orchid pharma ltd Directors report


To,

The Members/Shareholders,

Your Directors are pleased to present the 38th Annual Report along with audited accounts of your Company for the Financial Year ended 31st March, 2023.

• FINANCIAL PERFORMANCE:

The Financial Performance of the Company for the financial year ended on 31st March 2023, as compared to the previous year ended on 31st March, 2022 is summarized below: -

(Rs. In Lacs)
Particulars 1st April, 2022 to 31st March, 2023 1st April, 2021 to 31st March, 2022
Income from operations 0.80 1.30
Other Income 95.76 37.03
Total Revenue 96.56 38.33
Operating & Administrative Expenses 42.24 69.13
Operating Profit before interest, depreciation and tax 54.32 (30.80)
Depreciation/ Amortization (0.67) (0.09)
Profit/(loss) before finance costs and exceptional items 53.65 (30.89)
Interest and financial charges 0.00 0.00
Exceptional items 0.00 0.00
Profit/(loss) before tax 53.65 (30.89)
Tax Expense 0.00 0.00
Profit/(loss) after tax 53.65 (30.89)

• PERFORMANCE HIGHLIGHTS:

The total revenue of the Company increased during the current financial year which commenced on 1st April, 2022 and ended on 31st March, 2023 was Rs. 96.56 lacs against Rs. 38.33 lacs in the previous financial year which commenced on 1st April, 2021 and ended on 31stMarch, 2022. The Total expenditure during the current financial year was Rs. 42.91 lacs against Rs. 69.22 lacs in the previous financial year reduced substantially. The Company generated Profit after Tax for the year under review at Rs. 53.65 lacs the said figure during the previous financial year was Loss after Tax of Rs. (30.89) lacs. The Directors trust that the shareholders will understand the current scenario and find the performance of the Company for financial year commencing from 1st April, 2022 and ending on 31st March, 2023 to be satisfactory. The Earning per Share (EPS) of the Company is 1.07 per share for the year under review as against (0.62) per share in the previous year.

• BUSINESS OPERATIONS AND FUTURE OUTLOOK:

The Company is a registered category I merchant banker since 1992 and is essentially concentrating on advisory and consultancy assignments in capital markets, business reorganization, investments, fund raising and corporate restructuring. The Company is investing its surplus funds in the Capital Market and other financial instruments in view of the long term prospects of the Indian Economy and the Company is confident that it would be able to take advantage of emerging opportunities in the coming years.

• DIVIDEND:

In view of losses incurred in the earlier years and to strengthen the capital base of the Company, your Directors have decided not to recommend any dividend on Equity Shares for the year under review.

• AMOUNTS TO BE CARRIED TO ANY RESERVES:

In order to meet any contingencies in the coming years, your directors have proposed not to transfer any amounts from Profit & Loss account to reserves of the Company.

• FINANCE

During the year under review, the Company has not made any borrowings from banks or any financial institutions or other parties.

• CHANGE IN SHARE CAPITAL OF THE COMPANY

The Authorized Share capital of the Company as at 31st March, 2023 stood at Rs. 5,00,00,000/- (Rupees Five Crore only) and paid-up capital stood at Rs. 5,00,00,000/- (Rupees Five Crore only). During the year, there is no change in capital structure of the Company.

• MATERIAL CHANGES AND COMMITMENTS:

There are no other material changes and commitments that have occurred between the end of financial year of the Company and the date of this report affecting the financial position of the Company as at 31st March, 2023.

• SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES:

Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

• DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Chirag D. Mehta (DIN:00484709), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his re-appointment.

Confirmation of Appointment/Retirement :

> Pursuant to the provisions of the section 196,197, 198,203 of the Companies Act, 2013 read with the rules made thereunder and the Articles of Association of the Company, the Board of Directors at their meeting held on 30.05.2023 changed the designation of Mr. Vishwesh D. Mehta (DIN: 00484785) from Director to Managing Director (Executive and Non Independent) on remuneration on the board to holds office only up to the date of this Annual General Meeting. The Company has received a notice form a member signifying his intention to change the designation of Mr. Vishwesh D. Mehta from a Director to Managing Director of the Company on remuneration. The Board recommend to the members the proposed Special Resolution No. 3 along with the Explanatory notes mentioned at item no. 3 of the notice of the AGM, for approval by the members at the ensuing Annual General Meeting of the Company, liable to retire by rotation.

