nil

2.

Aarsh S. Shah

Joint Managing Director

Nil

3.

Sunil Marathe

Wholetime Director - Technical

N.A.

4.

Dharmesh R. Thaker

CFO

17.5%

5.

Bharat Soni

Company Secretary

12.00%

12.2 COMPARISON BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE COMPANY:

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.

13. PERSONNEL AND H. R. D.:

13.1 INDUSTRIAL RELATIONS:

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 number of Employees of the Company is 325. The relationship between average increase in remuneration and Company''s performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

13.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

14. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT& SECURITIES PROVIDED:

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.

15. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT& SECURITIES PROVIDED:

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 arm''s 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.

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

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.

17. CORPORATE GOVERNANCE AND MDA:

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.

18. SECRETARIAL AUDIT REPORT:

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.

19. WEB ADDRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on 31st March, 2024 is available on the Company''s websitewww.sakarhealthcare.com.

20. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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.

21.1 ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY:

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.

22. GENERAL:

22.1 AUDITORS:

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 2024-25.

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.

22.2 INSURANCE:

The Company''s 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.

22.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

22.4 RISKS MANAGEMENT POLICY:

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.

22.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

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.

22.6 CODE OF CONDUCT:

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.

22.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

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.

22.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s 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.

22.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & 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. During the year under review, the Company did not receive any complaint.

22.10 GRATUITY:

The Company has made necessary provisions for the payment of Gratuity.

22.11 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

22.12 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.

22.13 There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

22.14 There was no instance of one time settlement with any Bank or Financial Institution.

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.

23. INSIDER TRADING POLICY:

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 company''s website.

24. DISCLOSURE OF ACCOUNTING TREATMENT:

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.

25. DISCLOSURES:

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.

26. FINANCE:

26.1 The Company has availed financial assistance in form of Term Loans and Working Capital from State Bank of India.

26.2 The Company''s Income tax Assessment has been completed upto the Assessment Year 2020-21.

27. ACKNOWLEDGEMENT:

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 Company''s goals.


Mar 31, 2023

The 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.

1. FINANCIAL RESULTS AND OPERATIONS:

(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.

2. DIVIDEND:

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.

3. AWARDS AND RECOGNITIONS:

3.1 Sakar healthcare received PHARMA RATNA UNIVERSE 2022 excellence in Oncology Manufacturing award

3.2 The Company has been honoured as SME STARS 2022 by alpha Ideas.

4. ALLOTMENT OF EQUITY SHARES ON PREFERENTIAL BASIS :

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.

6. SHARE CAPITAL:

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.

7. RESERVES:

The Company does not propose to transfer any amount to General Reserves.

8. DEMATERIALISATION OF EQUITY SHARES:

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.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL:

9.1 One of your Directors viz. Ms. Rita S. Shah retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers herself for reappointment.

9.2 The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act. The Independent Director shall enroll his / her name in the Databank, being maintained by Indian Institute of Corporate Affairs to qualify as an Independent Director. The enrollment of Independent Directors has been completed and they have furnished the declaration affirming their compliance to the Board with the provisions contained under sub rule 1 & 2 of Rule 6 of Companies (Appointment & Qualification of Directors) Rules.

9.3 Brief profile of the Director who is being appointed or re-appointed as required under Regulations 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings is provided in the notice for the forthcoming AGM of the Company.

9.4 The Board of Directors duly met 10 times during the financial year under review.

9.5 Formal Annual Evaluation:

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.

9.6 DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that 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 31st March, 2023 being end of the financial year 2022-23 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) 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.

(vi) 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.

10. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s 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.

11. MANAGERIAL REMUNERATION:

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 Company''s website www.sakarhealthcare.com

12. KEY MANAGERIAL PERSONNEL:

12.1 % INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

Sr. No.

Name of the Director & KMP

Designation

Percentage (%) Increase (If any)

1.

Sanjay S. Shah

Managing Director

Nil

2.

Rita S. Shah

Wholetime Director

Nil

3.

Aarsh S. Shah

Joint Managing Director

Nil

4.

Dharmesh R. Thaker

CFO

17.5%

6.

Bharat Soni

Company Secretary

12.00%

12.2 COMPARISON BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE COMPANY:

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.

13. PERSONNEL AND H. R. D.:

13.1 INDUSTRIAL RELATIONS:

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 Company''s 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.

13.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

14. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT& SECURITIES PROVIDED:

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.

15. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT& SECURITIES PROVIDED:

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 arm''s 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.

