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Achyut Healthcare Ltd Directors Report

50
(-3.62%)
Jul 12, 2024|03:40:00 PM

Achyut Healthcare Ltd Share Price directors Report

To

The Members,

ACHYUT HEALTHCARE LIMITED

Your Directors are pleased to present 28th Annual Report and the companys audited financial statement for the financial year ended March 31, 2023.

FINANCIAL RESULTS: The Companys financial performance for the year ended March 31, 2023 is summarized below:

(Rs. In Lakhs)

Particulars Year ended on 31st March 2023 Year ended on 31st March 2022
Revenue from Operations 269.55 404.93
Other Income 59.17 14.44
Total Revenue 328.73 419.38
Provision for Depreciation 0.64 0.53
Profit /(Loss) before Exceptional Item & Tax 30.95 10.05
Add: Exceptional Items - -
Profit/(Loss) Before Tax 30.95 10.05
Less: Provision for Tax 7.86 2.65
Add: Deffered Tax (Assets)/liabilities (0.02) 3.37
Net Profit/(Loss) after Tax 23.12 4.03
Net Profit/(Loss) carried to Balance Sheet 23.12 4.03
Earnings Per Share Basic: 0.31 0.15
Diluted:

YEAR UNDER REVIEW :

During the year under review, the Company has achieved revenue from operations to the tune of Rs.328.73 against Rs. 419.38 in the previous year. The Net Profit of the year is Rs. 23.12 for the current year as against the Net Profit of Rs. 4.03 of the previous year. Further Board of Directors will also ensure you for more better performance and good result in the near future of the Company.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013 Rs. 23.12/- has been transferred to General Reserve during the year.

DIVIDEND

The Board of Directors do not recommend any dividend for the year under review due to retain the profit for business Growth.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year, there was no change in the nature of business of the Company and it continues to concentrate on its own business.

LISTING OF EQUITY SHARES- PREFERENTIAL ISSUE

During the year the Shareholders in their Extra Ordinary General Meeting held on Thursday, December 22, 2022, has approved the proposal for raising of funds by issue and allotted 26,04,000 (Twenty Six Lacs Four Thousand) fully paid-up equity shares of the Company at a price of Rs. 20/- per equity shares with Face Value of Rs. 10/- each to Promoter Group and Non-Promoter Group on preferential basis to mobilize funds for funding current/future expansion plans/activities of the Company, its working capital and general corporate purposes.

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 have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

EXPLANATION OR COMMENTS ON DISQUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS OR DISCLAIMERS IN THE AUDITORS REPORTS

There have been no disqualifications, reservations, adverse remarks or disclaimers in the auditors reports, requiring explanation or comments by the Board.

REPORTING OF FRAUDS

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 Act and Rules framed thereunder.

INSURANCE

The Company has taken adequate insurance to cover the risks to its employees, workers plants and machineries, buildings and other assets, profit and third parties.

RISK MANAGEMENT

Risk management is embedded in your companys operating framework. Your company believes that managing risk helps in maximizing returns. The companys approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:

> Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company proactively manages these risks through forward booking, Inventory management and proactive vendor development practices. The Companys reputation for quality, product differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigation the impact the impact of price risk on finished goods.

> Regulatory Risks

The company is exposed to risks attached to various statues and regulations including the company Act. The company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

> Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The company has initialed various measures including rolling out strategic talent management system, training and integration of learning and development activities.

> Strategic Risks

Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the company. However, the company has well-defined processes and procedures for obtaining approvals for investments in new business and capacity expansion etc.

INTERNAL FINANCIAL CONTROL:

The Company has a good system of internal controls in all spheres of its activity. The internal control system is supplemented by effective internal audit being carried out by an external firm of Chartered Accountants. The Audit committee regularly reviews the findings of the internal auditors and effective steps to implement the suggestion / observation of the Auditors are taken and monitored regularly. In the opinion of the Board, an effective internal control system adequate to the size of the Company exists.

