The Members,
Welcure Drugs & Pharmaceuticals Ltd.
The Board hereby presents the 31st Annual Report together with Audited
Financial Statements comprising Balance Sheet, the statement of Profit and Loss (including
other comprehensive income), the cash flow statement and the statement of changes in
Equity of the Company and Auditors Report for the Financial Year ended 31st
March, 2023 in terms of Section 134(3) of Companies Act, 2013.
FINANCIAL SUMMARY OF THE COMPANY
The performance of the Company for the financial year ended on 31st March, 2023 is
summarized below:
| Particulars |
Year ended |
Year ended |
|
31.03.2023 (In |
31.03.2022 (In |
|
Lacs) |
Lacs) |
| Income (Gross) |
23.71 |
10.50 |
| Expenditure |
13.22 |
8.14 |
| Profit/(Loss) before Exceptional and extraordinacry Items and tax |
10.17 |
2.36 |
| Less:- Tax Expense |
|
|
| Current Tax/Mat |
- |
- |
|
- |
- |
| Deferred Tax Adjustment-Cr/Dr) |
- |
- |
| Tax Adjustments for Earlier Year |
|
|
| Profit/ (Loss) after Tax |
10.17 |
2.36 |
MEETINGS OF THE BOARD & COMMITTEES
A tentative calendar of Meeting is prepared and circulated well in advance to the
Directors. The intervening gap between the meetings was within the period prescribed under
the Companies Act, 2013, Secretarial Standard - 1 and Listing Regulations. During the year
ended March 31, 2023, the Board met 8 times. The details of Board/committee meetings and
the attendance of Directors are provided in the Corporate Governance Report, which forms a
part of this Report.
Further, all the recommendations of Audit Committee were accepted by the Board of
Directors.
30th Annual General Meeting of the Company for the financial year 2021-22
was held on 27.06.2022
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3) (c) of the Companies Act, 2013 with
respect to Directors’ Responsibility Statement, your Directors hereby confirm 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) The directors had 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;
c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The director had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively; for
ensuring the orderly and efficient conduct of business, including adherence to
company’s policies, the safeguarding its assets, prevention and detention of frauds
and errors, the accuracy and completeness of accounting records, and the timely
preparation of reliable financial information.
f) The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
g) 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.
DETAILS IN RESPECT OF FRAUD
In terms of provisions of section 134(3) (ca) no fraud was reported by auditors under
section 143(12) of the Companies Act, 2013.
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet the criteria of
independence as provided under Section 149 of the Act and Regulation 16(1) (b) of the
Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force). The Independent Directors have also confirmed that they have
complied with the Company’s code of conduct.
AUDIT OBSERVATIONS
(i) Statutory Auditor:
No qualifications, reservation or adverse remarks or disclaimer was made by the auditor
in his audit report
(ii) Secretarial Auditor:
No qualifications, reservation or adverse remarks or disclaimer was made by the
secretarial auditor in his audit report.
LOANS, GUARANTEES AND INVESTMENTS:
The Company has given Loan or Guarantee or made Investment under Section 186 within the
limits specified under Sec 186(2) of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES:
There were no related party transactions during the year as specified under section 188
of Companies Act, 2013. However, sitting fee of total Rs. 22,000/- was paid to
non-executive directors, during the financial year 2022-23 for attending Audit Committee
meetings and Board Meetings of the Company. Director Remuneration of Rs. 76,000 was paid
to Shri Sudhir Chandra. No remuneration or sitting fee was paid to D.C. Jain, Promoter
& Director of the Company.
STATE OF AFFAIRS- AUDITED IND AS FINANCIAL STATEMENTS
During the Financial Year 2022-23, the total revenue (including other income) was Rs.
23.71 Lakhs (Rs. 10.50 Lakhs in the previous year), and had a net Profit after tax of Rs.
10.17 lakhs as against the Profit of Rs.2.36 lakhs in previous year.
i) Reserves
The net profit/loss after tax of Rs. 10.17/- lakhs have been retained in the profit
& loss account and has been carried forward to the Balance sheet accordingly.
ii) Dividend
Further, no dividend was proposed to be declared during the period under review.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments occurred, which may affect the financial position
of the Company; between the end of the financial year of the Company to which the
financial statements relate and the date of the report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
a. Conservation of energy
Company has no manufacturing operations; therefore, provisions relating to disclosure
of conservation of energy are not applicable to the Company.
b. Technology absorption
During the year under review no new technology was absorbed and no expenditure was
incurred on Research & Development.
c. Foreign exchange earnings and outgo
Foreign exchange earnings and outgo were nil during the current year.