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

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.

17. CORPORATE GOVERNANCE AND MDA:

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.

18. SECRETARIAL AUDIT REPORT:

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.

19. WEB ADDRESS OF ANNUAL RETURN:

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 Company''s website www.sakarhealthcare.com.

20. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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.

21.1 ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY:

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.

22. GENERAL:

22.1 AUDITORS:

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.

22.2 INSURANCE:

The Company''s 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.

22.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

22.4 RISKS MANAGEMENT POLICY:

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.

22.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

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.

22.6 CODE OF CONDUCT:

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.

22.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

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.

22.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s 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.

22.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & 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. During the year under review, the Company did not receive any complaint.

22.10 GRATUITY:

The Company has made necessary provisions for the payment of Gratuity.

22.11 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

22.12 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.

22.13 There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

22.14 There was no instance of onetime settlement with any Bank or Financial Institution.

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.

23. INSIDER TRADING POLICY:

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 company''s website.

24. DISCLOSURE OF ACCOUNTING TREATMENT:

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.

25. DISCLOSURES:

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.

26. FINANCE:

26.1 The Company has availed financial assistance in form of Term Loans and Working Capital from State Bank of India.

26.2 The Company''s Income tax Assessment has been completed upto the Assessment Year 2021-22.

27. ACKNOWLEDGEMENT:

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 Company''s goals.


Mar 31, 2018

DIRECTORS'' REPORT

The Members,

Sakar Healthcare Limited,

The Directors have pleasure in presenting the 14th ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2017-18 ended 31st March, 2018.

1. FINANCIAL RESULTS AND OPERATIONS:

(Rs. in lakh)

Particulars

2017-18

2016-17

Sales and other Income

5360.90

4490.49

Profit before Interest and Depreciation

1312.01

1089.76

Less: Interest

258.51

268.53

Profit before Depreciation

1053.50

821.23

Less: Depreciation

440.92

338.94

Less: Exceptional Item

1.66

0.17

Profit before Taxation

610.92

482.12

Less: Provision for Taxation - Current

150.00

80.00

Less: Provision for Taxation - Deferred

52.79

55.85

Less: Provision for Taxation - Previous year

26.66

8.44

Profit for the year

381.47

337.83

Add: Balance Brought Forward

1109.79

958.23

Less : Utilization of Revenue Reserve for DTL

-

186.27

Balance carried to Balance Sheet

1491.26

1109.79

There are no material changes and commitment affecting the financial position of the Company which have occurred between 1st April, 2018 and date of this report.

During the year under review, the Company achieved turnover of Rs. 5360.90 lakh compared to Rs. 4490.49 lakh during 2016-17. The Company earned profit before interest, depreciation and tax of Rs. 1312.01 lakh during 201718 compared to Rs. 1089.76 lakh during 2016-17. After providing for interest, depreciation and taxes, the net profit for the year under review stood at Rs. 381.47 lakh as compared to Rs. 337.83 lakh during 2016-17. The EPS for the year under review stood at Rs. 3.12 compared to Rs. 3.08 for the year 2016-17.

2. DIVIDEND:

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.

3. LISTING:

The Equity Shares of the Company are listed on SME Emerge Platform of National Stock Exchange of Inda Limited w.e.f. 14th October, 2016. As per the prevailing Migration Policy from SME Platform to NSE Main Board, the Company should have been listed on SME Platform for a period of at least 2 years. This would be subject to the approval of the Shareholders by way of Postal Ballot. The Company would approach NSE and Shareholders for Migration at appropriate time.

The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2018-19.

4. INCREASE IN AUTHORISED SHARE CAPITAL:

The Authorized Equity Share Capital of the Company has been increased from Rs. 12.00 crores to Rs. 15.00 crores divided into 1,50,00,000 Equity Shares of Rs.10/- each upon passing of resolution in the Extra Ordinary General Meeting held on 31st August, 2017.

5. ALLOTMENT OF 12,50,000 EQUITY SHARES OF RS. 10/- EACH UPON CONVERSION OF UNSECURED LOAN INTO EQUITY SHARES OF THE COMPANY:

The Company, after complying necessary provisions under the Companies Act, 2013, SEBI & Listing Regulations

and obtaining necessary approvals of Shareholders, has allotted 12,50,000 Equity Shares of Rs. 10/- each at a premium of Rs. 50/- per Equity Share to Promoters on 4th November, 2017 upon conversion of unsecured Loan of Rs. 7.50 Crores into Equity Shares of the Company.

