Gian Lifecare Ltd Directors Report

To,

The Members,

GIAN LIFE CARE LIMITED.

Your Board of Directors ("Board") take pride in presenting their 6th Annual Report together with the Audited Financial Statements ("Financial Statements") for the Financial Year ended on March 31,2024 ("FY 2023-24" or "period under review").

The year 2023-24 has been remarkable with world economies recovering back strongly from the lows of COVID-19 Pandemic on improved vaccine coverage and ability of man-kind to raise up to challenges. The economic activity staged a smart comeback gradually moving towards prepandemic levels.

The summarized standalone and consolidated financial performance of your Company is as follows:

STANDALONE FINANCIAL HIGHLIGHTS

(Amount in Lakhs)

Particulars	For the Year ended 31st March, 2024	For the Year ended 31st March, 2023
Revenue from Operations	1311.98	1192.47
Other Income	63.93	69.23
Total Income	1375.91	1261.70
Profit before Interest, Depreciation and Taxes	682.17	270.88
Less: Depreciation and Amortization expenses	45.98	49.69
Less: Interest on borrowings (Finance cost)	45.00	42.51
Profit before tax and exceptional items	591.19	178.68
Less: Exceptional Item	-	-
Profit before Tax (PBT)	591.19	178.68
Tax Expenses:
Current Tax	161.32	54.30
Tax of previous year	-	-
Deferred Tax	0.32	(1.36)
Net Profit/(Loss) after tax (PAT)	429.55	125.74
Other Comprehensive Income/ (Loss)	(0.68)	(2.61)
Total Comprehensive Income/ (Loss)	430.23	128.35
Earnings per share (Basic & Diluted)	4.15	1.22
Paid Up Share Capital	10,34,15,240	10,34,15,240

CONSOLIDATED FINANCIAL HIGHLIGHTS

(Amount in Lakhs)

Particulars	For the Year ended 31st March, 2024	For the Year ended 31st March, 2023
Revenue from Operations	1312.01	1192.47
Other Income	66.84	69.23
Total Income	1378.85	1261.70
Profit before Interest, Depreciation and Taxes	674.21	251.49
Less: Depreciation and Amortization expenses	53.10	49.69
Less: Interest on borrowings (Finance cost)	46.36	42.51
Profit before tax and exceptional items	574.75	159.29
Less: Exceptional Item	-	-
Profit before Tax (PBT)	574.75	159.29
Tax Expenses:
Current Tax	161.32	54.30
Tax of previous year	-	-
Deferred Tax	(1.82)	(1.36)
Net Profit/(Loss) after tax (PAT)	415.25	106.35
Add:- Share of profit/ loss transferred to/ from minority interest	-	-
Other Comprehensive Income	(0.68)	(2.61)
Net Profit for the year (after adjustment for minority interest)	415.93	108.96
Earnings per share (Basic & Diluted)	4.02	1.03
Paid Up Share Capital	10,34,15,240	10,34,15,240

FINANCIAL HIGHLIGHTS AND OPERATION

The Company is engaged in the business of providing diagnostic and related healthcare tests and services in various cities connecting Kanpur and nearby areas. The Company provides a broad range of diagnostic and related healthcare tests and services such as patient diagnosis, prevention and wellness diagnosis services to its patients and healthcare providers. The Company is in process to open several diagnostics labs in various parts of the Company. Apart from the major lab in Kanpur, our major lab in Lucknow, Uttar Pradesh has also become completely operational w.e.f. April, 2022.

The Key highlights pertaining to the business of the Company for the financial year 2023-24 have been given hereunder: -

Standalone

• The Total Revenue from operations of the Company during the financial year 2023-24 was INR 1311.98 Lakhs

• The Net Profit before tax for the year under review was INR 591.19 Lakhs

• The Net Profit after tax for the year under review was INR 430.23 Lakhs

Consolidated

• The Total Revenue from operations of the Company during the financial year 2023-24 was INR 1312.01 Lakhs.

