To
The Members,
SANGANI HOSPITALS LIMITED
Your Directors have pleasure in presenting the Third Annual Report of the Company together with the Audited Financial Statement(s) of the Company for the year ended March 31, 2024.
1. Financial Summery and Highlights:
Standalone:
Sales and Other Income for the year ended March 31, 2024 amounted to Rs. 1,305.09 Lakhs as against Rs. 1,174.97 Lakhs in the previous Financial Year. Net Profit for the year under review was Rs. 269.61 Lakhs as against Rs. 153.15 Lakhs in the previous Financial Year.
Consolidated:
Pursuant to the provisions of section 129 and 134, 136 of the Companies Act, 2013 read with Rules made thereunder and pursuant to Regulation 33 od SEBI (LODR) Regulations, 2015, your Company had prepared consolidated financial statements of the Company and its subsidiary entity Ankur Distributors.
Sales and Other Income for the year ended March 31, 2024 amounted to Rs. 1,652.01 Lakhs as against Rs. 1,576.24 Lakhs in the previous Financial Year. Net Profit for the year under review was Rs. 269.69 Lakhs as against Rs. 148.37 Lakhs in the previous Financial Year.
The Company came up with Initial Public Issue of 37,92,000 Equity Shares of Face value of Rs. 10.00/- each for cash at a price of Rs. 40.00/- per equity share including a share premium of Rs. 30.00/- per equity share aggregating to Rs. 1,516.80 lakhs. The Company got listed on August 17, 2023 on EMERGE Platform of NSE Limited.
2. Change in the Nature of Business:
During the year there was no change in main business activity and adopted following main business activity.
3. Share Capital:
Authorised Capital of the Company:
During the year under review, the Authorised Share Capital of the Company was increased from Rs. 10,00,00,000/- (Rupees Ten Crore) divided into 1,00,00,000 (One Crore) Equity Shares of Rs.10/- each to Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs.10/- each by creation of additional 1,00,00,000 (One Crore) Equity Shares of Rs.10/- and altered Share Capital Clause contained in the Memorandum of Association of the Company.
Paid up Capital of the Company:
The paid-up Capital of the Company was Rs. 9,98,49,900/- divided into 99,84,990 Equity Shares of Rs. 10/- each. During the year Company had issued 37,92,000 Equity Shares of Rs.10/- each through Initial Public Offer.
4. Dividend:
The Directors have not recommended dividend on equity shares for the year under review.
5. Subsidiary Companies and Joint Venture:
Your Company has one Subsidiary Entity, namely "Ankur Distributors". The company had acquired 95% ownership of Ankur Distributors with effect from April 01, 2022 by way of Supplementary Partnership Deed dated January 01, 2022.
Pursuant to Section 129(3) of the Act and AS 110 issued by Institute of Chartered Accountants of India, consolidated financial statements presented by the Company include the financial statements of its subsidiaries.
Further, a separate statement containing the silent features of the financial statements of subsidiaries of the Company in the prescribed form AOC 1has been disclosed in Annexure I.
The Financial Statements, as required, of the subsidiary entity shall be available on website of the Company at www.snaganihospitals.com
6. Policy on Directors' appointment and remuneration:
The Nomination and Remuneration Committee is entrusted with the responsibility of identifying and ascertaining the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommending their appointment for the consideration of the Board.
The Company has drawn up Nomination and Remuneration policy in line with the requirement of Section 178 of the Companies Act, 2013. The Policy inter alia provides that a person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/ satisfactory for the concerned position. Details of the policy are available on the Company's website www.snaganihospitals.com.
7. Vigil Mechanism / Whistle Blower Policy:
The Company has a Vigil Mechanism cum Whistle Blower Policy ('Vigil Mechanism') in place. The Vigil Mechanism is a system for providing a tool to the employees of the Company to report violation of personnel policies of the Company, unethical behaviour, suspected or actual fraud, violation of code of conduct. The Company is committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization.
The Policy provides for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Board of Directors affirm and confirm that no employee of the Company has been denied access to the Committee. Details of the Vigil Mechanism are available on the Company's website www.snaganihospitals.com.
8. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace:
The Company is committed to provide a healthy environment to all employees and thus does not tolerate any sexual harassment at workplace. The Company has in place, "Policy on Prevention, Prohibition and Redressal of Sexual Harassment." The policy aims to provide protection to employees at the workplace and preventing and redressing complaints of sexual harassment and it covers matters connected or incidental thereto.
The Company has not received any complaint of sexual harassment during the financial year 2023-2024.
9. Adequacy of Internal Financial Controls with reference to the Financial Statements.
The Company has devised appropriate systems and framework for adequate internal financial controls with reference to financial statements commensurate with the size, scale and complexity of its operations including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework, risk management framework.
The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. In case weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls.
Further, the Board annually reviews the effectiveness of the Company's internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company.
A report of the Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is included in the Auditors' Report.
10. Number of Board Meetings:
During the year, 7 (Seven) Board Meetings were convened and held in accordance with the provisions of the Companies Act, 2013 and rules made there under and as per the Secretarial Standard I as issued by the Institute of Company Secretaries of India.
Family Relationship between the Directors
Except as stated below, none of the Directors of our Company are related to each other as per section 2(77) of the Companies Act, 2013.
Following are the changes in the Board of Directors during the year:
11. Details of Committees of the Board:
At present, the Board has following three (3) Committees:
• Audit Committee
Our Company has formed the Audit Committee vide resolution passed in the meeting of Board of Directors held on May 01, 2023 as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). The Audit Committee comprises of following members.
• Nomination and Remuneration Committee
Our Company has formed the Stakeholders Relationship Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated May 01, 2023. The constituted Stakeholders Relationship Committee comprises of following members:
• Stakeholders' Relationship Committee
Our Company has formed the Nomination and Remuneration Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated May 01, 2023. The Nomination and Remuneration Committee comprises of following members:
The Composition of the Committees and relative compliances, are in line with the applicable provisions of the Companies Act, 2013 read with the Rules and Listing Regulations.
12. Annual Evaluation of Board Performance
Pursuant to the Provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors in their separate meeting who also reviewed the performance of the Board as whole.
The Nomination and Remuneration Committee has defined the evaluation criteria, procedure for the performance evaluation of the Board of Directors.
The Board's functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board Structure and Composition, effectiveness of Board process, information and functioning.
The Directors were evaluated on aspects such as attendance and contribution at Board Meeting and guidance/support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on Key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement of all Board Members. Evaluation of Independent Directors was done by the Entire board.
13. Particulars of Loans, Guarantees and Investments:
Particulars of Loans & Investment as required under Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 are given in Notes forming part of Financial Statements. There is no Guarantees given during the year under review.
14. Particulars of contracts or arrangements with related parties:
The Company does have transactions with related party in terms of Section 188 of the Companies Act, 2013. Hence, the disclosure required to be provided under Section 134(3) (h) of the Companies Act, 2013, in Form AOC - 2 is applicable is furnished as Annexure II to this report.
The Disclosures as required under Accounting Standard - 18 (AS-18) "Related Party Disclosures" notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been provided in the Notes forming part of the Financial Statements.
15. Declaration of Independent Directors:
The Independent Directors have submitted their disclosures/ declarations to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
16. Directors Responsibility Statement:
The Board of Directors of the Company confirms:
(I) that in the preparation of the annual accounts for the year ended 31st March, 2024 the applicable Accounting Standards have been followed.
(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.
(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the Provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
(iv) that the Directors have prepared the annual accounts for the year ended 31st March, 2024 on a 'going concern' basis.
(v) that the Directors have laid down internal financial control and that such internal financial control are adequate.
(vi) that the Directors have devised proper system to ensure compliance with the Provisions of all applicable laws.
17. Disclosures Relating to Remuneration of Directors, Key Managerial Personnel and Particulars of Employees:
The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ Employees of your Company is appended in Annexure III forming part of this Report.
18. Extract of Annual Return:
As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in form MGT 7 will be available at website of the Company at www.sanganihospitals.com
19. Disclosure of Particulars:
Information's as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in Annexure- IV forming part of this Report.
20. Corporate Governance:
Since the Company's securities are listed on EMERGE SME Platform of NSE, Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company. Hence Corporate Governance does not form part of this Board's Report.