6. CHANGE IN THE LANDMARK LOCATION OF THE REGISTERED OFFICE OF THE COMPANY:

The Company, with a view to reflect the exact location of the Company, modified the particulars of the address of the Registered Office of the Company by deleting the words ‘Near M. N. Desai Petrol Pump'' w.e.f. 9th December, 2017.

The address of the Registered Office of the Company be now read as under:

Block No. 10/13, Village: Changodar, Sarkhej-Bavla Highway, Tal: Sanand, Dist: Ahmedabad - 382 213

7. ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY:

The Company through its Extra Ordinary General Meeting held on 20th March, 2018 has altered the Articles of Association of the Company by inserting a specific Article empowering the Company to issue Equity Warrants.

8. ALLOTMENT OF 27,50,000 EQUITY WARRANTS OF RS. 10/- EACH CONVERTIBLE INTO 27,50,000 EQUITY SHARES OF RS. 10/- EACH TO PROMOTER & NON - PROMOTER ON PREFERENTIAL BASIS:

The Company, upon receiving necessary approval of Shareholders in the Extra Ordinary General Meeting held on 20th March, 2018, allotted 27,50,000 Equity Warrants of Rs. 10/- each on 28th March, 2018 (convertible into 27,50,000 Equity Shares) for cash at premium of Rs. 55/- per Equity Warrant i.e. totaling to Rs. 65/- per Equity Warrant aggregating to Rs. 17.88 Crores to Promoters & Non-Promoter of the Company on Preferential basis in accordance with the provisions of the Companies Act, 2013 and SEBI Regulations.

9. DEMATERIALISATION OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialized form with either of the depository viz. NSDL and CDSL. The ISIN allotted to the Company is INE732S01012.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL:

10.1 One of your Directors viz. Mr. Aarsh S. Shah retires by rotation in terms of the Articles of Association of the Company. However, being eligible offers himself for reappointment.

10.2 The Board of Directors duly met 8 times during the financial year under review.

10.3 The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act.

10.4 Formal Annual Evaluation:

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.

10.5 DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that 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 31st March, 2018 being end of the financial year 2017-18 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for 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;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) 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.

(vi) 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.

11. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s 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.

12. MANAGERIAL REMUNERATION:

Sr.

No.

Name of the Director & Designation

Remuneration for the year 2017-18

%

increase over last year

Parameters

Median

of

Employees

Remuneration

Ratio

Commission

received

from

Holding/

Subsidiary

1

Sanjay S. Shah Managing Director

1235000

Higher responsibility and time involvement

259200

20.99

times

2

Rita S. Shah Executive Director

650000

-

259200

39.88

times

-

3

Aarsh S. Shah

Joint Managing Director

1170000

-

259200

22.15

times

-

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.

13. KEY MANAGERIAL PERSONNEL:

13.1 % INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

Sr. No.

Name of the Director & KMP

Designation

Percentage (%) Increase (If any)

1.

Sanjay S. Shah

Managing Director

-

2.

Ritaben S. Shah

Whole time Director

-

3.

Aarsh S. Shah

Joint Managing Director

-

4.

Jhonny G. Kudilil

CFO

13.13

5.

Pratixa Seju (up to 21-02-2018)

Company Secretary

-

6.

Hema Advani (from 21-02-2018)

Company Secretary

-

13.2 COMPARISON BETWEEN REMUNERATION OF KMP & PERFORMANCE OF THE COMPANY:

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.

14. PERSONNEL AND H. R. D.:

14.1 INDUSTRIAL RELATIONS:

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 number of Employees of the Company are 239. The relationship between average increase in remuneration and Company’s performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

14.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel) Rules, 2014.

15. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

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.

16. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED:

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 arm''s 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.

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

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.

18. CORPORATE GOVERNANCE AND MDA:

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.

19. SECRETARIAL AUDIT REPORT:

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.

20. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form - MGT-9 has been attached herewith as Annexure - D.

21. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The details of various committees and their functions are part of Corporate Governance Report.

22. GENERAL:

22.1 STATUTORY AUDITORS:

At the 11th Annual General Meeting held on 30th September, 2015 M/s. A. L. Thakkar & Co., Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the year 2020.

The remarks of Auditor are self-explanatory and have been explained in Notes on Accounts.

22.2 INSURANCE:

The Company''s 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.

22.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were no overdue deposits.

22.4 RISKS MANAGEMENT POLICY:

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.

22.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associates Companies / JVs.

