Dear Shareholders,
The Board of Directors present their 23rd Annual Report of the Company
together with Audited Financial Statements for the year ended 31st March, 2023.
FINANCIAL RESULTS:
(Rs in Lakh)
| Particulars |
Financial Year 2022-23 |
Financial Year 2021-22 |
| Income from Operations |
2426.59 |
2966.01 |
| Exceptional Item |
-- |
-- |
| Profit / (Loss) before Interest, Depreciation and Tax |
1013.29 |
981.60 |
| Less: Interest Paid (Net) |
(222.31) |
(266.48) |
| Profit / (Loss) before Depreciation and Tax |
790.98 |
(715.12) |
| Less: Depreciation / Amortisation |
(309.82) |
263.08 |
| Profit / (Loss) before Tax |
481.16 |
452.04 |
| Less: Tax Expense |
(127.20) |
(185.75) |
| Net Profit / (Loss) after Tax |
353.96 |
266.29 |
OPERATIONS REVIEW:
During the year under review the Company Continues to undertake its business of
providing various Healthcare and Diagnostics Services. Accordingly, the Companys Income
from Operations was 2426.59 Lakhs as against the Income from Operations of 2966.01
Lakhs in the corresponding previous year. The Company earned a Profit of 1013.29 Lakhs
before Interest and Depreciation as compared to a profit of 981.60 Lakhs in the
corresponding previous year. The Company earned a Net Profit of 353.96 Lakhs during the
year as against a profit of 266.29 Lakhs in the corresponding previous year.
DIVIDEND:
In view of conservation of resources and future expansion and tie ups plans, the
Directors do not recommend any dividend for the Financial Year ended 31st March, 2023.
AMOUNT CARRIED TO RESERVES:
During the year under review the Company has not transferred any amount to Reserves and
Surplus.
SHARE CAPITAL:
The Authorised Share Capital of the Company is Rs. 20,00,00,000 and there is no change
during the financial year under review.
The issued, subscribed and paid-up share capital of the Company is 13,90,00,000 and
during the financial year 2022-23 Company has not issued and allotted any shares, hence
there is no change.
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposits from the
public, no amount of principal or interest was outstanding as on the balance sheet date.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars with respect to the conservation of energy and technology absorption as
required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to the Company. Foreign
exchange earnings and outgo as stipulated under Section 134 of the Act read with the
Companies (Accounts) Rules, 2014, is set out in the Annexure I to this report.
PARTICULARS OF EMPLOYEES, DIRECTORS AND KMPS:
The disclosure on the details of remuneration to Employees and Directors and other Key
Managerial Personnel pursuant to Section 197 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure
II to this report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
During the year under review the Company has given the loans under provisions of
Section 186 of Companies Act, 2013 details of the same is set out in Annexure III to
this report.
RELATED PARTY TRANSACTIONS:
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your
Company has formulated a Policy on Related Party Transactions which is available on the
website of the Company at www.nidanhealthcare.co.in The Policy intends to ensure that
proper reporting; approval and disclosure processes are in place for all transactions
between the Company and its Related Parties.
All Related Party Transactions are placed before the Audit Committee for review and
approval and are in accordance with the Policy. All transactions entered into by the
Company with Related Parties were in ordinary course of business and on arms length
basis.
Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2)
of the Companies (Accounts) Rules, 2014 is set out in Annexure IV to this report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiaries and Associates, therefore details under Form
AOC-1 is not applicable.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 and other applicable provisions, if
any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of
Directors) Rules, 2014 including any statutory modification(s) or re- enactments) thereof
for time being in force; Ms. Tejal Jayakar (DIN: 07984686), Executive Non-independent
Director, is liable to retire by rotation at the ensuing Annual General Meeting and being
eligible have offered herself for re-appointment.
During the year under review Mr. Krupesh Thakur, Mr. Edwin Dabre & Ms. Tejal
Jayakar were continued to be the Non- Independent Directors of the Company.
Mr. Karim Khimani(DIN: 07698480) had resigned as an Independent Director w.e.f 15th
March 2023. Therefore, Dr. Abhijeet Ramesh Dhanegaonkar (DIN: 08395353) was appointed as
an Additional Director( Independent Director) w.e.f 14th March 2023 and who
holds the office till the ensuing Annual General Meeting and offers himself for
appointment. The relevant agenda has been included in the notice convening 23rd
AGM of the Company.
Hence, Dr. Abhinay Shashikant Nerurkar, Mr. Nilesh Ghanashyam Bide and Dr. Abhijeet
Ramesh Dhanegaonkar were continued to be the Independent Directors of the Company.
Dr. Nitin Thorave who was appointed as CEO w.e.f 1st June, 2022, continues
to be the CEO of the Company.
The Company has received declarations from all the Independent Directors, confirming
that they meet the criteria of independence as prescribed under the Act.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
The familiarization program seeks to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes. The Company has
framed a policy on familiarization program for Independent Directors.
MEETINGS OF THE BOARD:
During the financial year, 5(Five) meetings of the Board of Directors were held. The
Directors actively participated in the meetings and contributed valuable inputs on the
matters brought before the Board of Directors from time to time. The intervening gap
between the meetings was within the period prescribed under Companies Act, 2013.
