jeena sikho lifecare ltd share price Directors report


To,

The Members,

Your Directors have pleasure in presenting the 6th Annual Report on the business and operations of the Company, together with the audited standalone and consolidated financial statements for the financial year ended March 31, 2023 ("FY 2022-23").

FINANCIAL RESULTS

The standalone and consolidated financial performance of the Company is summarised in the table below:

(Rs. in Lakhs)

Consolidated

Standalone

Particulars

Year ended March 31, 2023 Year ended March 31, 2022 Year ended March 31, 2023 Year ended March 31, 2022
Revenue from Operations including other Income 20,734.66 14,804.35 20,617.88 14,794.22

Less: Expenses

Cost of material consumed 90.13 - - -
Purchase of Stock in Trade 1,528.58 1,226.97 1,528.58 1,159.16
Changes in Inventories of Stock in Trade 121.69 292.24 165.44 351.96
Employee Benefit Expenses 4,450.02 3,379.64 4,343.52 3,374.66
Finance Cost 70.44 113.97 70.23 113.97
Depreciation and Amortisation Expenses 320.04 331.09 312.75 330.59
Other Expenses 9,769.30 7,951.16 9,744.36 7,947.09

Total Expenses

16,305.20 13,295.07 16,164.88 13,277.43

Profit before exceptional and extraordinary items and tax

4,429.46 1,509.28 4,453.00 1,516.79
Exceptional and Extraordinary items - - - -

Profit Before Tax

4,429.46 1,509.28 4,453.00 1,516.79
Tax Expenses 1,077.21 389.89 1,078.56 389.55

Net Profit for the Year

3,352.25 1,119.39 3,374.44 1,127.24

FINANCIAL PERFORMANCE STANDALONE:

During the current period, your company has shown an increase in total revenue of Rs. 20,617.88 Lakhs as against

Rs. 14,794.22 Lakhs in the previous year on standalone basis. The Company has earned a net profit of Rs. 3,374.44 Lakhs as compared to a profit of Rs. 1127.24 Lakhs in the previous year. The company will continue to pursue expansion in the domestic market, to achieve sustained and profitable growth.

CONSOLIDATED:

Shuddhi Green Charcoal Private Limited was our subsidiary at the beginning of the Financial Year 2022-2023. However, during the Financial Year it ceases to be our subsidiary w.e.f. March 30, 2023. Further, pursuant to the provisions of section 129, 134 & 136 of the Companies Act, 2013 read with rules framed there under and pursuant to Regulation 33 of SEBI (Regulations, 2015 your Company had prepared consolidated financial statements of the Company and its subsidiary i.e., Shuddhi Green Charcoal Private Limited (CIN: U37200HR2021PTC099839) which forms part of this annual report.

During the current period, your company has shown the consolidated total revenue of Rs. 20,734.66 Lakhs. The company has earned a net profit of Rs. 3,352.25 Lakhs.

As per Rule 8 of Companies (Accounts) Amendments Rules, 2016, a report on the highlights of performance of subsidiaries, associates and joint venture companies and their contributions to the overall performance of the company during the period under report is attached as Annexure-1.

Any member intending to have a copy of Balance Sheet and other Financial Statement of these Companies shall be made available on the website of the Company at www.jeenasikho.co.in.

It shall also be kept for inspection during business hours by any shareholder in the registered office of the Company and the respective offices of its subsidiary companies.

SHARE CAPITAL

Authorised Share Capital

During the year under review, the Authorised Share Capital of the company as on March 31, 2023 is Rs. 15,00,00,000/-(Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifteen lakh) Equity Shares of Rs. 10/- each.

Paid Up Share Capital

The paid-up share capital of the Company as on March 31, 2023 is Rs. 13,81,11,920/- divided into 1,38,11,192 equity shares of Rs.10/- each ranking pari-passu in all respect with the existing Equity shares of the Company.

LISTING WITH STOCK EXCHANGES

The equity shares of the company is listed on Emerge Platform of National Stock Exchange of India Limited w.e.f. April 19, 2022 and the Company confirms that it has paid the Annual Listing Fees for the year 2022-23 to NSE Limited.

DEMATERIALISATION OF EQUITY SHARES

All the Equity shares of the Company are in dematerialised form with either of the depositories viz NSDL and CDSL. The ISIN No. allotted to the company is INE0J5801011.