22.6 CODE OF CONDUCT:

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.

22.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS: There has 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.

22.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s 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.

22.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & 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. During the year under review, the Company did not receive any complaint.

22.10 GRATUITY:

The Company has entered in to an agreement with Life Insurance Corporation of India for covering its Gratuity Liability and has thus provided for the same. A Gratuity Trust Fund has been created with Life Insurance Corporation of India.

22.11 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

23. DISCLOSURE OF ACCOUNTING TREATMENT:

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.

24. DISCLOSURES:

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.

25. FINANCE:

25.1 The Company has availed financial assistance in form of Term Loans and Working Capital from State Bank of India.

25.2 The Company’s Income tax Assessment has been completed up to the Assessment Year 2016-17.

26. ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and cooperation 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 Company’s goals.

Registered Office For and on behalf of the Board,

Block No. 10/13, Village: Changodar,

Sarkhej- Bavla Highway,

Tal: Sanand, Dist: Ahmedabad -382 213 Sanjay S. Shah Aarsh S. Shah

Date : 20th July, 2018 Chairman &

Managing Director Jt. Managing

Director


Mar 31, 2014

The Members,

Sakar Healthcare Private Limited,

Ahmadabad.

The Directors have pleasure in presenting the 10th Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2014.

1. FINANCIAL RESULTS AND OPERATIONS:

(Rs. In lacs)

Particulars *

2013-14

2012-13

Sales and other Income

2871.03

2197.07

Profit before Interest and Depreciation

786.79

756.36

Less: Interest

374.58

384.27

Profit before Depreciation

412.21

372.09

Less: Depreciation

211.90

197.66

Profit before Taxation

200.31

174.43

Provision for Taxation - Current

41.60

36.75

- Deferred

42.18

34.96

Profit for the year

116.53

102.72

Opening Balance of Profit and Loss Account

433.20

330.48

Balance carried to Balance Sheet ^

549.73

433.20

During the year under review, the Company achieved turnover of Rs. 2871.03 lacs compared to Rs. 2197.07 lacs during2012-13. The Company earned profit before interest, depreciation and tax of 786.79 lacs during 2013-14 compared to Rs. 756.36 lacs during2012-13. After providing for interest, depreciation and taxes, the net profit for the year under review stood at Rs. 116.53 lacs as compared to Rs. 102.72 lacs during 2012-13.

2. DIVIDEND:

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.

3. DIRECTORS:

The Board of Directors of the Company is duly constituted. As per the Articles of Association of the Company none of the Directors is liable to retire by( rotation

4. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

Your Directors have obtained from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmadabad Secretarial Compliance Certificate in terms of Section 383 A(t) of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001 for the year 2013-! 4. The Compliance Certificate has been attached to this Report.

5. DIRECTORS’RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that 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 the Company at 31st March, 2014 being end of the Financial Year 2013-14 and of the Profit of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; ''

(iv) that the Directors have prepared the annual accounts on a going concern basis.

6. FIXED DEPOSIT:

The Company has not invited any deposit from the public during the period under report.

7. FINANCE:

The Company has availed financial assistance in form of Term Loans and Working Capital from State Bank of India.

8. AUDITORS:

M/s. A. L. Thakkar & co., Chartered Accountants, Ahmadabad will retire at the ensuing Annual General Meeting. The Company has received a written certificate from them to the effect that if they are appointed for the year 2014-15, their appointment will be in accordance with the provisions of Section 139 & 141 of the Companies Act, 2013. The notes and remarks of Auditors are self-explanatory.

9. PARTICULARS OF EMPLOYEES:

There was no employee in the employment of the Company drawing remuneration requiring disclosure. The employee-employer relation remained cordial during the year.

10. INSURANCE:

The Company’s 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.

11. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS

IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

A. Conservation of Energy:

Measures taken for Conservation of Energy, additional proposals and its impacts:

The Company has installed UPS and effective switchgears and individual capacitors machineries in the process. This has resulted in the saving of power to large extent.

B. Technology absorption: Not applicable.

C. Foreign Exchange Earnings and Outgo: NIL

The Company has not earned or spent any Foreign Exchange during the year under review.

12. ACKNOWLEDGMENT:

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 Company’s goals.

Registered Office For and on behalf of the Board,

406, Silver Oaks Commercial Complex,

Opp. Arun Society, Paldi

Ahmedabad - 380007. Sanjay S. Shah Rita S. Shah

Director Director

Date: 1stSeptember, 2014

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