To
The Members,
The Board hereby presents the 31st Annual Report along with Audited
Statements of Accounts for the Financial Year ended March 31, 2023.
FINANCIAL SUMMARY
|
|
Amount In Lakhs |
| Particulars |
2022-23 |
2021-22 |
| Income: |
|
|
| Revenue from operations |
1327.33 |
962.61 |
| Other Income |
1236.94 |
166.74 |
| Total Revenue (I) |
1451.27 |
1129.35 |
| Expenses: |
|
|
| Cost of Goods Sold |
922.98 |
692.22 |
| Employee benefit expense |
90.19 |
87.76 |
| Other expenses |
264.10 |
264.68 |
| Total (II) |
1277.27 |
1044.66 |
| Earning/(loss) before i terest, tax, depreciation and amortization (EBITDA) (I) -
(II) |
174.00 |
84.69 |
| Depreciation and amortization expense |
62.18 |
52.42 |
| Finance cost |
0.13 |
8.51 |
| Profit for the year |
111.69 |
23.76 |
| Current tax |
19.65 |
3.75 |
| Deferred tax |
(66.16) |
27.37 |
| Profit after tax |
158.20 |
(7.36) |
| Total co prehensive income for the year |
151.68 |
(1.39) |
| Net Worth |
2143.27 |
1395.06 |
DIVIDE D
In view of further expansion, directors do not recommend any dividend on equity shares
for the year ended on 31st March, 2023.
TRANSFER TO RESERVES
The closing balance of the retain d earnings of the Company for Financial year 2022-2023,
after all appropriation and adju ustments was Rs. 151.68 Lakhs.
OPERATIONS
The Company has a team of experienced Marketing Representatives for Over the
Counter & Ethical marketing in Maharashtra & Gujarat. The Company is also a
registered member of various online portals to generate leads. The Company is manufacturing
Oil, Shampoo, Ointment and Toothpaste.
CORPORATE GOVERNANCE
As per SEBI Listing Regulations, corporate governance report with auditors certificate
thereon and management discussion and analysis are attached, which forms part of this
report.
PERFORMANCE
The turnover of the Company for the year under review is Rs. 1327.33 Lakhs as against
Rs. 962.61 Lakhs in the previous year. Your Directors are hopeful to improve the growth
rate in turnover and profitability in current year.
Net Profit before tax for the year under review is Rs. 111.69 Lakhs as against Rs.
23.76 Lakhs in the previous year. Net Profit after tax and other provisions is at Rs.
158.20 Lakhs as against Net Loss of Rs. (7.36) Lakhs in the previous year.
FUTURE PROSPECTS
The Company is manufacturing toothpaste and other cosmetic products. The Company
is also exporting the products. The Company has also increased its focus on third party
manufacturing contracts and introduced new products as per market trends.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation was observed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, there has been no change in the management of the
Company. The Company has receive declarations from all the Independent Directors of the
Company confirming that they meet the criteria of independence as prescribed under the
Companies Act, 2013 and the Listing Agreement.
Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the
Board has carried out an annual performance evaluation of its own performance, and of the
directors individually, as well as the evaluation of its compliance committees. The manner
in which the evaluation has been carried out has been explained i detail in t e Corporate
Governance Report, which forms part of this Annual Report.
The following policies of the Company are annexed to this report:
1) Policy or selection of Directors and determining Directors independence (Annexure
I); and 2) Remuneration Policy for Directors, Key Managerial Personnel and other employees
(Annexure II).
SUBSIDIARIES, JOI T VENTURES AND ASSOCIATE COMPANIES
No Company has become or ceased to be a subsidiary, joint venture or associate during
the financial year 2022-23.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state that: a) In t e preparation of the annual accounts for the
ye ear ended March 31, 2023, the applicable accounting standards have been followed along
with proper explanation relating to material departures;
b) They 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 as at March 31, 2023 and of the Profit and Loss of
the Company for the year ended on that date;
c) They have taken proper and sufficient care 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) They have prepared the annual accounts on a going concern basis;
e) They have laid own internal financial controls to be followed by the company
and that such internal financial controls are adequate and are operating effectively; and
f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and hat such systems are adequate and operating effectively.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arran ements / transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arms length
basis. Directors draw attention of the members to note no. 34 to the financial statement
which sets out related party disclosures.