DIVIDEND

During the year, the company has not declared any dividend to its shareholders. However, for Financial Year 2022-23 the Board of directors of company in its Board Meeting dated May 29, 2023, had concluded to recommend a dividend of Rs. 2/- (i.e., 20% percent per equity share) on face value of Rs. 10/- (Rupees Ten only) each to its shareholders which shall be subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company. The dividend payment is subject to approval of the members at the 6th Annual General Meeting, which will be paid, if declared, to the shareholders within 30 days from the date of declaration.

TRANSFER TO GENERAL RESERVE

The Company has not transferred any amount to General Reserve during the year.

DEPOSITS

During the year under review, the Company has not accepted or renewed any deposit from the public falling within the ambit of section 73 or section 74 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE

The Company is listed on SME Emerge Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the compliance with the corporate governance provisions as specified in Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 clauses (b) to (i) and (t) of sub regulation 2 of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report.

SUBSIDIARIES/ASSOCIATES/JOINT VENTURE

The Company had One Subsidiary Company, namely Shuddhi Green Charcoal Private Limited at the beginning of Financial Year 202-23. However, it ceases to be our subsidiary w.e.f. March 30, 2023. Further as on the date of end of financial year i.e., w.e.f. March 31, 2023 your company does not have any subsidiaries/associate and/or joint venture.

However, pursuant to Section 129 (3) of the Act and Ind - AS 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries.

Further, a separate statement containing the salient features of the financial statements of subsidiaries of the company in the prescribed form AOC-1 has been disclosed in Annexure-1.

The Financial Statements, as required, of the subsidiary companies shall be available on website of the Company at www.jeenasikho.co.in.

DIRECTORS

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors are liable to be retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mrs. Bhavna Grover (DIN: 07557913), director of the company will retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment in accordance with provisions of the Act.

With regard to integrity, expertise and experience (including the proficiency) of the Independent Director appointed, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Director and is of the opinion that he is a person of integrity and possesses relevant expertise and experience and his continued association as Director will be of immense benefit and in the best interest of the Company. With regard to proficiency of the independent Director, ascertained from the online proficiency self-assessment test conducted by the Institute, as notified under Section 150(1) of the Act, the Board of Directors have taken on record the information submitted by Independent Director that he has complied with the applicable laws.

Further, in the opinion of the Board, the independent directors appointed during the financial year are the person of integrity and possesses relevant expertise and experience (including the proficiency).

None of the Directors of the Company, except following, are related inter-se, in terms of section 2(77) of the Act including rules made thereunder.

S No.

Name of Director Relationship with another Director
1. Manish Grover Spouse of Bhavna Grover
Father of Shreya Grover
2. Bhavna Grover Spouse of Manish Grover
Mother of Shreya Grover
3. Shreya Grover Daughter of Manish Grover
and Bhavna Grover

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Suraj Prakash Choudhary and Mr. Karan Vir Bindra are independent directors of the company. The Company has received declarations / confirmations from all the Independent Directors of the Company at its first board meeting of the Financial Year 2022-23 as required under Section 149(7) of the Companies Act, 2013, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company and business strategy. The Company has done various programmes to familiarise Independent Directors with the Company, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and other related matters.

Details of the familiarisation programme for Independent Directors are explained in the Corporate Governance Report.

REMUNERATION OF DIRECTORS

The details of remuneration/Sitting fees paid during the financial year 2022-23 to Executive Directors/ Non-Executive Directors of the Company is provided in Form MGT-9 which forms part of this report.

POLICY ON CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, KMP and other employees is enclosed as "Annexure-2" respectively to this report. The same are also available on the website of the Company at www.jeenasikho.co.in at weblink https://www.jeenasikho.co.in/ policies.

CHANGE IN OBJECTS OF ISSUE FOR UTILISATION OF PROCEEDS OF INITIAL PUBLIC OFFERING (IPO)

The Board of directors of the company at its Board meeting dated November 29, 2022, approved for change in object of issue for utilisation of the proceeds of the Initial Public Offer (IPO) which shall subsequently also be approved by the shareholders of the company by passing special Resolution at its meeting held on December 31, 2022.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make an informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder relationship Committee

4. Corporate Social Responsibility Committee

During the year under review, all recommendations made by the various committees have been accepted by the Board.

