To,
The Members,
Vaidya Sane Ayurved Laboratories Limited
(formerly known as Vaidya Sane Ayurved Laboratories Private Limited)
Your Directors have pleasure in presenting the 23rd Board Report of the
Company with the Audited Financial Statements for the year ended 31st March,
2022.
Financial Summary:
The Companys financial summary for the year under review along with previous year
figures is given hereunder:
(INR in Lakhs)
| Particulars |
2021-22 |
2020-21 |
| Total Income |
7,504.93 |
5,237.73 |
| Profit/(Loss)Before Interest and depreciation |
7,251.34 |
4,360.21 |
| Interest |
228.57 |
244.73 |
| Depreciation |
2,755.46 |
1,787.25 |
| Profit/(Loss)Before Tax |
474.89 |
45.48 |
| Less: Current Tax |
119.14 |
61.76 |
| Less: Deferred Tax Adjustment |
8.85 |
-55.48 |
| Profit/(Loss)After Tax |
346.89 |
39.20 |
Dividend:
The Board of Directors of the Company have not recommended any dividend for the FY
2021-22. Accordingly, there has been no transfer to general reserves and the Company would
like to retain its profit this year to strengthen its business.
Performance Review:
The Companys revenue for 2021-22 was Rs. 7,471.05 Lakhs as compared with rs. 5,227.48
Lakhs during the previous year. The year has resulted in a net profit after tax of
346.89 Lakhs compared with Rs 39.20 Lakhs during the last year.
Transfer to Reserves:
The Board of Directors has transferred net profit of the year Rs. 346.89 Lacs to
General Reserve maintained by the Company. State of Affairs and Future Outlook:
Madhavbaug has aligned its strategic design of business with Global targets of World
Health Organisation for Prevention and Control of Non Communicable Diseases. Madhavbaugs
Mission 2025 is commitment of reducing mortality due to noncommunicable diseases (NCDs)
like cardiovascular diseases (CVDs) and diabetes by 25% by 2025.
CVDs account for 31% of global deaths: this amounts to 17.5 million people losing their
lives every year. Over 75% of CVD deaths take place in low and middle-income countries,
which carry heavy socio-economic burdens associated with CVD. India is a developing
country with about 68.84% population living in rural region with limited access to
healthcare resources.
Therefore, to reduce the global burden of NCDs and achieve the World Heart Federations
target of "25by25” (25% reduction in NCDs by 2025), Madhavbaug has aligned to
the objectives of WHO and World Heart Federation to address the risk of CVDs in all strata
of society.
In addition to above, Driven by growing market opportunities along with the organic
growth, Madhavbaug strives to meet inorganic growth strategies and increasing the
international presence.
Changes In Share Capital:
i. Increase in Authorised Share capital:
During the reporting period, Authorised share capital of the Company was increased from
5,50,000(divided into 55,000 Equity Shares of rs. 10 Each) to Rs. 15,00,00,000
(divided into 1,50,00,000 Equity Shares of Rs. 10 Each).
ii. Bonus Shares:
During the period under review, Company has issued 69,30,000 Equity Shares through
Bonus Shares to existing shareholders in the ratio of 154:1, thereby increasing paid up
capital of the Company to Rs. 6,97,50,000/- {Rupees Six Crore Ninety-Seven Lakhs Fifty
Thousand}
iii. Rights Issue:
During the period under review, Company has issued 7,67,250 Equity Shares through
Rights Issue to existing shareholders, thereby increasing paid up capital of the Company
to Rs. 7,74,22,500/- {Rupees Seven Crore Seventy Four Lakhs Twenty Two Thousand Five
Hundred}
Listing:
During the year under review, the Company has successfully launched its SME-IPO
(Initial Public Offering), The Public issue consisted of 27,71,200 Equity Shares for cash
at a price of 73.00 per Equity Shares (including a premium of Rs. 63/- per Equity
Shares), aggregating to Rs. 2,022.98 Lakhs. The company received overwhelming response for
said IPO issue got over subscribed and said shares got listed on NSE-Emerge platform on 23rd
February 2022. Subsequent to completion of IPO, The paid up share capital of the Company
increased to Rs. 10,51,34,500/- (Rupees Ten Crore Fifty One Lakhs Thirty Four Thousand
Five Hundred only)
Management Discussion And Analysis:
A detailed report on Management Discussion and Analysis (MDA) Report is included in
this Report as Annexure-1
Statement Of Utilisation Of Funds Raised Through IPO Under Regulation 32 (1) Of The
SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015:
During the year under review, the Company has come up with Initial Public offer of
27,71,200 Equity Shares for cash at a price of 73.00 per Equity Shares (including a
premium of Rs. 63/- per Equity Shares), aggregating to Rs. 2,022.98 Lakhs.
Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company hereby states that:
There was no deviation(s) or variation(s) in the utilization of public issue proceeds
from the objects as stated in the prospectus dated 25th January 2022.
Annual Return:
The details forming part of Annual Return as required under Section 92 of the Companies
Act, 2013 will be made available at the website of the Company at http://www.madhavbauq.org
Board Meetings:
Dates for Board Meetings are well decided in advance and communicated to the Board and
the intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and the Listing Agreement. The information as required under
Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board.
The agenda and explanatory notes are sent to the Board in advance. The Board periodically
reviews compliance reports of all laws applicable to the Company.
During the year, 17 (Seventeen) Board Meetings were held on following dates:
| Sr. Date of Board Meeting No |
No of Directors eligible to attend Meeting |
No of Directors attended Meetings |
| 1 15.04.2021 |
2 |
2 |
| 2 10.05.2021 |
2 |
2 |
| 3 18.06.2021 |
2 |
2 |
| 4 09.07.2021 |
2 |
2 |
| 5 02.08.2021 |
2 |
2 |
| 6 01.09.2021 |
2 |
2 |
| 7 09.09.2021 |
5 |
3 |
| 8 21.09.2021 |
4 |
3 |
| 9 01.10.2021 |
4 |
3 |
| 10 01.10.2021 |
4 |
3 |
| 11 05.10.2021 |
4 |
3 |
| 12 09.10.2021 |
4 |
3 |
| 13 23.10.2021 |
4 |
3 |
| 14 26.10.2021 |
3 |
3 |
| 15 30.11.2021 |
5 |
3 |
| 16 08.12.2021 |
5 |
3 |
| 17 18.02.2022 |
5 |
5 |
Composition of Audit Committee:
Your Company has formed an Audit Committee as per the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. All members of the Audit Committee possess strong knowledge of
accounting and financial management.
During the year 01 (One) meeting of an Audit committee was held during the year ended
31st March, 2022, i.e. on 18.02.2022.
The primary objective of the Audit Committee is to monitor and provide an effective
supervision of the Managements financial reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency, integrity and quality of financial
reporting. The Committee oversees the work carried out in the financial reporting process
by the Management, the statutory auditor and notes the processes and safeguards employed
by each of them.
Further, the Audit Committee is also functional as per the provision of Section 177 of
Companies Act, 2013 and Rules made thereunder and as per Regulation 18 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
Composition of Nomination & Remuneration Committee:
Your Company has formed a Nomination & Remuneration Committee to lay down norms for
determination of remuneration of the executive as well as non-executive directors and
executives at all levels of the Company. The Nomination & Remuneration committee has
been assigned to approve and settle the remuneration package with optimum blending of
monetary and nonmonetary outlay.
During the year 01 (One) meeting of Nomination & Remuneration committee was held
during the year ended 31st March, 2022,i.e. on 18.02.2022.
Composition of Stakeholders Relationship Committee:
The terms of reference are in line with Section 178 of the Companies Act, 2013 and
Regulation 20 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
During the year 01 (One) meeting of a Stakeholders Relationship Committee was held
during the year ended 31st March, 2022, i.e. on 18.02.2022.