> Board at its meeting held on 02.09.2023 appointed Mr. Shrikant Suresh Kolhar (DIN: 02107316) as Additional Director (Independent) on the Board of the Company to hold office till the conclusion of this Annual General Meeting of the Company. The Board recommends the proposed Special Resolution for appointment of Mr. Shrikant Suresh Kolhar (DIN: 02107316) as Independent Director (Non-executive and Independent) on the Board of the Company for the period of five years w.e.f 02.09.2023 till 01.09.2028 for the approval by the members at the ensuing Annual General Meeting of the Company.

> Brief details of Directors proposed to be appointed/change of designation as required under Companies Act, 2013 or any other laws, rules and regulation as updated from time to time are provided in the Notice of Annual General Meeting forming part of this Annual Report.

> Mr. Manish Amin, Independent Director and Chairperson /Member of the Committees retired on 27.07.2023, as a result of which, the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee of the Board were re-constituted on 28.07.2023 by appointing Mr. Dhananjay J. Chokshi as member of the above three committees in place of Mr. Manish Amin, Chairperson /Member retired on 27.07.2023.

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

Your Company is not involved in carrying out any manufacturing activity. The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is therefore, not required to be furnished.

• RELATED PARTY TRANSACTIONS:

Your Company had not entered into any contract or arrangement with related parties, which is not at arms length price in terms of Section 188 (1) of the Companies Act, 2013. The disclosure of related party transactions as required to be made under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is therefore, not applicable. Transactions with related parties, as per requirements of Indian Accounting Standard (IND AS -24) are disclosed in the notes to accounts annexed to the Financial Statements.

• AUDITORS & AUDITORS REPORT:

M/s. Asim Ravindra & Associates, Chartered Accountants (FRN: 118775W), Ahmedabad were appointed under the provisions of Section 139,141 and 142 of the Companies Act, 2013 read with the rules, circulars and notifications thereto to hold office as Statutory Auditors of the Company for the consecutive period of five years term commencing from the conclusion of the last 37th Annual General Meeting of the Company till the conclusion of the 42nd Annual General Meeting for the Financial year 2026-27 to be held in the calendar year 2027 at the remuneration as fixed between the Board of directors and the Statutory Auditors of the Company. The Company has received a declaration from the Statutory Auditors that they are eligible to be appointed as the Statutory Auditors of the Company from the conclusion of the ensuing 38th Annual General Meeting till the conclusion of the next 39th Annual General Meeting of the Company for the Financial year 2023-24 that they are not disqualified under Section 140 and 141 of the Companies Act, 2013.The Board recommend to the members to approve the Statutory Auditors Independent Audit Report on the financial Statements along with the notes on the accounts for the Financial year ended on 31st March, 2023 at this 38th Annual General Meeting.

• AUDIT QUALIFICATION:

The notes on financial statements referred to in the Auditors Report does not contain any qualification, reservation or adverse remarks and are self-explanatory and do not call for any further explanation/comment from the board.

• INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company had appointed M/s. P.P. Patel & Brothers, Chartered Accountants (FRN: 107743W). Himatnagar, as an Internal Auditors of the Company for the FY 2022-23.

• COST AUDITORS

The Company was not required to maintain cost records and appoint Cost Auditor as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

• REPORTING OF FRAUDS BY THE AUDITOR:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Act and Rules framed thereunder.

• EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013, the Extract of Annual Return in form MGT-7 has been placed on the Companys website at http://www.mehtaintegratedfinance.com

• DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

• SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company had appointed M/s. Rohit Bajpai & Associates, Practicing Company Secretaries (CP No. 6559) as Secretarial Auditors to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2022-23 is annexed, which forms part of this report as Annexure-B. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company had appointed Mr. Rohit Bajpai & Associates, Practicing Company Secretaries (CP No. 6559) as Secretarial Auditors to undertake the Secretarial Audit of the Company for the financial year 2023-24.

• MANAGEMENT DISCUSSION AND ANALYSIS:

The report on Management Discussion and Analysis is annexed to this Report as Annexure-C.

• BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report as stipulated under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the FY ended 31st March, 2023.

• SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY:

We are continuously striving to promote better and more effective sustainability policy and practices. In order to ensure transparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts through technology innovation and effective communication and transparency. Further, the Company considers CSR as part of its activity and believes that it is imperative for the growth of the country and company. The company is not required to constitute Corporate Social Responsibility Committee of Board under Section 135(1) of Companies Act, 2013.