• The Net Profit before tax for the year under review was INR 574.75 Lakhs.

• The Net Profit after tax for the year under review was INR 415.93 Lakhs.

The consolidated financial statements of your Company for the Financial Year 2023-24, are prepared in compliance with applicable provisions of the Companies Act, 2013 (‘the Act"), Indian Accounting Standards ("Ind- AS") and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its Subsidiaries, as approved by their respective Board of Directors.

Your Company has complied with all the acts, rules, regulations and guidelines issued/prescribed by the Securities Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs and other statutory authorities subject to some delayed compliances due to some unavoidable reasons. The inter-corporate loans, investments and guarantees, given by the Company during the period under review, if any, were in the ordinary course of business and at arms length. The Financial Statements are forming part of this Annual Report.

RESERVES

During the year under review, no amount has been transferred to the General Reserve of the Company from current year profits.

SHARE CAPITAL

Authorized Share Capital

During the year under review, there was no change in the authorized share capital of the Company. As on March 31, 2024 the Authorised Share Capital of the Company stood at INR 12,00,00,000/- divided into 1,20,00,000 equity shares of INR 10/-each. During the previous FY 2021-22, the authorized share capital of the Company was increased from INR 5,00,00,000/- to INR 12,00,00,000/- which was duly approved by the shareholders of the Company through Postal Ballot.

The Company proposes to increase its authorized share capital to INR 42,00,00,000/- (Rupees Forty-Two Crores only) consisting of 4,20,00,000 (Four Crore Twenty Lakhs) Equity Shares of Rs.10/- (Rupees Ten) each to infuse further equity in the near future. Resolution for the said increase in authorized share capital of the Company shall be placed before the shareholders for approval in the ensuing Annual General Meeting of the Company.

Issued, Subscribed and Paid up Share Capital

The Issued, Subscribed and Paid up Share Capital of the Company as on 31st March, 2024 is INR 10,34,15,240/-. In the FY 2021-22, the Company issued and allotted 56,40,830 bonus equity shares of INR 10/- each to its shareholders in the ratio of 6:5 by capitalizing a sum of INR 5,64,08,300/- (duly approved by the shareholders through Postal Ballot) and accordingly the additional new shares issued and allotted pursuant to the bonus issue got trading approval from the BSE w.e.f. April 11, 2023. Further the shares of the Company got migrated to the Main Board of the Bombay Stock Exchange w.e.f. January 10, 2023 vide Notice No. 20230106-32 dated January 06, 2023 as issued by the Bombay Stock Exchange.

During the year under review, your Company has not issued any Equity Share with differential rights, Sweat Equity Shares or Bonus Shares.

TRANSFER OF UN-CLAIMED IPO SHARE APPLICATION MONEY TO IEPF

During the year under review, pursuant to the provisions of Section 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, no amount was required to be transferred to Investor Education and Protection Fund (IEPF) Account of Central Government.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business activity of the Company during the period under review.

DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY (IES)

The details on the performance and financial positions of Subsidiary (ies), Associate (s) and Joint Venture Companies are given in Management Discussion & Analysis Report. Further, pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the salient features of Financial Statements of Subsidiary, Associate and Joint Venture Companies in Form No. AOC-1 form part of the Annual Report for FY 202324, separately market as Annexure I.

In terms of Proviso to Section 136(1) of the Companies Act, 2013, your Company will place separate audited Financial Statements in respect of each of its Subsidiary Company on its website and also provide a copy of separate audited Financial Statements in respect of each of its Subsidiary Companies to any Shareholder of the Company who seeks the same. The Financial Statements of the Subsidiary Companies will also be kept open for inspection at the registered offices of the Corporation/ respective Subsidiary Companies.

In terms of Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board adopted a Policy for Determining Material Subsidiary ("Material Subsidiary Policy") in terms of which none of the subsidiaries are material subsidiaries of the Company. Details of the Material Subsidiary Policy are given in the Corporate Governance Report which is annexed to and forms an integral part of this Boards Report.

DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review. Therefore, the Companys Board of Directors does not recommend a dividend for the year ended March 31,2024.

INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROLS

The Company has in place an adequate Internal Financial Control System with reference to the financial statements and Internal Control System, commensurate with the size, scale and complexity of its operations.

The Directors have laid down Internal Financial Control procedures to be followed by the Company which ensures the compliance with various policies, practices and statutes, keeping in view the organizations pace of growth and increasing complexity of operations for orderly and efficient conduct of its business.

The Audit Committee of the Board, is vested with the powers to evaluate the adequacy and effectiveness of the Internal Financial Control system of the Company, thereby ensuring that:-

1. Systems have been established to ensure that all the transactions are executed in accordance with the managements general and specific authorization.

2. Systems and procedures exist to ensure that all the transactions are recorded so as to permit preparation of financial statements in conformity with the Generally Accepted Accounting Principles (GAAP) or any other criteria applicable to such Statements, and to maintain accountability for effective and the timely preparation of reliable financial information.

3. Access to assets is permitted only with the managements general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with the terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified /checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

5. Appropriate systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companys various policies as listed on the Website and otherwise disseminated internally.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board is governed by the relevant provisions of the Companies Act, 2013 and rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Articles of Association of the Company, and all other applicable laws and is in accordance with the best practices in corporate governance from time to time.

i. Board of Directors

During the Year under review, the following were the Directors of the Company:-

1. Mr. Arun Kumar Gupta	(Executive Director; Managing Director)
2. Mrs. Rashika Agarwal	(Non-Executive Woman Director)
3. Mr. Umang Gupta	(Non-Executive Independent Director)
4. Mr. Abhiram Saran Agarwal	(Non-Executive Independent Director)
5. Mr. Ramesh Yadav	(Non-Executive Independent Director)
6. Mr. Shivam Mamgain	(Non-Executive Director)

ii. Fit and Proper Criteria

All the Directors of the Company duly meet the fit and proper criteria stipulated by the law.

iii. Directorships ceased during the year:

During the year under review, the term of Appointment of Mr. Arun Kumar Gupta as Managing Director of the Company expired on March 15, 2024 and resolution for his re-appointment shall be placed before the shareholders for approval in the ensuing Annual General Meeting of the Company. The Brief profile of Director being re-appointed is given in the Notice convening the ensuing Annual General Meeting of the Company.

iv. Directors appointed during the year:

During the year under review, no Directors were appointed on the Board.

iv. Declaration of Independence:

All the Independent Directors of the Company have submitted the declaration of their independence in conformity of Section 149(7) of the Companies Act, 2013 and rules made thereunder, stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and are not disqualified from continuing as Independent Directors. During the period under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending the meetings of the Company.

In the opinion of the Board, all the Independent Directors fulfil the criteria of independence as specified in Companies Act, 2013 and Rules made thereunder read with Schedule IV as well as Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are independent from the Management.

v. Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and rules made thereunder, Ms. Rashika Agarwal, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and has offered her candidature for re-appointment as a Director of the Company at the ensuing Annual General Meeting. The Brief profile of Director being reappointed is given in the Notice convening the ensuing Annual General Meeting of the Company. The Board considered the said re-appointment in the interest of the Company and hence recommends the same to the Members for approval.

vi. Key Managerial Personnel

During the period under review, there was no other change in the Key Managerial Personnel ("KMP") of the Company.