Following are the details and attendance of Directors during the Board Meetings as well
as its Committee:
| Sr. Name of Director No |
|
Attendance of Meetings of |
|
| Board of Directors |
Audit Committee |
Nomination & Remuneration Committee |
Stakeholders Relationship Committee |
Independent Director |
| 1. Rohit Madhav Sane |
17 |
NA |
NA |
1 |
NA |
| 2. Vidyut Bipin Ghag |
11 |
NA |
NA |
1 |
NA |
| 3. Ratnakar Rai |
11 |
1 |
1 |
1 |
1 |
| 4. Mahesh Kshirsagar |
1 |
1 |
1 |
1 |
1 |
| 5. Sushrut Dambal |
1 |
1 |
1 |
1 |
1 |
Related Party Transactions:
All contracts/ arrangements/ transactions entered by the Company during the FY 2021-22
with related parties were on an arms length basis and in the ordinary course of business.
Brief of Related Party Transactions pursuant to Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014 are attached in Form AOC-2 as Annexure-2.
Corporate Governance:
Your company being responsible corporate citizen provides utmost importance to best
Corporate Governance practices and always works in the best interest of its stakeholders.
Your company has incorporated the appropriate standards for corporate governance. Pursuant
to Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, The Company is not obligated to comply with provisions of certain
regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Risk Management:
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified are systematically addressed
through mitigating actions on a continuing basis. These are discussed at the Meetings of
the Audit Committee and the Board of Director of the Company.
Directors and Key Managerial Personnel:
In accordance with the Provisions of Section 152 & 203 of the Companies Act, 2013
and in terms of the Articles of Association of the Company, Following changes in
composition of Board of Director during the Financial Year:
| S r . Name of Director/KMP No. |
Designation (Appointment/ Cessation/ Change in Designation) |
Date of Appointment/ Cessation/Change in Designation |
| 1. Dr. Rohit Sane |
Managing Director(Reappointment) |
15.04.2021 |
| 2. Mr. Pranit Ponkshe |
Company Secretary (Appointment) |
10.05.2021 |
| 3. Mr. Ratnakar Rai |
Additional Director (Appointment) |
01.09.2021 |
| 4. Dr. Vidyut Ghag |
Additional Director (Appointment) |
01.09.2021 |
| 5. Mr. Yogesh Khakre |
Additional Director (Appointment) |
01.09.2021 |
| 6. Mr. Darshan Shah |
Chief Financial Officer (Appointment) |
01.09.2021 |
| 7. Mr. Ratnakar Rai |
Independent Director (Change in Designation) |
13.09.2021 |
| 8. Dr. Vidyut Ghag |
Whole Time Director (Change in Designation) |
13.09.2021 |
| 9. Mr. Yogesh Khakre |
Additional Director (Cessation) |
13.09.2021 |
| 10. Mr. Pranit Ponkshe |
Company Secretary (Cessation) |
28.09.2021 |
| 11. Mr. Shriram Bal |
Director (Cessation) |
23.10.2021 |
| 12. Dr. Rohit Sane |
Managing Director & CEO (Appointment as CEO) |
01.11.2021 |
| 13. Dr. Mahesh Kshirsagar |
Additional Director (Appointment) |
01.11.2021 |
| 14. Dr. Sushrut Dambal |
Additional Director (Appointment) |
01.11.2021 |
| 15. Mr. Abhishek Deshpande |
Company Secretary (Appointment) |
02.11.2021 |
| 16. Dr. Mahesh Kshirsagar |
Independent Director (Change in Designation) |
19.11.2021 |
| 17. Dr. Sushrut Dambal |
Independent Director (Change in Designation) |
19.11.2021 |
Statement on Declaration Given by Independent Directors:
All Independent Directors have given declarations that they comply the criteria of
Independence as laid down under Section 149(6) of the Companies Act, 2013 and as per SEBI
(LODR) Regulations, 2015.
Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 the Nomination and Remuneration Committee has
carried out an Annual Performance Evaluation of the Board and of the Individual Directors
has been made.