DEPOSITS:

Your Company has not accepted any deposits which fall under Chapter V and Section 73 to Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Particulars of loans given, investments made, guarantees and securities provided under section 186 of the Companies Act, 2013 are provided in the notes of Standalone Financial Statement.(Please refer to Note 4 and 5 to financial statement).

SUBSIDIARIES/ Joint Venture/ Associate Companies:

Company has no subsidiary/joint ventures/associate companies. As there are no subsidiaries, associates and joint ventures companies, no consolidated financial statements required to be given.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or reenactments) for the time being in force), the Directors of our Company confirm that:

i) In the preparation of the annual accounts for the financial year ended 31st March 2023, the applicable accounting standards had been followed and that there are no material departures;

ii) 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 / loss of the Company for the year under review;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) 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 system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company. However, the Company is in compliance to the extent of applicable sections of Companies Act, 2013 with regard to Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITIES:

As the Companys net worth, turnover or net profits are below the limit prescribed under section 135 of the Companies Act 2013 and hence CSR is not applicable to your Company.

RELATED PARTIES TRANSACTIONS

All the related party transactions are being entered on arms length basis, in ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and relevant Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.

All the related party transactions are presented to the Audit Committee and the Board. Omnibus approval has been obtained from Audit Committee, Board of Directors and members for the transactions with the related parties.

Moreover your Directors draw your attention to Note to the financial statement which sets out related party disclosures.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Particulars of the contracts or arrangement with related parties referred into Section 188 (1) of the Companies Act, 2013, in prescribed Form AOC -2 is attached as "Annexure - C.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Akshit M. Raycha (DIN: 03039859), Non-Executive & Non independent director, will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Pursuant to Regulation 17 of SEBI (LODR) Regulations, 2015, details of Directors retiring by rotation is provided under explanatory statement of the Notice of the Annual General Meeting.

All Independent Directors (IDs) have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Parag Sandipkumar Dave, has resigned as Company Secretary and Compliance Officer of the Company w.e.f. November 12, 2022 and Ms. Drashti Arvindbhai Unadkat has been appointed as a Company Secretary and Compliance Officer of the Company w.e.f April 14, 2023.

ANNUAL RETURN:

As per Section 92(3) of Companies Act, 2013, the draft copy of Annual Return of company in form MGT - 7 has been uploaded on the website of Company and web link of the same is www.achyuthealthcare.com Return-2023.pdf.

COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES:

The Board of Directors has an optimum combination of Executive and Non-Executive Directors and Independent directors in accordance with the provisions of the Act. The composition of the Board of Directors of the company as on 31st March, 2023 is as under:

Sl. No. Name Designation Executive/ Non Executive
1. Mr. Jigen J. Modi Managing Director/CFO Executive
2. Mr. Mahendra C. Raycha Chairman Non-Executive
3. Mrs. Amisha J. Modi Director Executive
4. Mr. Akshit M. Raych Director Non Executive
5. Mr. Rutvik S. Thakkar Independent Director Non Executive
6. Ms. Sonu L. Jain Independent Director Non Executive

NUMBER OF BOARD MEETINGS/COMMITTEE/SHAREHOLDERS MEETINGS CONDUCTED DURING THE YEAR:

During the year ended March 31, 2023, the Board met 11 times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the "Act"). Required quorum was present throughout each meeting as per the requirement of the said Act, the details of Board meetings are given below;

Sr. No. Date of Board Meeting Mr. Jigen J. Modi Mr. Mahendra C. Raycha Mrs. Amish J. Modi Mr. Akshit M. Raycha Mr. Rutvik Thakkar Ms. Sonu L. Jain
1 26.05.2022 YES YES YES YES YES YES
2 03.09.2022 YES YES YES YES YES YES
3 12.11.2022 YES YES YES YES YES YES
4. 21.11.2022 YES YES YES YES YES YES
5. 05.01.2023 YES YES YES YES YES YES
6. 18.03.2023 YES YES YES YES YES YES

AUDIT COMMITTEE:

During the year the company has reconstituted its Audit Committee. The Committee comprises of 3 Directors, out of which 2 are Independent Directors and one is Non-Executive Director. Mr. Parag Dave, Company Secretary of the Company acted as a Secretary of the Committee upto November 12, 2022. All the Members of the Audit Committee have Financial, Accounting and Management expertise. The board of directors has accepted all recommendations of the Audit Committee during the year.

