To,
The Members,
Dhruv Wellness Limited
CIN: L74900MH2015PLC263089
Registered Office:
207, Royal Appt, Kasam Baug, Opp Bachani Nagar,
Jai Bhavani Lane, Malad (East) Mumbai - 400097
The Directors of M/s. Dhruv Wellness Limited (the "Company") are
pleased to present the 8th Annual Report (the "Report") on the
business and operations of the Company, together with the audited financial statements of
the Company.
1. Financial summary or highlights/Performance of the Company (Standalone)
(Amount in Lakhs)
| Particulars |
2022-2023 |
2021-2022 |
| Revenue from operations |
38.97 |
37.16 |
| Other income |
00.00 |
00.00 |
| Gross Income |
38.97 |
37.16 |
| Total Expenses |
36.88 |
35.12 |
| Net Profit Before Tax |
2.08 |
2.03 |
| Current Tax |
00.00 |
0.51 |
| Net Profit After Tax |
2.08 |
1.52 |
2. Brief description of the Companys working during the year/State of Companys
affairs
The gross income from operations decreased during the year under review amounted to Rs.
3896587.
The net profit after tax is Rs. 208000/- for the (FY 2022-23) after deducting all the
expensesof the year.
3. Change in the nature of business, if any
During the period under review, there were no changes in the nature of the business of
the Company.
4. Dividend
The Directors do not recommend any dividend for the current financial year i.e. from 1st
April 2022 till 31st March 2023, under consideration.
5. Reserves
During the period under review, no amount was transferred to Reserves.
6. Share Capital
During the period under review, the Company has not offered, issued or allotted any
equity shares or preference shares.
As on 31st March, 2023, the issued, subscribed and paid up share capital of
your Company stood at Rs. 10,53,98,500/-, comprising 1,05,39,850 Equity shares of Rs.10/-
each.
7. Directors
The Board is constituted with an optimum combination of Executive and Non-Executive
Directors in accordance with the requirements of the Act read with SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations").
List of Directors as on 31st March 2023.
| Sr. No. Name |
DIN / PAN |
Designation |
| 1 Mr. Pravinkumar Prajapati |
05192268 |
Managing Director |
| 2 Mrs. Anita Prajapati |
05192261 |
Director |
| 3 Mr. Narayanbhai Prajapati |
07112502 |
Director |
| 4 Mr. Narayanbhai Prajapati |
APUPP6518H |
CFO(KMP) |
| 5 Mr. Jignesh Shah |
07831824 |
Independent Director |
| 6 Mr. Kunal Sarkar |
07831825 |
Independent Director |
Mr. Pravinkumar Prajapati (DIN: 05192268), Director of the Company, will retire by
rotation at the ensuing Annual General Meeting in pursuance of Section 152 of the Act and
being eligible, has offered herself for re-appointment. The Board recommends his
reappointment.
In current financial year i.e. Financial Year 2022-23 your Company has not appointed
any new director or there is no change in Board Composition.
8. Particulars of Employees
The Directors wish to place on record their appreciation of the contributions by the
employees of the Company and look forward to their continued commitment to the success of
the Company in the years ahead.
9. Meetings:
During the financial year, 06 (Six) Board meetings were held, details of which are
given below:
| Date of the meeting |
No. of Directors attended the meeting |
| 05/04/2022 |
5 |
| 30/05/2022 |
5 |
| 26/08/2022 |
5 |
| 05/11/2022 |
5 |
| 15/11/2022 |
5 |
| 13/02/2023 |
5 |
The gap between two consecutive Board Meetings did not exceed 120 days.
10. Extract of Annual Return
Pursuant to section 92(3) of the Act and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, extract of annual return is annexed as Annexure 1. MGT
9 also being uploaded at website of the Company www.dhruvwellness.com.
11. Details of Subsidiary/Joint Ventures/Associate Companies
Not Applicable.