During the Year under review, the Company had the following KMPs in accordance with the provisions of the Companies Act, 2013 and rules made thereunder:

Mr. Arun Kumar Gupta - Managing Director

Mrs. Avani Gupta - Chief Financial Officer

Mr. Vanshul Asnani - Company Secretary & Compliance Officer

vii. Board Meetings

During the period under review, 27 (Twenty-Seven) Board meetings were held and the intervening gap between the meetings were within the period prescribed under the Companies Act, 2013 and rules made thereunder.

viii. Committees of the Board

The following are the Committees constituted by the Board:

i) Audit Committee;

ii) Nomination & Remuneration Committee;

iii) Stakeholder Relationship Committee;

ix. Composition of the Committees:

The following was the composition of the Committees as on 31st March, 2024:

AUDIT COMMITTEE

Abhiram Saran Agarwal	Chairperson
Umang Gupta	Member
Rashika Agarwal	Member
Vanshul Asnani	Secretary

STAKEHOLDERS RELATIONSHIP COMMITTEE

Rashika Agarwal	Chairperson
Umang Gupta	Member
Abhiram Saran Agarwal	Member
Vanshul Asnani	Secretary

NOMINATION AND REMUNERATION COMMITTEE

Abhiram Saran Agarwal	Chairperson
Umang Gupta	Member
Rashika Agarwal	Member
Vanshul Asnani	Secretary

x. Board and Committee Meetings

Details of meetings of Board and Committees are as below:

s No.	Date of Board Meeting	No. of Directors Present
1.	03/04/2023	6
2.	29/04/2023	6
3.	23/05/2023	6
4.	30/05/2023	6
5.	19/06/2023	6
6.	30/06/2023	6
7.	03/07/2023	6
8.	21/07/2023	6
9.	29/07/2023	6
10.	03/08/2023	6
11.	11/08/2023	6
12.	05/09/2023	6
13.	15/09/2023	6
14.	30/09/2023	6
15.	01/10/2023	6
16.	03/10/2023	6
17.	20/10/2023	6
18.	04/11/2023	6
19.	11/11/2023	6
20.	11/12/2023	6
21.	26/12/2023	6
22.	06/01/2024	6
23.	13/01/2024	6
24.	10/02/2024	6
25.	29/02/2024	6
26.	14/03/2024	6
27.	30/03/2024	5

 

S Date of Audit Committee meeting No.	No. Members Present
1. 29/04/2023	3
2. 23/05/2023	3
3. 30/05/2023	3
4. 21/07/2023	3
5. 11/08/2023	3
6. 05/09/2023	3
7. 04/11/2023	3
8. 11/11/2023	3
9. 26/12/2023	3
10. 06/01/2024	3
11. 13/01/2024	3
12. 29/02/2024	3
13. 30/03/2024	3

 

S Date of Stake Holders Committee Meeting No.	No. of Members Present
1. 29/04/2023	3
2. 23/05/2023	3
3. 30/05/2023	3
4. 21/07/2023	3
5. 11/08/2023	3
6. 05/09/2023	3
7. 04/11/2023	3
8. 11/11/2023	3
9. 26/12/2023	3
10. 06/01/2024	3
11. 13/01/2024	3
12. 29/02/2024	3
13. 30/03/2024	3

 

S No.	Date of Nomination and Remuneration Committee Meeting	No. of Members Present
1.	29/04/2023	3
2.	23/05/2023	3
3.	30/05/2023	3
4.	21/07/2023	3
5.	11/08/2023	3
6.	05/09/2023	3
7.	04/11/2023	3
8.	11/11/2023	3
9.	26/12/2023	3
10.	06/01/2024	3
11.	13/01/2024	3
12.	29/02/2024	3
13.	30/03/2024	3

POLICIES GOVERNING THE APPOINTMENT AND REMUNERATION OF THE DIRECTORS AND EMPLOYEES

The Nomination & Remuneration Committee develops the competency requirements of the Board based on the industry and strategy of the Company, conducts a gap analysis and recommends the reconstitution of the Board, as and when required. It also recommends to the Board, the appointment of Directors having good personal and professional reputation and conducts reference checks and due diligence, before recommending them to the Board.

Besides the above, the Nomination & Remuneration Committee ensures that the new Directors are familiarized with the operations of the Company and endeavors to provide relevant training to the Directors. In accordance with the provisions of Section 178 of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a Policy on diversity of the Board of Directors and a Policy on remuneration of the directors, key managerial personnel and other employees. The Policy on Diversity of the Board of Directors have been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board. The Policy on remuneration of the directors, key managerial personnel and other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust.