The Composition of Committee is as under::

Sl. No. Name Designation Position in Committee
01 Mr. Rutvik S. Thakkar Non- Executive Independent Director Chairman
02 Ms. Sonu L. Jain Non- Executive Independent Director Member
03 Mr. Akshit M. Raycha Non Executive Director Member

The composition of committee inter alia meets with the requirement of Regulation 18 of the Securities and Exchange Board of India (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013.

The details of composition of Audit Committee are as follows:

Name of the Directors Designation Category Number of meetings held Number of meetings members entitled to held Number of meeting attended
Mr. Rutvik S. Thakkar Chairperson Non- Executive Independent Director 05 05 05
Ms. Sonu L. Jain Member Non- Executive Independent Director 05 05 05
Mr. Akshit M. Raycha Member Non Executive Director 05 05 05

Presence of Chairman of the Audit Committee:

Mr. Rutvik S. Thakkar, Chairman of the Audit Committee was present in the Annual General Meeting held on September 29, 2022. The necessary quorum was present for all the meetings.

> Meetings:

During the Financial Year 2022-23, the Members of Audit Committee met 5 (Five) times viz. on May 26, 2022, September 3, 2022, November 12, 2022, November 21, 2022 and January 05, 2023.

A. Powers of Audit Committee

The Audit Committee shall have the following powers:

To investigate any activity within its terms of reference;

To seek information from any employee;

To obtain outside legal or other professional advice; and

To secure attendance of outsiders with relevant expertise, if it considers necessary

B. Role of the Audit Committee

The role of the audit committee shall include the following:

1. Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions; and

g. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Monitoring the end use of funds raised through public offers and related matters;

8. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

9. Approval of any subsequent modification of transactions of the company with related parties; Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2 (zc) of the SEBI Listing Regulations and/or the Accounting Standards.

10. Scrutiny of inter-corporate loans and investments;

11. Valuation of undertakings or assets of the company, wherever it is necessary;

12. Evaluation of internal financial controls and risk management systems;

13. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

14. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

15. Discussion with internal auditors of any significant findings and follow up there on;

16. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

17. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

18. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

19. Reviewing the functioning of the whistle blower mechanism;

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee; and

22. Reviewing the utilization of loans and/or advances from/investments by the holding company in the subsidiary exceeding rupees hundred crores or 100% of the asset size of the subsidiary, whichever is lower including existing loans / advances/ investments, as may be applicable.

23. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

Further, the Audit Committee shall mandatorily review the following information:

• Management discussion and analysis of financial condition and results of operations;

• Statement of significant related party transactions (as defined by the audit committee), submitted by management;

• Management letters / letters of internal control weaknesses issued by the statutory auditors;

• Internal audit reports relating to internal control weaknesses; and

• Appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

• statement of deviations:

a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations.

b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) the SEBI Listing Regulations.

NOMINATION AND REMUNERATION COMMITTEE

The scope and function of the Nomination and Remuneration Committee is in accordance with Regulation 19 of Securities and Exchange Board of India (LODR) Regulations, 2015 read with Section 178 of the Companies Act, 2013 and the terms of reference, powers and role of our Nomination and Remuneration Committee are as follows:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a) use the services of an external agencies, if required;

b) consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) consider the time commitments of the candidates.