During the year, the Evaluation cycle was completed by the Company internally which
included the evaluation of the Board as a whole, Board Committees and Directors. The
Evaluation process focused on various aspects of the Board and Committees functioning such
as composition of the Board and Committees, experience, performance of duties and
governance issues etc. Separate exercise was carried out to evaluate the performance of
individual Directors on parameters such as contribution, independent judgment and guidance
and support provided to the Management.
The results of the evaluation were shared with the Board, Chairman of respective
Committees and individual Directors. Remuneration Policy:
The Board of Directors on there commendation of the Nomination & Remuneration
Committee has framed a Policy for Directors, Key Managerial Personnel and other Senior
Managerial Personnel of the Company, in accordance with the requirements of the provisions
of Section 178 of the Companies Act, 2013 and Listing Regulations. The website link for
the policy is - https://
madhavbauq.orq/wp-content/uploads/2022/04/Nomination-and-Remuneration-Policv.pdf
Auditors:
Statutory Auditor:
The Companys Statutory Auditor M/s A. A. Mohare & Co, Chartered Accountants,
Dombivali (Firm Registration No. 114152W) was appointed in the Annual General Meeting held
on 13th September 2021 for a term of 5 years to hold office till the conclusion
of AGM of the Company to be held in the year 2026.
Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from
time to time, the Statutory Auditors have not reported any incident of fraud to the Audit
Committee during the year under review.
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 has
appointed M/s. Deep Shukla & Associates, Company Secretary in Practice to undertake
the Secretarial Audit for F.Y 2021-22.
The secretarial audit report does not contain any qualifications, reservations, or
adverse remarks or disclaimer. The said report is attached to this report Annexure-3.
Internal Auditor:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, the Board based on the Recommendation of Audit Committee,
appointed M/s Khare Deshmukh & Co, Chartered Accountants (FRN:116141W), Pune as
Internal Auditor of the Company for conducting internal audit of the Company for F.Y
2021-22.
Disclosure under Schedule V(F) Of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015:
Your Company does not have any unclaimed shares issued in physical form pursuant to
public issue/Right issue.
Subsidiary and Associate Companies:
Subsidiary Company- Joint Healing Services Private Limited (Percentage of
Holding-99%)Associate Company- Nil
A statement containing salient features of the financial statements of Companys
Subsidiary is given in the prescribed Form AOC-1 as an Annexure-4
Deposits:
During the period under review, the Company had not accepted any fixed deposits with
the meaning of Section 73 to 76 of the Companies Act, 2013.
Loans, Guarantees or Investments:
The Company has not given any loan or provided any guarantee or security in favor of
other parties and has also not made any investment of its fund with any other party during
the year under Section 186 of Companies Act, 2013.
Material Changes and Commitments between the Date of the Balance Sheet and The Date of
Report:
There have no material changes and commitments affecting the financial position of the
Company which have occurred between the date of the Balance Sheet and the date of this
Report.
Significant and Material Orders Passed by the Regulators or Courts or Tribunals:
There are no any significant and material orders passed by the Regulators/ Courts which
would impact the going concern status of the Company and its future operations.
Energy Conservation, Technology, Absorption and Foreign Exchange Earnings and Outgo:
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
(a) Conservation of Energy:
We continue to strengthen our energy conservation efforts. We are always in lookout for
energy efficient measures for operation, and value conservation of energy through usage of
latest technologies for quality of services. Although the equipments used by the Company
are not energy sensitive by their very nature, still the Company is making best possible
efforts for conservation of energy, which assures that the computers and all other
equipments purchased by the Company strictly adhere to environmental standards, and they
make optimum utilization of energy.
(b) Absorption of Technology:
In this era of competition, in order to maintain and increase the clients and
customers, we need to provide best quality services to our clients and customers at
minimum cost, which is not possible without innovation, and adapting to the latest
technology available in the market for providing the services.