The Policy on remuneration of the directors, key managerial personnel and other employees aims: (a) that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Executives and Other Employees of the quality required to run the Company successfully; (b) that relationship of remuneration to performance is clear and meets appropriate performance benchmarks; (c) that remuneration to Directors, Executives and Other Employees involves a balance between fixed and variable pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals; and (d) to enable the Company to provide a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations. The Nomination and Remuneration Policy as amended from time to time is attached as Annexure II. The detailed policy on remuneration of the directors, key managerial personnel and other employees is available on the Website. The company has formulated the Nomination and Remuneration Policy in respect of appointment and remuneration of the directors in pursuance of section 178(3). The Board considered the Nomination and Remuneration Committees recommendation and approved remuneration of managerial personnel which is as follows:

Sr. No.	Name of Director	Designation	Proposed remuneration to be paid per month
1.	Avani Gupta	CFO	Rs. 40,000/-
2.	Arun Kumar Gupta	Managing Director	Rs. 1,50,000/-

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith as Annexure III and forms an integral part of this Annual Report.

Particulars of employee remuneration, as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this Annual Report. In terms of the provisions of the first proviso to Section 136 (1) of the Companies Act, 2013, the Annual Report is being sent to Members, excluding the aforementioned information. Any Member interested in obtaining a copy of such statement may write to the Company at arunguptagpx@gmail.com. Further, None of the employee is in receipt of remuneration in excess of the limits prescribed in the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has framed a Policy on Prevention of Sexual Harassment at Workplace in accordance with the applicable laws for all employees of the Company to inter alia ensure that the employees are not subject to any form of sexual harassment and to constitute the Internal Complaints Committee to redress the complaints, if any. Your Company is fully committed to protect the rights of any women, of any age, whether employed or not, who alleges to have been subjected to any act of sexual harassment within the Companys premises. Your Company provides a safe and healthy work environment.

During the period under review, there were no cases of sexual harassment reported to the Company.

POLICY ON PERFORMANCE EVALUATION OF THE DIRECTORS, BOARD AND ITS COMMITTEES

The Nomination & Remuneration Committee has devised a policy for the performance evaluation of the Independent Directors, Board, its committees and the other individual Directors and has laid down the performance evaluation and assessment criteria/parameters. The Independent Directors in terms of Schedule IV to the Companies Act, 2013 and the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, at its separate meeting, evaluated the performance of the Chairman, Non-Independent Directors and the Board as a whole. The Nomination & Remuneration Committee carried out the evaluation of every Directors performance and the Board carried out a formal evaluation of its own performance, Board Committees and the performance of each of the Directors, without the presence of the Director being evaluated. The criteria/parameters laid down for the evaluation of performance of the Independent Directors is provided in the Corporate Governance report, forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

The Board acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in preparation of the Financial Statements for the financial year ended on March 31,2024 and state:

a) That in the preparation of Annual Accounts for the Financial Year ended as at March 31, 2024, the applicable Indian Accounting Standards have been followed along with the proper explanation relating to the material departures;

b) That the Directors 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 at the Financial Year ended as at March 31, 2024 and of the profit and loss of the Company for the Financial Year ended on March 31, 2024;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud or other irregularities;

d) That the Directors have prepared the annual accounts on a going concern basis;

e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the period under review.

PUBLIC DEPOSITS

The Company did not accept any public deposits during the year under review. Therefore, the disclosures as required under the Companies Act, 2013 and the rules made thereunder, and Master Directions are not applicable on the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Financial Statements provided in this Annual Report.