12. Auditors:
The Auditors Report on the financial statements of the Company for the financial year
ended March 31, 2023 is unmodified i.e. it does not contain any qualification, reservation
or adverse remark. The Auditors Report is enclosed with the financial statements forming
part of the annual report.
13. Auditors Report
The Auditors Report contain qualification for previous year. Notes to Accounts,
Disclaimers and Auditors remarks in their report are self-explanatory and do not call for
any further comments.
14. Internal Controls
The internal financial controls with reference to the Financial Statements are
commensurate with the size and nature of business of the Company.
15. Risk management policy
The Company has adopted comprehensive risk management policy to manage risks across
businesses.
The objective of the risk management policy:
Consistency in the identification, assessment, mitigation, monitoring and reporting of
risk; Proactive identification and management of risks and events to minimize financial
losses, revenue leakages, unnecessary litigation, disruption to business processes; and
non-financial impacts including regulatory, reputation and client impacts; A core focus of
the Risk Management Framework is the consistent identification, assessment, mitigation,
monitoring and reporting of risk. This is achieved through the following key elements of
the process:
Understanding Control Environment
Sets tone of organization and control consciousness of its people. Further, it provides
foundation for organizational risk culture, risk education and other relevant controls.
Risk Assessment
- Risk Identification and analysis
- Risk Evaluation to form the basis for control
Assessing Control Activities
- To meet SLAs, contracts and agreements
- To form the base for Approvals, authorizations, performance reviews
Ensuring Information and Communication
- Relevant Information is identified, captured and communicated in time
- Flow and direction of information to ensure right people get pertinent information.
Ongoing Monitoring of risk
- Continuous Assessment of control systems through sampling. - Focus on effectiveness
of controls through independent reviews.
16. Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report.
There is no material changes and commitments, which affecting financial position of the
Company.
17. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and companys operations in future.
There are no significant and material orders passed by the regulators or courts or
tribunal that would impact the going concern status of the Company and its operations in
future.
18. Details in respect of Frauds
As per Section 134(C), no frauds are reported by auditors under sub-section 12 of
section 143.
19. Particulars of loans, guarantees or investments under section 186
There were no loans given, investments made, guarantees given or securities provided
during the financial year.
20. Particulars of contracts or arrangements with related parties:
There were no any materially significant related parties transaction with promoters
and directors which were in conflict with the interest of the Company attracting the
provision of Section 188 of the Companies Act, 2013 during the financial year.
However, Form AOC 2 related with particulars of contract or arrangements with related
parties are annexed herewith as Annexure 2
21. Obligation of Company under the Sexual Harassment of Women At Workplace
(Prevention, Prohibition And Redressal) Act, 2013
In order to prevent sexual harassment of women at work place a new act The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 9th December, 2013, by the Union Government. Under the said
Act every Company is required to set up an Internal Complaints Committee to look into
complaints relating to sexual harassment at work place of any women employee. Your Company
has also in principle adopted a policy for prevention of Sexual Harassment of Women at
workplace and has set up Committee for implementation of said policy. During the year
Company has not received any complaint of harassment.
22. Conservation of energy, technology absorption and foreign exchange earnings and
outgo
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
a) The Particulars regarding Conservation of Energy.
As the Company is not covered in the list of industries required to furnish information
in Form A relating to the conservation of Energy, the same is reported to be Nil.
However, the Company takes all possible measures to conserve energy.
b) The Particulars regarding Technology Absorption, Adaptation and Innovation.
The particulars regarding Technology Absorption, Adaptation and Innovation are reported
to be Nil.
(c) Foreign exchange earnings and Outgo
During the year, the total foreign exchange used was NIL and the total foreign exchange
earned was Nil.
23. Corporate Social Responsibility (CSR)
The Company is not required to constitute a Corporate Social Responsibility Committee
as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence
it is not required to formulate policy on corporate social responsibility.