The Composition of the Said Committees are as Under:

Audit Committee:

As on date, the Audit Committee comprises of:

Name of Director

Designation of Committee Nature of Directorship
Mr. Suraj Kumar Choudhary Chairperson Independent Director
Mr. Karan Vir Bindra Member Independent Director
Mr. Manish Grover Member Managing Director

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Nomination And Remuneration Committee:

As on date the Nomination and Remuneration Committee comprises of:

Name of Director

Designation of Committee Nature of Directorship
Mr. Karan Vir Bindra Chairperson Independent Director
Mr. Suraj Kumar Choudhary Member Independent Director
Ms. Shreya Grover Member Non- Executive Director

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Stakeholders Relationship Committee:

As on date the Stakeholders‘ Relationship Committee comprises of:

Name of Director

Designation of Committee Nature of Directorship
Mr. Suraj Kumar Choudhary Chairperson Independent Director
Mrs. Bhavna Grover Member Whole Time Director
Ms. Manish Grover Member Managing Director

Our Company Secretary and Compliance officer will act as the secretary of the Committee.

Corporate Social Responsibility Committee:

The Company has constituted CSR Committee. As on date CSR committee comprises of:

Name of Director

Designation Nature of Directorship
Karan Vir Bindra Chairman Independent Director
Manish Grover Member Managing Director
Bhavna Grover Member Whole Time Director

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism/Whistle Blower Policy for directors and employees to report their genuine concerns has been established. The Vigil Mechanism / Whistle Blower Policy has been uploaded on the website of the Company at https://www.jeenasikho.co.in/policies under ‘Investor Section.

The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers any unethical and improper actions or malpractices and events which have taken place/suspected to take place:

As per the policy all Protected Disclosures should be addressed to the Vigilance Officer / Company Secretary or to the Chairman of the Audit Committee in exceptional cases.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Major elements of risk/threats for Ayurveda Industry are regulatory concerns, consumer perceptions and competition. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Board of Directors has adopted a risk management policy for the company outlining the parameters of identification, assessment, monitoring and mitigation of various risks which is available on the website of the company.

AUDITORS & AUDITORS REPORT

The Company in its Annual General Meeting held on November 15, 2021, has appointed M/s KRA & Co., Chartered Accountants (Firm Registration No. 020266N), holding a valid certificate issued by the Peer Review Board (Certificate No. 012550) of the Institute of Chartered Accountants of India (ICAI), as statutory auditors of the company from the conclusion of 4th Annual General Meeting of the Company till the conclusion of the 09th Annual General Meeting.

Accordingly, M/s KRA & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2022-23, which forms part of the Annual Report 2022-23. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them which call for any explanation from the Board of Directors.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITORS AND THEIR REPORT

As per section 204(1) of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company is required to appoint secretarial auditor for conducting secretarial audit of the company. Accordingly, the company has appointed M/s J Nain & Associates (Firm Registration no. S2017DE478500), holding a valid certificate issued by the Peer Review Board (Certificate No. 2846/2022) of the Institute of Companies Secretaries of India (ICSI), as secretarial auditor of the company for the Financial Year 2022-23. Based on the carried out by Secretarial Auditors, they have submitted their report(s), which are annexed herewith as Annexure-3.

MEETINGS OF BOARD OF DIRECTORS

During the financial year 2022-2023 18 (eighteen) Board Meetings were held.

The details of meeting & attendance are given hereunder. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and pursuant to the relaxations provided. During the financial year 2022-23, the Board of Directors of the Company met on the following dates.

S. No.

Date of Board Meeting No. of Directors eligible to attend No. of Directors attended meeting
1 25-07-2022 05 05
2 02-09-2022 05 04
3 05-09-2022 05 05
4 13-09-2022 05 04
5 07-10-2022 05 04
6 17-10-2022 05 04
7 14-11-2022 05 05
8 22-11-2022 05 04
9 29-11-2022 05 05
10 09-12-2022 05 04
11 20-12-2022 05 04
12 03-01-2023 05 04
13 14-01-2023 05 04
14 04-02-2023 05 05
15 15-02-2023 05 05
16 07-03-2023 05 04
17 22-03-2023 05 05
18 30-03-2023 05 05

Further, separate meeting of Independent Directors of the Company was held on August 25, 2022 where the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and clause 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were discussed.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to Secretarial Standard -1 relating to Board Meeting issued by the Institute of Company secretaries of India, the independent directors shall conduct atleast One (1) meeting in a Calendar Year to review the performance of Non-Independent Directors and the Board as a whole; to review the performance of the Chairman and to assess the quality, quantity and timeliness of flow of information between the company management and the Board and its members that is necessary for the Board to effectively and reasonably perform their duties.

Accordingly, your Independent Directors has conducted a meeting dated August 25, 2022 where they review the performance of all non-independent director of the company and the board as a whole, also review the performance of the Chairman of the company and assess the quality, quantity and timeliness of flow of information between the company management and the Board.

