soni medicare ltd Directors report

To

The Members,

SONI MEDICARE LIMITED

Your Directors have pleasure in presenting the 35^th Annual Report of your Company together with the Audited Statement of

Accounts and the Auditors Report of your company for the financial year ended 31^st March, 2023.

1. Financial Results:

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

(Rs. in Hundred)

Particulars	2022-23	2021-22
Revenue from Operation including other income	2849593.40	2,326,771.44
Expenses excluding Depreciation	2845146.77	2316040.18
Depreciation and Amortization	65531.80	77574.79
Profit/(loss) before exceptional items and tax	(61,085.17)	(66,843.53)
Exceptional Items (Provision for gratuity)	-	--
Profit (loss) before Tax	(61,085.17)	(66,843.53)
Current Tax	--	--
Deferred Tax Adjustment	6240.58	(6,771.62)
Profit (loss) After Tax	(67325.75)	(60,071.91)
Earnings per share (Rs.)	(1.58)	(1.42)

NOTES: The above figures are extracted from the standalone financial statements prepared in compliance with the Indian Accounting Standards (Ind AS) and comply with all aspects of the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015 (amended)] and other relevant provisions of the Act.

2. COMPANYS PERFORMANCE:

The Revenue from Operations for F.Y 2022-2023 was Rs. 275,316,513 as compared to the previous years revenue of Rs. 226,001,675 The profit/loss after tax for F.Y 2022-2023 and F.Y 2021-2022 was (6,732,575.00) and (6064655.00) respectively.

3. STATE OF COMPANYS AFFAIRS:

Information on Companies operations is given in the Management Discussion & Analysis Report forming part of this Report.

4. DIVIDEND:

Keeping in view the losses for the year under review, the Board of Directors of the Company have not recommended any dividend for the Financial Year 2022-23.

5. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has proper place and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and all assets and resources are acquired economically, used efficiently and adequately protected.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There are no material changes after the balance sheet date which may materially affect the financial position of the company or having any material impact on the operations of the Company.

7. CHANGES IN NATURE OF BUSINESS:

There is no change in the nature of business in comparison to immediately preceding year.

8. INFORMATION ABOUT SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company has no subsidiaries, joint ventures or associates during the year and therefore no details are required to be given.

9. CONSOLIDATEDFINANCIAL STATEMENTS:

The Company has no Subsidiary, Associate or Joint Venture and therefore question of consolidated financial statement do not arise.

10. TRANSFER OF UNCLAIMED DIVIDEND

TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 is not applicable as the company has not declared dividend in any previous financial years, accordingly there is no unclaimed/ unpaid dividend. So, there are no amounts transferred to IEPF during the year.

11. DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

12. LISTING OF SHARES:

Shares of company have been listed on Bombay Stock Exchange

13. SHARE CAPITAL:

The Company has 4,264,900 Equity Shares of Rs. 10 each amounting to Rs. 42,649,000.

The Company has only one class of Equity Share having a par value of Rs. 10/-each.

A) Issue of shares or other convertible securities

The company has not issued any equity shares or other convertible securities, during the financial year.

B) Issue of equity shares with differential rights

The company has not issued any equity shares with differential rights, during the financial year.

C) Issue of sweat equity shares

The company has not issued any sweat equity shares, during the financial year.

D) Details of employee stock options

The company has not issued any employee stock options, during the financial year.

E) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

There is no such provision created by company for purchase of its own shares by employees or by trustees for the benefit of employees.

F) Issue of debentures, bonds or any non-convertible securities

The company has not issued any debentures, bonds or any non-convertible securities, during the financial year.

G) Issue of warrants

The company has not issued any warrants, during the financial year.

14. TRANSFER TO RESERVES:

The Company proposes to transfer no amount to the general reserve.

15. ANNUAL RETURN:

Annual return for F.Y 2022-2023 is available on the website of the Company at https://www.sonihospitals.com.