• NUMBER OF BOARD MEETINGS:

The Board of Directors met 7 (Seven) times during the Financial Year 2022-23 are given below :

Sr. No. Date Directors Present
1. 03/05/2022 5
2. 27/05/2022 6
3. 13/08/2022 6
4. 03/09/2022 6
5. 11/11/2022 6
6. 10/02/2023 6
7. 30/03/2023 6

The Composition of the board and details of attendance of the members at the board meetings during the Financial Year 2022-23 are given below:

Sr. No. Name of Director

Board Meetings

Held Attended
1. Bhavna D. Mehta 7 7
2. Chirag D. Mehta 7 7
3. Manish Amin*** 7 7
4. Dhananjay J. Chokshi 7 7
5. Ramniklal D. Sojitra 7 7
6. Vishwesh D. Mehta** 6 6

** Mr. Vishwesh Darshan Mehta was appointed as Additional Director of the Company w.e.f. 03.05.2022 and regularized his appointment at the last 37th Annual General Meeting of the Company by the members of the Company.

*** Mr. Manish Amin Retired as Independent Director on completion of his five years term on 27.07.2023.

• NUMBER OF AUDIT COMMITTEE MEETINGS:

During the year under review Audit Committee met 5 (five) times on the dates as follows:

Sr. No. Date Members Present
1 27/05/2022 3
2 13/08/2022 3
3 03/09/2022 3
4 11/11/2022 3
5 10/02/2023 3

The Composition of the Audit Committee and details of attendance of the members at the committee meetings during the year are given below:

Sr. No. Name Category

No. of Meetings during the year

Held Attended
1. Ramniklal D. Sojitra Chairperson, Independent Director 5 5
2. Bhavna D. Mehta Non-Executive Director 5 5
3. Manish Amin** Independent Director 5 5

** Mr. Manish Amin Retired as Independent Director on completion of his five years term on 27.07.2023. Accordingly. The ceased to be a member of the Audit Committee of the Board w.e.f. 27.07.2023.

• The Audit Committee is duly constituted in accordance with the requirements of Companies Act, 2013 and SEBI (LODR) 2015. The Company Secretary of the Company acts as Secretary of the Committee.

NUMBER OF NOMINATION AND REMUNERATION COMMITTEE MEETINGS:

As there were Appointments and Re-appointments/Resignations of Directors / Key Managerial Personnel during the year under review, there was requirement to conduct Nomination and Remuneration Committee Meetings and hence the meetings of the Nomination and Remuneration Committee were held to decide qualified persons and recommended the appointment of Director / Key Managerial Personnel of the Company.

NUMBER OF NOMINATION & REMUNERATION COMMITTEE MEETINGS:

During the year under review, Nomination & Remuneration Committee met 3(Three) times on the dates as follows:

Sr. No. Date Members Present
1. 03/05/2022 3
2. 03/09/2022 3
3. 30/03/2023 3

The Composition of the Nomination & Remuneration Committee and details of attendance of the members at the Committee Meetings during the year are given below:

Sr. No. Name Category

No. of Meetings during the year

Held Attended
1. Manish Amin • ** Chairperson, Independent Director 3 3
2. Bhavna D. Mehta Non-Executive Director 3 3
3. Ramniklal D. Sojitra Independent Director 3 3

** Mr. Manish Amin Retired as Independent Director on completion of his five years term on 27.07.2023.

Accordingly, he ceased to be a Chairperson of the Nomination and Remuneration Committee of the Board w.e.f. 27.07.2023.

The Nomination & Remuneration Committee is duly constituted in accordance with the requirements of Companies Act, 2013 and SEBI (LODR) 2015.The Company Secretary of the Company acts as Secretary of the Committee,

• NUMBER OF STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS:

During the year under review Stakeholders Relationship Committee met 4 (Four) times on the dates as follows:

Sr. No. Date Members present
1 27/05/2022 3
2 13/08/2022 3
3 11/11/2022 3
4 10/02/2023 3

The composition of the Stakeholders Relationship Committee and details of meetings attended by the members are given below:

Sr. No. Name Category

No. of Meetings during the year

Held Attended
1. Manish Amin** Chairperson, Independent Director 4 4
2. Bhavna D. Mehta Non-Executive Director 4 4
3. Ramniklal D. Sojitra Independent Director 4 4

** Mr. Manish Amin Retired as Independent Director on completion of his five years term on 27.07.2023.

Accordingly, he ceased to be a member of the Stakeholders Relationship Committee of the Board w.e.f. 27.07.2023.

The Stakeholder & Relationship Committee is duly constituted in accordance with the requirements of Companies Act, 2013 and SEBI (LODR) 2015.The Company Secretary of the Company acts as Secretary of the Committee.

• INDEPENDENT DIRECTORS MEETING:

The Independent Directors met on 30.03.2023 without the attendance of Non-Independent Directors and Members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-

Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

• BOARD EVALUATION:

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairperson of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

• POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Companys policy on Directors appointment and remuneration and other matters provided in section 178(3) of the Companies Act, 2013 is available on the website of the Company at http://mehtaintegratedfinance.com/

• VIGIL MECHANISM:

Pursuant to Section 177(9) of the Act, a vigil mechanism has been established for Directors and employees to report to the management, instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The said policy is uploaded on the website of the Company at http://mehtaintegratedfinance.com/

• INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which form part of this report.