RISK MANAGEMENT
The Company has well defined process to ensure risks are identified and steps to treat
them are put in place at the right level in the management. The operating managers are
responsible for identifying and putting in place mitigation plan for operational and
process risks. Key strategic and business risks are identified and managed by the
Directors in the organization.
The Company’s approach to addressing business risks is comprehensive and includes
periodic review of such risks and has established a framework for mitigating controls and
reporting mechanism of such risks. Some of the risks that the Company is exposed to are:
(i) Financial Risk (ii) Regulatory Risks (iii) Human Resources Risks (iv) Strategic Risks
CORPORATE SOCIAL RESPONSIBILITY
During the year under review, the Net Worth of the Company is less than Rs. 500.00
crore; turnover is less than Rs.1000.00 crore; and net profit is less than Rs. 5.00 crore;
therefore constitution of corporate Social Responsibility Committee is not applicable in
terms of section 135(1) of the Companies Act, 2013.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued
thereunder, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI
dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation
of the annual performance of the Directors/Board/Committees was carried out for the
Financial Year 2022-23. A statement on annual evaluation by the
Board of its performance and performance of its Committees as well as Individual
Directors forms part of the Corporate Governance Report.
CHANGE IN NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the
Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, following changes took place in the composition of Board
of Directors:
1. Re-appointment of Mr. Sudhir Chandra as a Managing Director of the Company w.e.f
27.06.2022 and Re-appointment of Mohammad Shahbaz Alam w.e.f 27.06.2022.
2. Mr. Gagan Juneja and Mohammad Shahbaz Alam has resigned from the post of
Directorship w.e.f. 01.09.2022.
3. Mr. Vishal Mehra was appointed as Chief Financial Officer w.e.f 01.09.2022. Further,
Mr. Rajeev Mehra and Ms. Sitaben S Patel was appointed as Additional Director under
category of Non-Executive Independent Director on 01.09.2022, who shall be eligible for
re-appointment as per Section 152 and other applicable provisions of the Act or Listing
Regulations, subject to the approval of the shareholders.
4. Mr. Sudhir Chandra and Mr. Dharam chand Jain has resigned from the post of
Directorship w.e.f. 08.10.2022. Further, Ms. Mitashi Bisaria has resigned from the post of
Directorship as well as from the post of Company Secretary w.e.f 08.10.2022.
5. Mr. Vishal Mehra was appointed as Additional Director w.e.f 08.10.2022 and
consequently got appointed as Managing Director of the Company by Changing his Designation
on the same date. Further, Mr. Mayank Bhandari was appointed as Additional Director under
category of Non-Executive Independent Director on 08.10.2022, who shall be eligible for
reappointment as per Section 152 and other applicable provisions of the Act or Listing
Regulations, subject to the approval of the shareholders.
6. Mr. Manowar Ali has been appointed as Whole-Time Company Secretary (Key Managerial
Personnel) of the Company w.e.f 22.10.2022.
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Vishal
Mehra, Director (DIN 09717741), will retire at the ensuing Annual General Meeting and
being eligible and offered herself for re-appointment. The Board recommends the
re-appointment in the ensuing Annual General Meeting.
Apart from above no changes were done in the constitution of the Board of Company.
CHANGE IN COMPANY SECRETARY & COMPLIANCE OFFICER
Ms. Mitashi Bisaria (Membership Number: A47454) who was appointed by Board of Director
as Company Secretary cum Compliance Officer, resigned from such post w.e.f. 08th
October, 2022.
Mr. Manowar Ali (Membership Number: A55140) has been appointed by Board of Director as
Company Secretary cum Compliance Officer w.e.f 22nd October, 2022.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
During the period under review no Company became or ceased to be its subsidiaries,
joint venture or associate company.
FIXED DEPOSITS UNDER CHAPTER V
The Company has not accepted any deposit from its Directors, employees or general
public during the year; and there is no unpaid or unclaimed deposit at the end of the
year.
MATERIAL COURT ORDERS PASSED
During the year no material order was passed by any regulators, tribunals or courts
which impacts the going concern & company’s operations in future.
DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has put in place adequate internal financial controls over financial
reporting. These are reviewed periodically and made part of work instructions or processes
in the Company. The Company continuously tries to automate these controls to increase its
reliability. This ensures orderly and efficient conduct of its business, including
adherence to the Company’s policies, safeguarding of its assets, prevention of
errors, accuracy and completeness of the accounting records and the timely preparation of
reliable financial information.
The internal financial controls with reference to the financial statements were
adequate and operating effectively.