3. formulation of criteria for evaluation of performance of independent directors and the board of directors;

4. devising a policy on diversity of board of directors;

5. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;

6. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

7. recommend to the board, all remuneration, in whatever form, payable to senior management;

8. framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including:

• the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992or the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 to the extent each is applicable; or

• the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003;

9. evaluating the performance of the independent directors and on the basis of their performance evaluation recommending the Board of Directors and the members of the Company to extend or continue the term of appointment of the independent director; and performing such other activities as may be delegated by the Board of Directors and/or are statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee.

10. The remuneration has been paid as approved by the Board, in accordance with the approval of the Shareholders and within the overall ceiling prescribed under Section 197 and 198 of the Companies Act, 2013. The Committee comprises of 3 Directors all the Directors of the Committee are Non-executive Director. Mr. Parag Dave, Company Secretary of the Company acted as a Secretary of the Committee up to November 12, 2022.

The Composition of Committee is as under:

Sl. No. Name Designation Position in Committee
01 Ms. Sonu L. Jain Independent Director Chairman
02 Mr. Rutvik S. Thakkar Independent Director Member
03 Mr. Akshit M. Raycha Non-Executive Director Member

The details of composition of Nomination and Remuneration Committee are as follows:

Name of the Directors Designation Category Number of meetings held Number of meetings members entitled to held Number of meetings attended
Ms. Sonu L. Jain Chairperson Independent Director 01 01 01
Mr. Rutvik S. Thakkar Member Independent Director 01 01 01
Mr. Akshit M. Raycha Member Non-Executive Director 01 01 01

Meetings:

During the Financial Year 2022-23, the Members of Nomination and Remuneration Committee met 1 (One) time on March 18, 2023.The necessary quorum was present for all the meetings.

Policy on Directors Appointment & Remuneration

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is accessible on the Companys official website at www.achyuthealthcare.com.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The scope and function of the Stakeholders Relationship Committee is in accordance with Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations and the terms of reference, powers and scope of the Stakeholders Relationship Committee of our Company include:

Sl. No. Name Designation Position in Committee
01 Mr. Akshit M. Raycha Non-Executive Director Chairman
02 Mrs. Amisha J. Modi Executive Director Member
03 Mr. Jigen J. Modi Executive Director Member

Basic Responsibilities of the Committee:

> Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipts of annual reports, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;

> Review of measures taken for effective exercise of voting rights of by shareholders;

> Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar and Share Transfer Agent;

> Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipts of dividend warrants/ annual reports/ statutory notices by the shareholders of the Company; and

> Carrying out any other function as prescribed under the SEBI Listing Regulations as and when amended from time to time.

The details of composition of Stakeholders Relationship Committee are as follows:

Sr.No. Name of the Directors Designation Category Number of meetings held Number of meetings members entitled to held Number of meetings attended
1. Mr. Akshit M. Raycha Chairman Non-Executive Director 01 01 01
2. Mrs. Amisha J. Modi Member Executive Director 01 01 01
3. Mr. Jigen J. Modi Member Executive Director 01 01 01

> Meetings:

During the Financial Year 2022-23, the Members of Stakeholders Relationship Committee met 1 (One) times on May 26, 2022.

Number of complaints received Number of complains pending Number of complains resolved
2 0 2

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committee.

Various aspects of the Boards functioning were evaluated 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.

SHAREHOLDERS MEETING:

Sr. No. General Meeting Date Business Transaction in the Meeting Type of Meeting
1. 29.09.2022 1. To receive, consider, approve and adopt the Financial Statement of Accounts including Audited Balance Sheet as at 31/3/2022 and the statement of Profit & Loss for the year ended on that date and the Report of the Board of Directors and Auditors thereon. AGM
2. To re-appoint a Mrs. Amisha J. Modi (DIN: 03355565), who retires by rotation and being eligible offers herself for re-appointment.
3. To appoint Messrs. Doshi Doshi & Co., Chartered Accountants (Firm Regn. No. 153683W), as a Statutory Auditor of the Company and to fix their remuneration.
4. Approval of the Material Related Party Transactions with Zenith Healthcare Limited.
2. 22.12.2022 1. To Consider And Approve Increase In Authorised Share Capital Of The Company And Subsequent Alteration Of The Capital Clause Of The Memorandum Of association EGM
2. To Issue Equity Shares On Preferential Basis in one or more tranches, upto 26,04,000 (Twenty Six Lacs Four Thousands) fully paid up equity share of the Company having face value of Rs.10/- ( Rupees Ten Only) ("Equity Share") each at an issue price of Rs.20/- per share including premium of Rs.10/- (Rupees Ten Only) per share