AUDITORS

a) STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. MSNT & Associates LLP, Chartered Accountants, Noida (Firm Registration No.: 018542C), were appointed as the

Statutory Auditors of the Company for the Financial Year 2022-23 by the Board on March 01, 2023. Consequently, resolution for re-appointment of M/s. MSNT & Associates LLP, Chartered Accountants, Noida (Firm Registration No.: 018542C) as Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive financial years, from the conclusion of the 5^ Annual General Meeting of the Company until the conclusion of the lO*1 Annual General Meeting of the Company was approved by the shareholders in the S11 Annual General Meeting of the Company. The report submitted by the Statutory Auditors on the Financial Statements of the Company forms part of this Annual Report. There have been no qualifications, reservations or adverse remarks or disclaimer given by the Statutory Auditors in their report.

b) SECRETARIAL AUDITORS

The Board had appointed M/s. Rinku Gupta & Associates, Company Secretaries, as the Secretarial Auditors of the Company to undertake the Secretarial Audit for the financial year 2023-24 in terms of the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Auditors have submitted their report in the Form MR-3, which forms part of this Annual Report as "Annexure IV" and have reported the following observations:-

1. There was delayed filing of certain e-forms with the concerned Registrar of Companies during the year under review.

Comment by the Board of Directors:

1. The Delay in filing of said e-forms with the concerned Registrar of Companies during the year under review was primarily due to technical issues and the Company has always been compliant by filing all requisite forms on timely basis.

c) INTERNAL AUDITORS

The Board had appointed M/s. Bhagya Shri & Co., Chartered Accountants, as the Internal Auditors to undertake internal audit of the Company for the financial year 2023-24 in terms of the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder.

COST RECORDS

The provisions of the Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, are not applicable on the Company for the period under review.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure V".

CORPORATE GOVERNANCE REPORT

In compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance for the Financial Year 2023-24, is attached herewith as and forms an integral part of this Annual Report.

RELATED PARTY TRANSACTIONS

All the transactions carried out with related parties for the year under review were on arms length basis, which were duly approved by the Audit Committee and are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

There are no material 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. The Related Party Transactions Policy as approved by the Board is uploaded on the Companys website. Your Directors draw attention of the members to Note No. 27 of the Standalone Financial Statement which sets out related party disclosures.

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 and Rules made there under are not attracted. Thus disclosure in Form AOC-2 in terms of Section 134 of Companies Act, 2013 is not required.

CODE OF CONDUCT

The Board has approved a Code of Conduct which is applicable to the members of the Board and all the employees in the course of day-to-day operations of the Company. The Code of Conduct has been placed on the website of the Company. The Code of Conduct lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in workplace, in business practices and in dealing with stakeholders. All the members of the Board and the Senior Management Personnel have confirmed compliance with the Code of Conduct.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with the rules made thereunder and pursuant to the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism to be known as the ‘Vigil Mechanism Policy for its Directors and employees, to report instances of unethical behavior and actual or suspected fraud or violation of the Companys Code of Conduct. The aim of the Vigil Mechanism Policy is to provide adequate safeguards against victimization of the whistle blower who avails the mechanism and provides direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. Accordingly, the Vigil Mechanism Policy has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Officer or the Chairman of the Audit Committee of the Company.

The purpose of Vigil Mechanism Policy is to provide a framework in order to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

During the period under review, no such complaint of unethical or improper activity has been received by the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted an Insider Trading Policy with a view to regulate the trading in securities by the designated persons of the Company. The Insider Trading Policy requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for the implementation of the Insider Trading Policy.

The Insider Trading Policy can be accessed from the website of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

a) CONSERVATION OF ENERGY

I. Steps taken or impact on conservation of energy - The operations of your Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

II. Steps taken by the Company for utilizing alternate source of energy - though the operations of the Company are not energy intensive, the Company shall explore alternative source of energy, as and when the necessity arises.