21. Management Discussion and Analysis Report:
A report in the form of Management Discussion and Analysis Report is annexed hereto as Annexure V and forms part of this Report.
22. Directors and Key Managerial Personnel:
In accordance with the requirements of the Companies Act, 2013 and Articles of Association of the Company Ms. Vaishali Sangani, Director of the Company retire at the forthcoming Annual General Meeting and being eligible, offer themselves, for re-appointment as Director liable to retire by rotation.
During the year under review following no officials were appointed/resigned:
23. Auditors
a) Statutory Auditors
Pursuant to Section 139(2) of the Companies Act, 2013 read with rule 6 of Companies (Audit and Auditors) Rules, 2014, M/s. Kumbhat & Co., Chartered Accountants, were appointed for period of 5 years in Extra Ordinary General Meeting held in the year 2022.
b) Secretarial Auditor and Secretarial Audit Report
The provisions of Section 203 of Companies Act, 2013 are now applicable to the Company as the Company's Shares are listed on NSE Emerge Platform w.e.f. August 17, 2023. The Company has appointed M/s. K. P. Ghelani & Associates, Practicing Company Secretaries, to carry out Secretarial Audit for the Financial Year 2023-24. The Annual Secretarial Audit Report (MR 3) is attached as Annexure VI to this Board Report.
c) Internal Auditors
The provisions of Section 138(1) of Companies Act, 2013 is applicable to Company and Company has appointed M/s. R G G R & Associates, Practicing Chartered Accountants, to carry out Internal Audit for the Financial Year 2023-24.
24. Material Changes and Commitments, if any, Affecting the Financial Position of the Company:
1. The Shareholders have approved following resolutions at the Extra Ordinary General Meeting held on April 29, 2023:
a) Changed designation of Mr. Ajaykumar Sangani as Managing Director of the Company.
b) Changed designation of Mr. Rajeshkumar Sangani as Chairman cum Whole Time Director of the Company.
c) Changed designation of Mr. Kamalkumar Sangani as Whole Time Director of the Company
d) Appointed Mr. Jagdishbhai Ukabhai Yadav as a Non-executive Independent Director
e) Appointed Mr. Dharmesh Jaysukhlal Vithalani as a Non-executive Independent Director
f) Appointed Mr. Shailesh Bhimani as a Non-executive Independent Director.
g) Appointed Mr. Vishal Gourishankar Joshi as a Non-executive Independent Director.
h) Increased Authorised Share Capital of the Company from Rs. 10,00,00,000/- (Rupees Ten Crore) divided into 1,00,00,000 (One Crore) Equity Shares of Rs.10/- each to Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs.10/- each by creation of additional 1,00,00,000 (One Crore) Equity Shares of Rs.10/- and altered Share Capital Clause contained in the Memorandum of Association of the Company.
i) Approved issue and allotment of equity shares to the public (Initial Public Offer).
2. The Company came up with Initial Public Offer (IPO) of 37,92,000 Equity Shares of Face value of Rs. 10.00/- each for cash at a price of Rs. 40.00/- per equity share including a share premium of Rs. 30.00/- per equity share aggregating to Rs. 1,516.80 lakhs. The Company got listed on August 17, 2023 on EMERGE Platform of NSE Limited.
25. Other Disclosures/Reporting:
Your Directors further state that during the year under review:
a) no amount is transferred to General Reserve
b) the Company has not taken any deposits from Public or Shareholders of the Company;
c) there were no significant / material orders passed by the Regulators or Courts or Tribunals impacting going concern status of your Company and its operations in future;
d) there are no qualifications, reservation or adverse remark or disclaimer made by the Statutory Auditors in their Report.
e) Personnel:
Your Company continued to enjoy warm and healthy relations with its employees at all locations. Your Directors take this opportunity to record their appreciation for the significant outstanding contribution made by the employees at all levels.
26. Website:
As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely www.sanganihospitals.com containing basic information about the Company. The website of the Company is also containing information like Policies, Financial Results, Annual Reports and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.
27. Acknowledgement:
Your Directors express their deep gratitude for the co-operation and support extended to the Company by its Members, Customers, Suppliers, Bankers and various Government agencies.