STATEMENT OF DECLARATION BY AN INDEPENDENT DIRECTOR(S)

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and sub-regulation (8) of Regulation of 25 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

REMUNERATION TO DIRECTORS:

i) REMUNERATION OF MANAGING DIRECTORS/DIRECTORS/KEY MANAGERIAL PERSONNEL

(Rs. In Lakhs)

Sl. No. Particulars of Remuneration Managing Director/CFO Key Managerial Personnel
Mr. Jigen J. Modi Mr. Parag Dave- Company Secretary*
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 1.81 1.32
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 -
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 -
2 Stock Option -
3 Sweat Equity -
4 Commission -
-as % of Profit -
-Other (Specify) -
5 Others Please specify -
Total (A) 1.81 1.32
Ceiling as per the Act

DISCLOSURE FOR UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT

Pursuant to the provisions Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, utilization of funds raised through preferential allotment has been is annexed herewith as Annexure-B.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The Audit committee reviews the functioning of the Whistle Blower mechanism on a quarterly basis. Due to changes in SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or policy.

CHANGE IN SHARE CAPITAL

During the year under review, the authorized share capital of ? 9,00,00,000 divided into 9,00,000 Equity Shares of ?10 each was increased to ? 15,00,00,000 divided into 1,50,00,000 Equity Shares of ? 10 each pursuant to resolution of shareholders passed at the Extraordinary General Meeting held on 22th December, 2022.

Further the paid up Share Capital of the Company has increased as per details mentioned below since incorporation:

Sr. No. Date of Allotment Nature of allotment No. of Equity Shares allotted Cumulative No. of Equity Shares
1. 11.01.1996 Subscription of MOA at Incorporation 20 20
2. 05.01.2000 Further Allotment 249980 250000
3. 24.09.2021 Preferential Share 2076600 2326600
4. 30.09.2021 Bonus Issue 2093940 4420540
5. 14.10.2021 Preferential Share 520460 4941000
6. 25.03.2022 IPO 1800000 6741000
7. 05.01.2023 Preferential Issue 2604000 9345000

BONUS SHARES

During the year under review, the Board of Directors of the Company has considered and recommended issue of 46,72,500 Equity Shares of Rs.10/- (Rupee Ten only) each as Bonus Shares in the ratio of 1:2 i.e 1 (One) New Equity Shares for every 2 (Two) existing Equity Shares on 18th March, 2023. The said shares are now listed with the Stock Exchange i.e.,s BSE Limited, effective from Thursday, May 11, 2023

RECONCILIATION OF SHARE CAPITAL AUDIT:

As stipulated by the SEBI, a qualified Practicing Company Secretary carries out the Reconciliation of Share Capital Audit to reconcile the total admitted share capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and total Issued and Paid-Up Share Capital of the Company. This audit is carried out every quarter. The audit, inter alia, confirms that the Listed and Paid-Up Share Capital of the Company is in agreement with the aggregate of the total number of shares in dematerialized form held with NSDL and CDSL.

SECRETARIAL AUDITOR:

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of your Company has appointed M/s. Kamlesh M. Shah & Co., Practicing Company Secretaries, Ahmedabad as a Secretarial Auditor to conduct an Audit of secretarial records and compliances, for the financial year ending on March 31, 2023.

The Secretarial Audit Report for the financial year ended on March 31, 2023 is annexed herewith as Annexure-E to this report and the same does not contain any qualification, reservation or adverse remarks.