III. Capital investment on energy conservation equipment - Nil

b) TECHNOLOGY ABSORPTION

I. Efforts made towards technology absorption - The minimum technology required for the business has been absorbed.

II. Benefits derived like product improvement, cost reduction, product development or import substitution- Not Applicable

III. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

a) the details of technology imported: Not Applicable

b) the year of import: Not Applicable

c) whether the technology has been fully absorbed: Not Applicable

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

IV. Expenditure incurred on Research and Development - Not Applicable

c) FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, there were following foreign exchange transactions:

1. Earnings: Nil 2. Outgo: Nil

FRAUD REPORTING

There was no fraud reported by the Statutory Auditors of the Company, under Section 143(12) of the Companies Act, 2013 and rules made thereunder, to the Board during the period under review.

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 have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

Further, no penalties have been levied by any Regulators, during the period under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

There have been no material changes during the year under review. The overall performance of the company was steady and satisfactory. Company successfully managed to pay all its liabilities in time and managed to carry out all its business and commercial obligations timely and with dignity. Your directors shall continue to put-in all efforts for a better and bright prospects of the company. The company is considering various possibilities for optimizing the present business activities keeping in view the profitability and stability of business of the company. The company is also pursuing the possibility into other related activities. There have not been any material changes and commitments affecting the financial position of the company between the end of the financial year of the company and the date of the Boards report.

CORPORATE SOCIAL RESPONSIBILITY

During the period under review, the provisions of Section 135 and Schedule VII to the Companies Act, 2013, and rules made thereunder, pertaining to Corporate Social Responsibility (CSR ) is not applicable to the Company.

Therefore, the details of expenditures on CSR activities are not furnished by the Company.

RISK MANAGEMENT

The company has adequate Risk management systems for timely identification, assessment, and prioritization of risks and its consequent effect in terms of uncertainty on objectives of the company.There is proper and constant follow-up through coordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of unfortunate events and to maximize the realization of opportunities.

Risk management policy is guided by the objective to assure that risk uncertainties do not deflect the endeavor of the operational efforts on each level from the business goals.

HUMAN RESOURCE-INITIATIVES

During the period under review, your Company has strengthened its Management team and Core Leadership team to steer the Companys business conscientiously and diligently. Efforts have been put in to attract the best talent from the industry to build a strong foundation.

Your Company provides an employee friendly environment where employees are empowered and given an opportunity to demonstrate their talent, that eventually boost their career growth in the Company.

LISTING OF SECURITIES

The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai on 13th day of January, 2020. The listing fee for the Financial Year 2023-24 has been duly paid/ adjusted.

During the previous FY 2021-22, the Company issued and allotted 56,40,830 bonus equity shares of I NR 10/- each to its shareholders in the ratio of 6:5 by capitalizing a sum of INR 5,64,08,300/- (duly approved by the shareholders through Postal Ballot) and accordingly the additional new shares issued and allotted pursuant to the bonus issue got trading approval from the BSE w.e.f. April 11, 2023. Further, the shares of the Company got migrated to the Main Board of the Bombay Stock Exchange w.e.f. January 10, 2023 vide Notice No. 20230106-32 dated January 06, 2023 as issued by the Bombay Stock Exchange

STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the period under review:

a) The Company has not bought back any of its securities;

b) The Company has not issued any sweat equity shares;

c) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

d) The Company is not liable to transfer amount of dividend lying in the unpaid dividend account to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 125 of the Companies Act, 2013; and

e) There was no revision in the financial statements between the end of the financial year and the date of this report.

f) During the year under review, there is no application made and/ or no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

g) During the year under review, requirement of disclosing details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable on the Company.

ACKNOWLEDGEM ENTS

Your Directors would gratefully like to place their appreciation for the assistance and cooperation received from the Companys bankers during the period under review. The Directors also acknowledge, with appreciation, the support and co-operation rendered by various Government Agencies and Departments. Your Directors would also wish to place on record their deep sense of appreciation for the continued support from all the investors of the Company.

By Order of the Board of directors

For Gian Life Care Limited

Rashika Agarwal

(Director)

DIN:- 08275078

Shivam Mamgain

(Director)

DIN:-09724726

Date:- September 05, 2024

Place:- Kanpur