AUDIT COMMITTEE:
The composition of the Audit Committee is in alignment with provisions of Section 177
of the Companies Act, 2013 read with the Rules issued thereunder. The members of the Audit
Committee are financially literate and have experience in financial management.
The composition of Audit Committee is as follows:
| Name of the Director |
Designation in the Committee |
Nature of Directorship |
| Mr. Abhinay Shashikant Nerurkar |
Chairman |
Non-Executive Independent Director |
| Mr. Nilesh Ghanshyam Bide |
Member |
Non-Executive Independent Director |
| Ms. Tejal Anil Jayakar |
Member |
Executive Director |
NOMINATION & REMUNERATION COMMITTEE (the NRC):
The composition of the NRC is in alignment with provisions of Section 178 of the
Companies Act, 2013 read with the Rules issued thereunder. Further, the remuneration paid
to the Directors is in accordance with the Nomination and Remuneration Policy formulated
in accordance with Section 178 of the Companies Act, 2013:
The composition of the NRC is as follows:
| Name of the Director |
Designation in the Committee |
Nature of Directorship |
| Mr. Nilesh Ghanshyam Bider |
Chairman |
Non-Executive Independent Director |
| Mr. Abhinay Shashikant Nerurkar |
Member |
Non-Executive Independent Director |
| Dr. Abhijeet Ramesh Dhanegaonkar (w.e.f 14th March 2023) |
Member |
Non-Executive Independent Director |
| Mr. Karim Khimani (till 14th March 2023) |
Member |
Non-Executive Independent Director |
| Mr. Krupesh Thakur |
Member |
Non-Executive Director |
The Board of Directors has formulated and adopted a Policy which lays down a framework
for selection and appointment of Directors and Senior Management and for determining
qualifications, positive attributes and independence of Directors in accordance with the
provisions of Companies Act, 2013 read with the Rules issued thereunder.
The salient features of the Policy are available on the website of the Company at
www.nidanhealthcare.co.in
STAKEHOLDERS RELATIONSHIP COMMITTEE (the SRC):
The composition of the SRC is in alignment with provisions of Section 178 of the
Companies Act, 2013 read with the Rules issued thereunder.
The composition of the SRC is as follows:
| Name of the Director |
Designation in the Committee |
Nature of Directorship |
| Mr. Abhinay Shashikant Nerurkar |
Chairman |
Non-Executive Independent Director |
| Dr. Abhijeet Ramesh Dhanegaonkar (w.e.f 14th March 2023) |
Member |
Non-Executive Independent Director |
| Mr. Karim Khimani (till 14th March 2023) |
Member |
Non-Executive Independent Director |
| Mr. Nilesh Ghanshyam Bide |
Member |
Non-Executive Independent Director |
BOARD EVALUATION:
Evaluation of performance of all Directors is undertaken annually. The Company has
implemented a system of evaluating performance of the Board of Directors and of its
Committees and individual Directors on the basis of a structured questionnaire which
comprises evaluation criteria taking into consideration various performance related
aspects.
The Directors carried out the annual performance evaluation of the Board, Committees of
Board and individual Directors along with assessing the quality, quantity and timeliness
of flow of information between Company Management and the Board that is necessary for the
Board to effectively and reasonably perform their duties.
DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors state that:
(a) In the preparation of the annual financial statements for the year ended 31st
March, 2023, the applicable Accounting Standards have been followed along with proper
explanation to material departures;
(b) 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 as at 31st March, 2023 and of the Profit
of the Company for the year ended 31st March, 2023;
(c) 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;
(d) The annual financial statements have been prepared on a going concern basis;
(e) Appropriate internal financial controls were followed by the Company and that such
internal financial controls are adequate and operating effectively; and
(f) Proper systems to ensure compliance with the provisions of all applicable laws and
that such system are adequate and operating effectively.
EXTRACT OF ANNUAL RETURN:
The Annual Return of the Company for the year 2022-23 shall be filed within 60 days of
the ensuing 23rd Annual General Meeting (AGM). The Return for the year 2021-22
filed with the Ministry of Corporate Affairs after the 22nd AGM held in the
year 2022 is available on the Companys website at
http://nidanheaithcare.co.in/assets/docs/Annuai%20Retum/Annuai_ Return_2022.pdf.
AUDITORS AND AUDITORS REPORT:
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board had appointed CS Nikhil Date, Practicing Company Secretary (Membership No. 24729) as
the Secretarial Auditor of the Company to conduct an audit of the Secretarial Records for
financial year ending 31st March, 2023.
The Secretarial Audit Report for financial year ending 31st March, 2023 is annexed as Annexure
V to this Annual Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
Further under Regulation 24A of Listing Regulations, the Company was not required to
submit the Annual Secretarial Compliance Report as the Company falls under the criteria as
specified under Regulation 15 (2) of Listing Regulations.