AUDITORS AND AUDITORS REPORT:

M/s. Doshi Doshi & Co., Chartered Accountants, Ahmedabad (FRN: 153683W) are appointed as statutory auditors of the Company.

There are no specific qualifications, reservation or adverse remark or disclaimer made by the statutory auditors in their auditors report.

The Company has already received a certificate from M/s. Doshi Doshi & Co., Chartered Accountants confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of the Listing Regulations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company believes that a strong internal control framework is necessary for business efficiency, management effectiveness and safeguarding assets. The Company has a well-defined internal control system in place, which is designed to provide reasonable assurance related to operation and financial control. The Management of the Company is responsible for ensuring that Internal Financial Control has been laid down in the Company and that controls are adequate and operating adequately.

The audit scope, reporting framework is defined in charter of the Internal Audit, which is approved by the Audit Committee of the Board of Directors. The Internal Auditors evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all the locations of the Company. Based on the report of the Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are placed before the Audit Committee of the Board. The Internal Audit also continuously evaluates the various processes being followed by the Company and suggests value addition, to strengthen such processes and make them more effective.

A STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under. Your Company has constituted an Internal Complaints Committee to handle all clearing and forwarding Agency where our employees are working and Manufacturing site.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a. number of complaints filed during the financial year : Nil

b. number of complaints disposed of during the financial year : Nil

c. number of complaints pending as on end of the financial year : Nil

PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES:

The Company has no employee drawing the remuneration of Rs.5 Lacs p.m or Rs.60 Lacs p.a.

However the information required pursuant to Section 197 read with Rule, 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, has been provided in Annexure-D.

In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Secretarial Department at the Regd. Office of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

Share Transfer System

Share transfers are registered and returned within a period of 15 days from the date of receipt, provided documents are correct and valid in all respect. Thereby the average time taken in transfer of shares is 15 days. The depositories directly transfer the dematerialized shares to the beneficiaries.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

(A) CONSERVATION OF ENERGY:

The Company has been continuously making efforts to reduce energy consumption. The management is striving to achieve cost reduction by economical usage of energy.

(i) The steps taken or impact on conservation of energy:

The Company has been continuously making efforts to reduce energy consumption and the management is striving to achieve cost reduction by economical usage of energy.

(ii) The steps taken by the company for utilising alternate source of energy:

As the Company needs only minimum level of energy, it has not looked in to an alternative source of energy.

(iii) The capital investment on energy conservation equipment:

The Company has not made any capital investment as it is not required at this stage.

(B) TECHNOLOGY ABSORPTION:

The Company is not utilizing any alternate source of energy.

(C) FOREIGN EXCHANGE EARNINGS AND OUT GO:

Description Rs. In Lakhs
Foreign Exchange Earned
Sale of Finished Goods 103.76
Services -
Total 103.76
Foreign Exchange Outgo
Foreign Travelling Expenses -
Inspection & Product Registration Fees -
Others of USD -
Total 103.76

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time is not applicable to your company hence, your Company is not required to maintain cost records.

Applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016:

The Company has not made any application nor any proceeding under the Insolvency and Bankruptcy Code, 2016 is pending, hence this disclosure is not applicable to the Company.

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

During the year under review, the Company has not any obligations towards any Banks or Financial Institutions, hence this disclosure is not applicable to the Company.

Acknowledgment:

Your Directors wish to place on record their deep sense of gratitude to Banks for their continued support and cooperation. Our sincere thanks are also due to our esteemed customers, suppliers and finally to employees of the Company for their untiring efforts and commitment to their duties.

By Order of the Board By Order of the Board
Place: Ahmedabad For, Achyut Healthcare Ltd. For, Achyut Healthcare Ltd
Date: August 28, 2023 Sd/- Sd/-
Jigen J. Modi Amisha J. Modi
Managing Director Director
DIN 03355555 DIN 03355565

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