16. BOARD EVALUATION:

The performance evaluation of the individual Directors including chairman of Board was done in accordance with the provision of the Company Act, 2013.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

RETIRE BY ROTATION:

As per section 152 of the Companies Act 2013, Mrs. Anju Soni would retire by rotation at the forth coming Annual General Meeting and is eligible for reappointment.

INDEPENDENT DIRECTORS:

The Board of Directors of the Company consists of 5 (Five) Directors out of which 3 (Three) are Non-Executive -Independent Directors.

All Independent Directors 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 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMPOSITION OF BOARD OF DIRECTOR:

The Board of the Company as on March 31, 2023 consists of 5 (Five) Directors. 3 (Three) are Non-Executive-Independent Directors and 1 (One) Executive Director and 1 (One) Non-Executive - Non Independent Director.

There were no changes in the composition of Board of Directors during the financial year 2022-2023.

Mr. Bimal Roy Soni (DIN: 00716246) was reappointed as Managing Director in the Annual General Meeting of the company held on September 30, 2022.

COMPOSITION OF KEY MANAGERIAL PERSONNEL (Other Than Board of Directors):

During the financial year 2022-2023 Mr. Bhoop Singh has resigned from the Designation of CFO w.e.f 30/04/2022 and Mr. Krishan Kumar Saini has appointed as CFO of the Company with effect from 01^st May 2022.

After the closure of the financial year Ms. Pooja Sharma has resigned from the Designation of Company Secretary & Compliance officer of the Company w.e.f 04/06/2023 and Ms. Shreya Garg has appointed as Company Secretary & Compliance officer of the Company with effect from 05^th June 2023.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. CONSERVATION OF ENERGY:

The information required under the provisions of section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to the conservation of energy and technology absorption is not applicable, as the Company is not carrying out any manufacturing operation.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars	As on 31.03.2023	As on 31.03.2022
a) Earnings in foreign exchange	Nil	Nil
b)Expenditure / outgo in foreign exchange (Travelling)	Nil	Nil

18. MEETINGS:

During the financial year 2022-2023, following meetings were convened:

Board Meetings

S. No.	Date of Board Meeting	Boards Strength	No. of Directors Present
1.	07 May 2022	5	5
2.	30 May 2022	5	5
3.	09 Aug 2022	5	5
4.	03 Sep 2022	5	5
5.	14 Nov 2022	5	5
6.	13 Feb 2023	5	5

Audit Committee Meetings

S.No.	Date of Meeting	Member s Strength	No. of Members Present
1.	07/05/2022	3	3
2.	30/05/2022	3	3
3.	09/08/2022	3	3
4.	24/08/2022	3	3
5.	14/11/2022	3	3
6.	13/02/2023	3	3

Nomination & Remuneration Committee Meetings

S. No. 28.	Date of Meeting 29.	Memberd 30. Strength	No. of Members Present
1.	01/05/2022	3	3
2.	24/08/2022	3	3

Stakeholders Relationship Committee Meetings

S.N o.	Date of Meeting	Member s Strength	No. of Members Present
1.	13/02/2023	3	3

Members Meeting

Type of Meeting	Date of Meeting	Total No. of Members Entitlet o Attend	No. of Members Attended
Annual General Meeting	30-09- 2022	968	23

21. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of:

i. MAHAVIR PRASAD YADAV - Chairperson

ii. ANJU SONI

iii MAMTA SHARMA

22. AUDIT COMMITTEE:

The Audit Committee comprises of:

i. MAHAVIR PRASAD YADAV - Chairperson

ii. ANJU SONI

iii MAMTA SHARMA

23. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company has put in place Vigil Mechanism for Directors and Employees of the Company.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As the Company does not fall under the Class of Companies as prescribed under Section 135 of Companies Act, 2013 and

Rules made there under, therefore the provisions related to Corporate Social Responsibility is not applicable to the Company.

Therefore, Company is not liable to contribute towards Corporate Social Responsibility.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

26. 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 the proviso thereto have been disclosed in in Form No. AOC-2 and the same forms part of this report.

27. MANAGERIAL REMUNERATION:

During the financial year company has not paid remuneration to directors of the company.