PREVENTION OF SEXUAL HARASSMENT:
Yours Directors state that during the period under review, there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
DISQUALIFICATIONS OF DIRECTORS
Pursuant to Section 164 of the Companies Act, 2013, no director has incurred any
disqualification on account of non-compliance with any of the provisions of the Act.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Board of Directors has formulated a Whistle Blower Policy which is in compliance
with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of
the Listing Regulations. The Policy ensures that strict confidentiality is maintained
whilst dealing with concerns and also that no discrimination will be mated out to any
person for a genuinely raised concern. The details of Vigil Mechanism (Whistle Blower
Policy) adopted by the Company have been disclosed in the Corporate Governance Report
attached to this report and form an integral part of this report.
MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis Report, as stipulated under the Listing Regulations
is presented in a separate Section forming part of this Annual Report as "Annexure
A"
CORPORATE GOVERNANCE
In compliance with Regulation 34 of the Listing Regulations, a separate report on
Corporate Governance along with a certificate from the Auditors on its compliance forms an
integral part of this report as "Annexure B"
A certificate from the Practising Company Secretary confirming compliance of conditions
of Corporate Governance as stipulated in Part E of the Schedule V of the Listing
Regulations is annexed to the Corporate Governance Report.
STATUTORY AUDITORS:
M/s V.P. Gupta & Co. (FRN-000699N), Chartered Accountants, were appointment as
statutory auditors of the Company from the conclusion of 28th Annual General
Meeting till the conclusion of 33rd Annual General Meeting for the period of 5
years to audit the accounts of the Company from the financial year 2020-21 to 2024-25.
Every year Company has received the certificate that they are eligible to be continued and
not disqualified in accordance with the provisions of the Companies Act, 2013.
Further, the Notes to Accounts referred to in the Auditors’ Report are
self-explanatory and therefore do not call for any further comments. The Auditors’
report does not contain any qualification, reservation or adverse remark.
*Change in Statutory Auditor: M/s V. P Gupta & Co. has resigned from the post of
Statutory Auditor of the Company.
SECRETARIAL AUDITOR
As per the Provisions of Section 204(1) read with Rule 9 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, your Company has been carrying out
audit of its secretarial records.
V Kumar and Associates, Company Secretary in practice had been appointed as Secretarial
Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2022-23
The Secretarial Audit Report in Form MR-3 obtained from V Kumar and Associates, for the
said financial year is annexed herewith and forms part of this report as
"Annexure C".
The secretarial report is self-explanatory and any observation, qualification are duly
responded by the Company within the timeframe.
*Change in Secretarial Auditor: M/s A.K. Nandwani & Associates has resigned from
the post of Secretarial Auditor of the Company.
INTERNAL AUDITOR
As per the Provisions of section 138 read with Rule 13 of The Companies (Accounts)
Rules, 2014, with regard to Internal Audit, Manish Gupta (Chartered Accountant), was
appointed as Internal auditor of the Company to audit the accounts for the financial year
2023-24.
SHIFTING OF REGISTERED OFFICE
During the year under review, the Company has shifted its registered office from B-
9& 10, Laxmi Towers LSC, C-Block, Saraswati Vihar Delhi-110034 to 33/36 Basement
(Back side), West Patel Nagar, near Ram Jass Ground, Delhi- 110008.
LISTING FEE OF SHARES
The shares of the company are listed on a recognized stock exchange- ‘Bombay Stock
Exchange’ and up to date Listing Fee is paid.
DISCLOSURE UNDER SECTION 148 OF COMPANIES ACT, 2013:
Company is not required to maintain the cost records and accounts as specified under
section 148 of Companies Act, 2013 as it not applicable on the Company.
PARTICULAR OF EMPLOYEES:
Details as required under the provisions of Section 197(12) of the Companies Act, 2013,
read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, will made available to the shareholders on their
request.
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 Designated Persons and their immediate relatives.
The Code requires pre-clearance for dealing in the Company’s shares and prohibits the
purchase or sale of Company shares by the Designated Persons and their immediate relatives
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
implementation of the Code.
APPOINTMENT AND REMUNERATION POLICY
Your Directors had stated that the Company has framed a proper Appointment and
Remuneration Policy defining its composition, authority, responsibility and reporting
functions and such other information as required pursuant to Section 178 of the Companies
Act, 2013.
SECRETARIAL STANDARD OF ICSI
The Company has complied with the Secretarial Standard-1 on ‘Meetings of the Board
of Directors’ and Secretarial Standard-2 on ‘General Meetings’ issued by
the
Institute of Company Secretaries of India.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The Company was not required to transfer any amount to the Investor Education and
Protection Fund during the year under review.
|
Sd/- |
Sd/- |
| Place: New Delhi |
Vishal Mehra |
Rajeev Mehra |
|
Managing Director |
Director |
| Date: 04.09.2023 |
DIN: 09717741 |
DIN: 08430959 |
+91-9892691696