The company secretary of the company Ms. Nikita Juneja* take part in convening and holding of above meetings as required by the independent directors.

ANNUAL REPORT

Pursuant to Section 92 (3) read with Section 134 (3) of the Companies Act, 2013, the Annual Return as on March 31st, 2023 is available on the Companys website on https://www.jeenasikho.co.in/.

CSR COMMITTEE

The Company comes under the criteria as mentioned in section 135 of the Companies Act, 2013 i.e., Corporate Social Responsibility and accordingly the amount has been spent on CSR activities in the financial year 2022-2023 to comply with the requirements of necessary social expenditure which is Rs. 24,81,489 (Rupees Twenty-four lakh eighty-one thousand four hundred and eighty nine only) i.e., (2% of the average net profit of the immediate preceding three (3) financial years). The constitution of CSR Committee was applicable for FY 2022-23, subsequently the CSR Committee is formulated and the composition is also given. The CSR Report is annexed as

Annexure-4.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as collectively and of the working of its committees.

The Directors has been satisfied with the performance of all directors and is of opinion that all Independent Director is a person of integrity and possess relevant experience and expertise.

NATURE OF BUSINESS

There has been no change in business of the Company.

Jeena Sikho has a diverse portfolio consisting of a number of brands and sub-brands including "Shuddhi". The Company offers a variety of Ayurvedic Products and services through Shuddhi clinics and HIIMS, all over the Country. The Company has presence across various channels such as general groceries, chemists, organised retail and ecommerce.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES DURING THE YEAR

During the financial year ended on March 31, 2023, Shuddhi Green Charcoal Private Limited (CIN: U37200HR2021PTC099839) ceases to be our subsidiary w.e.f. March 30, 2023, the details of which is given in Annexure-1. However, there is no change with respect to joint venture or associate of the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of your company and its businesses is given in the Management Discussion and Analysis Report, which forms part of this report.

EXTRACT OF ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013, an extract of Annual Return in Form MGT-9 is provided as Annexure-5 and is also uploaded on the website of the Company at www.jeenasikho.co.in.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming a part of Annual Report.

Current borrowings of the company are compliant with Section 180(1)(c) of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under that proviso attached as Annexure-6 in Form AOC-2 forms an integral part of this report. All related party transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained before the commencement of the new financial year, for the transactions which are repetitive in nature and also for the transactions which are not foreseen.

In line with the requirements of the applicable laws, the Company has formulated a policy on related party transactions which is uploaded on the website of the Company at: https://www.jeenasikho.co.in/policies.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Compliance Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace.

During the year, no complaint of sexual harassment has been received by the Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYRs.S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Companys operations in future, during the financial year. However, National Stock Exchange of India Limited has imposed penalty as per SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2022/12 dated January 22, 2020 (hereinafter to referred as SOP Circular) for delaying the compliance as required under regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further your Company has paid the said penalty as per the SOP circular and has also complied the delayed compliance.

Further, During the year your company has passed a special resolution on March 23, 2023 for shifting of its registered office from the jurisdiction of ROC – Chandigarh to ROC – Delhi (change of registered office from one state to another) and consequently alteration of situation clause of memorandum of association.

The company has also made filings to the ROC or other authorities. However, shifting office from one state to another is in process and the regulatory approval pertaining to this is pending.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Companys thrust is on the promotion of talent internally through job rotation and job enlargement.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure pertaining to remuneration and other details are provided in the Annexure-7 to this Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying in unpaid or unclaimed dividend for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) under Section 124 of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company was in compliance with the Secretarial Standards. i.e., SS-1 and SS-2 relating to "Meetings of the Board of Directors" and "General Meetings" respectively.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organisation.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining, qualifications, positive attributes and independence of directors and also a policy for the remuneration of directors, key managerial personnel, and senior management. The policy is updated on the website of the company at https://www.jeenasikho.co.in/.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Act, with respect to Directors Responsibility Statement, the Directors confirm:

That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

That they had selected such accounting policies and applied them consistently, and made judgements 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 end of the financial year and of the profit and loss of the Company for that period;

That they had 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 and other irregularities;

That they had prepared the annual accounts on a going concern basis;

That they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGMENTS

The Board places on record its appreciation for the continued patronage, support and co-operation extended by its shareholders, customers, bankers and all Government and statutory agencies with whose help, cooperation and hard work the Company was able to achieve the results. Your directors would further like to record appreciation to the efforts of all the employees for their valuable contribution to the Company.