24. Directors Responsibility Statement
The Directors of the Company confirm that pursuant to Section 134(3)(c) of the Act and
to the best of their knowledge and belief:
(a) In the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures;
(b) that the selected accounting policies were applied consistently and the Directors
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 as on March 31, 2023 and of the profit and
loss of the Company for the year ended on that date;
(c) that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the annual accounts have been prepared on a going concern basis; and
(e) that proper systems have been devised to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
25. Deposits
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the
requirement for furnishing the details of deposits which are not in compliance with
Chapter V of the Act is not applicable.
26. FUTURE OUTLOOK:
Your Company is very well positioned to take advantage of ever increasing demand for
the pharmaceutical and cosmetic product. So in this way, your Directors are hopeful to
achieve better results in the coming years.
27. MEETING OF INDEPENDENT DIRECTORS:
The independent directors of company met one time during the year, where all the
independent directors were present under the requirement of Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
28. RISK MANAGEMENT POLICY:
In todays economic environment, Risk management is a very important part of business.
The main aim of risk management is to identify, monitor and take precautionary measures in
respect of the events that may pose risk for the business. Companys risk management is
embedded in the business processes and thereby reduces the risk to its possible extent.
The Board periodically reviews the operations of the Company and identifies the risk
/potential risk, if any to the Company and implement the necessary course of action(s)
which the Board deems fit in the best interest of the Company.
Further almost all the business operations are being carried out directly under the
supervision and control of the Managing Director leaving no scope of any fraud or
irregularities.
29. EVALUATION OF BOARDS PERFORMANCE:
In compliance with the provisions of the Companies Act, 2013 (‘the Act) and SEBI
(LODR) Regulations, 2015, the Board during the year adopted a formal mechanism for
evaluation of its performances as well as that of its committees and individual Directors,
including the Chairman of the Board. A structured mechanism was prepared after taking into
consideration inputs received from the Directors, covering various aspects of the Boards
functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgment, safeguarding the interest of the
Company and its minority shareholders, etc. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman
and the Non-Independent Directors was carried out by the Independent Directors. The
Directors expressed their satisfaction with the evaluation process.
30. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed Dividend declared and paid last year, the
provisions of Section 125 of the Companies Act, 2013 do not apply.
31. MANAGEMENT DISCUSSION AND ANALYSIS:
The Managements Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an "Annexure
4" to this report.
32. MD AND CFO CERTIFICATION:
The MD and CFO of the company required to gives annual certification on financial
reporting and internal controls to the board in terms of Regulation 17(8) of listing
regulation and certification on financial results while placing the financial result
before the board in terms of Regulation 33 of listing regulation and same is published in
this Annexure 5 report.
33. INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship with employees
at all level.
34. PARTICULARS OF EMPLOYEES:
The information required under Section 197 of the Companies Act, 2013 read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is as under:
1. the percentage increase in remuneration of each director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;
During the year there is no such changes in Remuneration
2. the percentage increase in the median remuneration of employees in the financial
year; Nil
3. No. of permanent employees on the rolls of company; 04
Further, no employee of the Company was in receipt of the remuneration exceeding the
limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, hence no information as required under the provisions
of Section 197 of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this
report.
35. BOARD EVALUATION:
Pursuant to the section 134 (p) of Companies Act, 2013 read with Rule 8 (4) of
Companies Accounts Rules, 2014 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual performance
evaluation of its own performance, the Directors individually, as well as the Board
Committees.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning.
36. REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remunerations provided in Section 178(3) of the Companies Act 2013.
37. ACKNOWLEDGEMENTS
The directors thank the Companys employees, customers, vendors, investors and academic
institutions for their continuous support. The directors also thank the government of
India, the governments of various states in India and concerned government departments /
agencies for their co-operation.
For and on behalf of the Board of Directors
| Sd/- |
Sd/- |
| Pravinkumar Prajapati |
Anita Prajapati |
| Managing Director |
Director |
| DIN: 05192268 |
DIN: 05192261 |
| Date: 06.09.2023 |
|
| Place: Mumbai |
|
+91-9892691696