Statutory Auditor:
M/s R.K. Chapawat & Co. Chartered Accountants (FRN: 101708W) was appointed for a
period of 5 (Five) years i.e from the conclusion of ensuing 21st AGM till the
Conclusion of the 26th AGM. The said auditor has confirmed their eligibility
for the remaining years as Auditor of the Company.
The Auditors Report for the financial year ended 31st March, 2023 on financial
statements of the Company is a part of this report and is annexed as Annexure VII to
this Annual Report. The Auditors Report does not contain any qualification, reservation
or adverse remark on the financial statements for the year ended 31st March, 2023.
Cost Auditor:
The provisions of Cost Audit as prescribed under Section 148 of the Companies Act, 2013
are not applicable to the Company.
MANAGEMENT DISCUSSIONS AND ANALYSIS:
The Company is currently doing business of providing various Healthcare and Diagnostics
Services. The detailed Management Discussion and Analysis Report is annexed as Annexure
VI to this Annual Report.
RISK MANAGEMENT:
Pursuant to clause 15 (2) (a) of Listing Regulations, compliance with Corporate
Governance provisions as specified under Regulations 17 to 27 and clauses (b) to (i) of
sub-regulation (2) of Regulation 46 and para C, D, and E of Schedule V of Listing
Regulations are not applicable to the Company; however the Company operates with
well-defined risk management policy to identify measures to mitigate various business
risks.
VIGIL MECHANISIM:
In compliance with the provisions of Section 177, the Company has established a Vigil
Mechanism Policy, which includes a Whistle Blower Policy, for its Directors and Employees,
to provide a framework to facilitate responsible and secure reporting of concerns of
unethical behaviour, instances of financial irregularities, mala-fide manipulation of
Companys records or violation of the Companys Code of Conduct & Ethics. This
mechanism also provides for adequate safeguards against victimization of
director(s)/employee(s) of the Company who report unethical practices or irregularities.
The Vigil Mechanism Policy is uploaded on the website of the Company at
http://nidanheaithcare.co.in/assets/docs/Poiicies/ Vigil_Mechanism-25-05-2022.pdf.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated persons of the Company,
as per SEBI (Prohibition of Insider Trading) Regulations, 2015. The said policy is
available on the website of the Company at
http://nidanhealthcare.co.in/assets/docs/Policies/PIT_Policy. pdf
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (‘Act) and Rules made thereunder, your
Company has constituted Internal Complaints Committee (ICC). No complaints have been
received on Sexual harassment for the financial year ending 31st March, 2023. The Company
is committed to providing a safe and conducive work environment.
CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to Section 135 of the Companies Act, 2013 read with rules of Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Company is not required to frame
Corporate Social Responsibility Committee and Corporate Social Responsibility Policy.
INTERNAL FINANCIALS CONTROLS:
The Company has a sound internal control system, which ensures monitoring
implementation of the action plans emerging out of internal audit findings. The terms of
reference of the Audit Committee includes reviewing the effectiveness of the internal
control environment. The Audit Committee of the Board addresses issues raised by both, the
Internal Auditors and the Statutory Auditors of the Company. During the financial year
under review, no material or serious observation has been received from the Statutory or
Internal Auditors of the Company.
MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments affecting the financial position of the
Company which have occurred from the end date of the financial year upto the date of this
Boards Report.
LISTING:
The shares of the Company are listed on the SME platform of National Stock Exchange
of India Ltd (NSE). The applicable annual listing fees have been paid to the NSE
before the due date.
SECRETARIAL STANDARDS ISSUED BY ICSI:
The Company is in compliance with all the applicable Secretarial Standards as specified
by the Institute of Company Secretaries of India (ICSI).
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS PURSUANT TO SECTION 143(12) OF THE
COMPANIES ACT, 2013:
During the year under review there were no incidences of fraud reported by Auditors.
RISKS AND CONCERNS:
In todays challenging and competitive environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the Company are imperative. The main risks
inter alia include strategic risk, operational risk, financial risk and compliances &
legal risk.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
During the year under review there are no significant and Material orders passed by the
Regulators or Courts or Tribunal impacting the going concern status and Companys
operations in Future.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:
During the year under review there was no application made or pending proceeding under
the Insolvency and Bankruptcy Code, 2016.
DETAILS OF THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS (FI) DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:
During the year under review the company has not taken any loan from the Bank or FI,
hence there was no such valuation done.
DISCLAIMER:
Certain statement in the management discussion and analysis may be forward looking
within the meaning of applicable securities laws and regulations and actual results may
differ materially from those expressed or implied. Factors that would make differences to
Companys operations include competition, price realization, changes in government
policies and regulations, tax regimes, economic development and other incidental factors.
APPRECIATION:
The Board of Directors place on record appreciation for the exemplary contribution made
by the employees of the Company at all levels and also conveys its appreciation for our
business associates and shareholders for their continued support to the Company.
| For NIDAN LABORATORIES AND HEALTHCARE LIMITED |
|
| TEJAL ANIL JAYAKAR |
EDWIN FRANCIS DABRE |
| Director |
Director |
| DIN: 07984686 |
DIN: 07705632 |
| Date: 11th August, 2023 |
|
| Place: Virar |
|
+91-9892691696