(c) Foreign Exchange Earnings and Outgo:
Foreign Exchange Earnings -Foreign Exchange Outgo 51.34 Lakhs
(d) Research & Development:
The Company believes that in order to improve the quality and standards of services,
the Company should have a progressive Research and Development Process, which should keep
on increasing along with the scale of operations of the Company.
Statement Pursuant to Section 197(12) Of the Companies Act, 2013 Read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided in this Report as Annexure-5 which
forms a part of this Report.
Familiarization Programme for Independent Directors:
The Board members are provided with necessary documents/brochures, reports and internal
policies to enable them to familiarize with the Companys procedures and practices, the
website link is available at - https://madhavbaug.org/wp-content/
uploads/2022/04/Familiarization-on-Statutory-Updates.pdf
Internal Financial Controls:
The Company has put in place an adequate system of internal financial controls with
respect to the Financial Statement and commensurate with its size and nature of business
which helps in ensuring the orderly and efficient conduct of business. No reportable
material weakness in the operation was observed.
Vigil Mechanism/Whistle Blower Policy:
The Company has formulated and published a Whistle Blower Policy to provide Vigil
Mechanism for employees including directors of the Company to report genuine concerns. The
provisions of this policy are in line with the provisions of the Section 177(9) of the Act
and as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
Obligation of Your Company under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:
The Company has zero tolerance for sexual harassment at 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. The below table provides
details of complaints received/disposed during financial year 2021-22:
| Number of complaints at the beginning of the financial year |
:Nil |
| No. of complaints filed during the financial year |
:Nil |
| No. of complaints disposed during the financial year |
:Nil |
| No. of complaints pending at the end of the financial year |
:Nil |
Directors Responsibility Statement:
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, your Directors confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures.
ii. They 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 end of the financial year and of the profit
and loss of the Company for that period;
iii. They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
iv. They have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively ; and
vi. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Compliance of Secretarial Standards-1 and 2:
Your Directors confirms that pursuant to Section 118(10) of the Companies Act, 2013,
applicable Secretarial Standards, i.e. SS-1and SS- 2, pertaining to Meeting of Board of
Directors and General Meetings, respectively specified by the Institute of Company
secretaries of India (ICSI) have been duly complied by the Company.
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards and that such systems are adequate and operating
effectively.
ceo and CFO Certification:
Chief Executive Director and the Chief Financial Officer of the Company give annual
certification on financial reporting and internal controls to the Board in terms of
Regulation 17 (8) of the Listing Obligations. The Chief Executive Director and the Chief
Financial Officer also give quarterly certification on financial results while placing the
financial results before the Board in terms of Regulation 33(2) of the Listing
Regulations. The Annual Certificate given by Chief Executive Officer and the Chief
Financial Officer is attached in Annexure-6
Covid-19 Impact on Business:
Due to unprecedented 2nd wave outbreak of COVID-19 pandemic in the initial
months of Financial year, world has come to stand still, affecting the operations of
business and productivity of the organisation. However, increase in awareness of digital
platform (s) allowing workforce to work from home. Working from Home model has enabled
your company to minimize expenses like travel cost and other operational cost.
Resultantly, Company with strong business continuity plan during pandemic, operated
without break down during this period, considering the same, Management is of opinion
there was no significant impact on the revenue and profits of the company during the
reporting period.
Acknowledgement:
Your company wishes to place this on record with appreciation to all Employees,
Investors, vendors and Bankers for their continued support during the year. We are
grateful to the various authorities like Tax Departments of Central and State Departments,
Tax authorities, Ministry of Corporate Affairs and the National Stock Exchange of India
Limited for their continued cooperation. We place on record our appreciation of the
contribution made by our employees at all levels. Our consistent growth was made possible
by their hard work, solidarity, cooperation and support.
|
For and on Behalf of the Board of Directors of Vaidya
Sane Ayurved Laboratories Limited |
|
Rohit Sane |
Vidyut Ghag |
|
Managing Director & CEO |
Whole Time Director |
| Thane, 04th May 2022 |
(DIN:00679851) |
(DIN:09299252) |
+91-9892691696