• RISK MANAGEMENT:

The Company is not statutorily required to form risk management committee. However, the Audit Committee of the Company evaluates the risk management system regularly.

• COMMITTEES OF BOARD:

Details of various committees constituted by the Board of Directors as per the provisions of applicable sections and provisions of Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 are given in this report and forms part of this report. Mr. Manish Amin, Independent Director and Chairperson /Member retired on 27.07.2023, as a result of which, the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee of the Board were re-constituted with effect from 28.07.2023 by appointing Mr. Dhananjay J. Chokshi as member of the above three committees in place of Mr. Manish Amin, Chairperson /Member retired on  27.07.2023.

• PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186:

During the year under review, your Company has not made any Loans and advances in the nature of loans to Subsidiaries or to Firms/Companies in which directors are interested. Hence disclosure pursuant to Regulation 34(3) read with Part A of Schedule V of the Listing Regulation is not required. It has also not given any Guarantees or made Investments in excess of the limits within the meaning of Section 186of the Companies Act, 2013.

• STATEMENT ON DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, there has been no change in the circumstances which may affect their status as Independent Director during the year.

• DEPOSITS:

During the year under review, your Company has not accepted any fixed deposits within the meaning of the provisions of Chapter V - Acceptance of Deposits by Companies read with rules thereto.

• SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There were no significant and material orders passed by the regulators or courts or tribunals which would impact the going concern status of the Company and the Companys future operations.

• DEMATERIALISATION OF SHARES:

To provide best services to the shareholders and investors, Companys equity shares are made available for dematerialization in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL).

SEBI has recently mandated furnishing of Permanent Account Number (PAN), KYC details (i.e. Postal Address with pin code, email address, mobile number, bank account details) and nomination details by holders of securities. Effective from January 01, 2022, any service requests or complaints received from the Member will not be processed by RTA till the aforesaid details/documents are provided to RTA. On or after April 01, 2023, in case any of the above cited documents/details are not available in the Folio(s), RTA shall be constrained to freeze such Folio(s)

• DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a) that in preparation of the annual financial statements for the financial year ended on 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;

b) that such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the Profit 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 Companies Act, 2013 for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that the proper internal financial controls were in place and that financial controls were adequate and were operating effectively;

f) that proper systems to ensure compliance with the provisions of all applicable laws were in place were adequate and operating effectively;

• 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 are provided in separate annexure forming part of this Report as Annexure -D.

None of the employees of the Company are in receipt of remuneration in excess of the limits which are required to be disclosed by way of statement under 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. The statement containing particulars of such employees is therefore not required to be furnished.

• CORPORATE GOVERNANCE:

The new Listing Regulations has provided exemption under regulation 15(2)(a) from applicability of Corporate Governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and para C,D and E of Schedule V in respect of listed entities having paid-up Equity share Capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crores as on the last day of the previous financial year.

Your Company falls under the exemption criteria as laid down under Regulation 15(2) (a) and therefore, not required mandatorily to comply with the said regulations. The Company therefore is not required to make disclosures in Corporate Governance Report as specified in Para C of Schedule V to the Listing Regulations. However, pursuant to Regulation 15(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, notwithstanding sub-regulation (2) of regulation 15, the provisions of Companies Act, 2013 shall continue to apply, wherever applicable. The certificate as required under Schedule V (E) of the Listing Regulations, regarding compliance of conditions of Corporate Governance is annexed to this report as Annexure-E.

• DEMAT SUSPENSE ACCOUNT:

There are no shares in Demat Suspense/Unclaimed Suspense Account.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

No complaint has been brought to the notice of the Management during the year ended 31stMarch, 2023.

• FINANCIAL YEAR ALIGNED WITH THE REQUIREMENTS OF COMPANIES ACT, 2013:

The Company has aligned the period of financial year to commence from 1st April and end on 31st March every year in compliance with the requirement of section 2(41) of the Companies Act, 2013.

• ACKNOWLEDGEMENT:

The Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Companys affairs.

The Directors also take this opportunity to thank all the Stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued support.

Place: Ahmedabad

For and on behalf of the Board of Directors,

Date: 02nd September 2023

Mehta Integrated Finance Limited

Mrs. Bhavna D. Mehta Mr. Chirag D. Mehta
Director Whole-time Director
(DIN: 01590958) (DIN: 00484709)