AUDITORS & AUDITORS REPORT
Board of Directors have appointed M/s. Jayesh R. Shah & Co., Chartered Accountants
in the Annual General eeting held on September 30, 2022 for a period of five years
to hold office till the conclusion of the 35th Annual General Meeting of the
Company. They have confirmed their eligibility and they are not disqualified
for appointment.
The Notes on financial statement referred to in the Auditors Report are self-explanatory
and do not call for any further comments. The Auditors Report does not contain any
qualification, reservation or adverse remark.
SECRETARIAL AUDITOR
The Board has appointed M/s. Nidhi Shah & Associates, Practising Company Secretary,
to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report
for the financial year ended March 31, 2023 is annexed herewith marked as Annexure III to
this Report. The Secretarial Audit Report does not ontain any qualification, eservation or
adverse remark.
DISCLOSURES
Audit Committee
The Audit Committee comprises of three Independent Directors namely Mr. Arvind M. Shah
(Chairman), Dr. Dharnendra B. Shah (Member) and Mr. Mitesh J. Kuvadia (Member). All the
recommendations made by the Audit Committee were accepted by the Board.
Vigil Mechanism
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in
terms of the Listing Agreement, comprises of senior executives of the Company. Protected
disclosures can be made by a whistle blower through an e-mail, or dedicated
telephone line or a letter to the Chairman of the Audit Committee.
Meetings of the Board
Seven meetings of th Board of Directors were held during the year. For further details,
please refer report on Corporate Governance of this Annual Report.
Particula s of Loans gi iven, Invest ents made, Guarantees given and Se urities prov
ded
Particulars of loans given, investments made, uarantees given and securities provided
are provided in the notes to the Financial Statements.
Conservation of Ener y, Technology Absorption and Foreign Exchange Earnings and Outgo
Energy c nservation continues to be an area of focus for Veerhealth Care. Initiatives
to integrate energy efficiency into overall operations a e undertaken through operational
practices and awareness is c eated amongst associates on energy conservation through
campaigns and events. The Company continues to use the latest technologies for
improving the productivity and quality of its services and products. The Companys
operations do not require significant import of technology. There was no technology
absorption and no foreign exchange e earnings or outgo, during the year under
review. The Company has not entered into any technology transfer agreement.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith marked as Annexure IV to
this Report.
Particula s of Employees and related disclosur s
Disclosures pertaining to remuneration and other details as required under
Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith marked as Annexure V
to this Report.
No disclosure or reporting is required in terms of the provisions of Section 197(12) of
the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as there are no employees drawing remuneration in
excess of the limits set out in the said rules.
Corporate Social Responsibility
The Company is not required to constitute Corporate Social Responsibility Committee in
terms of the provisions of Section 135 of the Co panies Act, 2013.
Material changes and commitments affecting financial position between the end of the
financial year and date of the report
There has been no material change es and commitment 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.
GENERAL
Your Dir ctors state that no disclosure or repor ing is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue f equity shares with differential rights as to dividend, voting or otherwise.
3. Issue f shares (including sweat equity shares) to employees of the Company under any
scheme.
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Companys operations in future.
Your Dir ctors further state that during the year under review, there were no cases
filed pursuant to the Sexual H rassment of Women at Workplace (Prevention, Prohibition and
Redressal) A t, 2013.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the financial institutions, banks, government
authorities and members during the year under review. Your Directors als wish to place on
record their deep sense of appreciation for the committed services by the Companys
executives, staff and workers.
|
By Order of the |
Board of Directors |
|
For Veerh |
ealth Care Limited |
|
Sd/- |
Sd/- |
|
Bhavin S. Shah |
Yogesh M. Shah |
| Place: M mbai |
Managing Director |
Director |
| Date: 14t hAugust, 2023 |
DIN: 03129574 |
DIN: 00169189 |
+91-9892691696