There is no Employee who is in receipt of remuneration of more than Rs. 8,50,000 per month. or Rs. 102,00,000 per annum under Section 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the financial year 2022-2023.

The Company does not have any material information to report in accordance to Rule 5, of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

28. AUDITORS AND AUDIT REPORT

a. STATUTORY AUDITORS:

In accordance with Sec 139 of the Companies Act, 2013, M/s TAMBI ASHOK & ASSOCIATES, Chartered Accountants (FRN: 005301C), were appointed by the shareholders of the Company at the Annual General Meeting held on September 30, 2022, as Statutory Auditors of the company for a period of 5 years to hold office from the conclusion of 34^th Annual General Meeting till the conclusion of the 39^th Annual General Meeting of the Company to be held for financial year ended on 31 March 2027.

b. STATUTORY AUDITORS

REPORT:

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation under section 134(3)(f) of the Companies Act, 2013 from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

c. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of its Board, appointed M/s. Mahendra Khandelwal & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2022-2023. The Secretarial Audit Report is annexed herewith as Annexure I. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge of their professional obligation.

d. INTERNAL AUDITORS

The Board has appointed M/s. AKN Jani & Co. Chartered Accountants as Internal Auditors for a period of one year 2022-2023 under Section 138 of the Companies Act, 2013 and he has completed the internal audit as per the scope defined by the Audit Committee.

29. GREEN INTIATIVES:

Electronic copies of the Annual Report 2022-2023 and the Notice of 35^th AGM will be send to all members whose e-mail address is registered with the company/depository participants..

30. RISK MANAGEMENT POLICY:

The Company has its Risk Management Policy to identify and deal with the risks and threats that could impact the organization. Risk Management Policy is available for inspection at the Registered Office of the Company during business hours on any working day.

31. DIRECTORS RESPONSIBILITY

STATEMENT:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) Director had selected such accounting policies and applied consistently and judgments and estimates have been made 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;

(c) Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis.

(e) That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.

(f) That proper system were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. CORPORATE GOVERNANCE AND  MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which forms a part of this Report, are set out separately together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

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

34. NUMBER OF CASES FILED (IF ANY), AND THEIR DISPOSAL U/S 22 OF THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance towards any action on the part of any of its official, which may fall under the ambit of ‘Sexual Harassment at workplace, and is fully committed to uphold and maintain the dignity of every women employee of the

Company. The Companys Sexual

Harassment Policy provides for protection against sexual harassment of Women at workplace and for Prevention and redressal of such complaints. During the financial year no case of Sexual Harassment were reported.

35. HUMAN RESOURCES MANAGEMENT:

We firmly believe that employee motivation, development and engagement are key aspect of good human resource management. We provide several forums and communication channels for our employees to not only share their point of view and feedback related to our business, but also share feedback self-development and career advancement. These forums have helped us to identify and implement a number of structural changes during the year under review.

36. OTHER DISCLOSURES AND STATUTORY INFORMATION:

7 a. Compliance with Secretarial Standards

The Company complies with applicable secretarial standards.

b. Policies and code adopted by the Company

The Board of Directors has from time to time framed and approved policies as required by the SEBI LODR Regulations as well as under the Companies Act, 2013. These policies will be reviewed by the Board at periodic intervals. Some of the key policies that have been adopted are as follows:

Code for Disclosure of Unpublished Price Sensitive Information

Code of Conduct for Insider Trading

Policy on Related Party Transactions

Code of Conduct for Directors and Senior Management Personnel

Whistle Blower Policy

37. ACKNOWLEDGEMENTS:

The Directors thank the Companys employees, customers, vendors, investors and academic partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India and concerned Government departments and agencies for their co-operation

The Directors appreciate and value the contribution made by every member of the Company.

By order of the Board

For Soni Medicare Limited

L51397RJ1988PLC004569

Date: 06^th September, 2023

Place: Jaipur

Sd/- Bimal Roy Soni

Chairman cum Managing Director

DIN: 00716246