To,
The Members,
M/s. Desh Rakshak Aushdhalaya Limited
Your Directors have the pleasure of presenting the 43rd Annual Report
of the Company on the business and operations of the Company, together with Audited
Statement of Accounts for the year ended March 31, 2024.
1. FINANCIAL RESULTS:
| Particulars |
2023-2024 |
2022-2023 |
| Revenue from operations including other income |
6,02,99,695 |
61,829,914 |
| Total Expenses |
5,53,24,100 |
5,70,23,573 |
| Profit before tax |
50,65,594 |
48,06,340 |
| Tax Expense: |
|
|
| Current Tax |
7,90,233 |
7,49,789 |
| Profit /(Loss) after tax |
42,75,361 |
40,56,551 |
| Profit for Appropriation Sub Total (A) |
42,75,361 |
40,56,551 |
| Transfer to General Reserve |
42,75,361 |
40,56,551 |
| Proposed Dividend |
0 |
0 |
| Tax on Dividend |
0 |
0 |
| Sub Total (B) |
42,75,361 |
40,56,551 |
2. COMPANY S PERFORMANCE AND OPERATION:
The Total Revenue for the financial year under review was Rs.
6,02,99,695 as against Rs. 6,18,29,914 for the previous financial year registering
decrease of revenue.
The profit before tax is Rs. 50,65,594 and the profit after tax is Rs.
42,75,361 for the financial year under review as against Rs. 48,06,340 and Rs. 40,56,551
respectively reported for the previous financial year.
There were no material changes and commitments affecting the financial
position of the Company, between the end of the financial year and the date of this
Report.
3. DIVIDEND:
Your directors have not recommended any dividend on equity shares for
the year under review. As mentioned earlier, the directors are not recommending any
dividend for the year under review.
4. CORPORATE SOCIAL RESPONSIBILITY:
The Company has not developed and implemented any Corporate Social
Responsibility initiatives, as the provisions of Section 135 of the Companies Act, 2013
are not applicable to the company.
5. DEPOSITS:
The Company has not accepted any deposits from public under Chapter V
of the Companies Act, 2013, during the financial year under review.
6. SHARE CAPITAL
The present Authorized Share Capital of the Company is Rs. 100,000,000
/- (Rupees Ten Crore Only) divided into 10,000,000 (Rupees One Crore) Equity Shares of
Rs.10/- each.
The paid-up equity share capital as on 31st March 2024 is Rs.
44,383,240/- (Rupees Four Crores Forty Three Lakhs Eighty Three Thousand Two Hundred and
Forty Only) divided into 44,38,324 (Forty Four Lakhs Thirty Eight Thousand Three Hundred
and Twenty Four) equity shares of face value of Rs. 10/- each as on March 31, 2024.
There was no public issue, rights issue, bonus issue or preferential
issue, etc. during the year. The Company has not issued shares with differential voting
rights, sweat equity shares, nor has initiated any stock options.
7. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
DURING THE PERIOD UNDER REPORT:
The company does not have any subsidiary, associate and joint venture
companies. There are no companies have become or ceased to be the companies Subsidiaries,
joint ventures or associate companies during the year;
8. FINANCIAL STATEMENT:
Full version of the Annual Report 2023-24 containing complete Balance
Sheet, Statement of Profit & Loss, other statements and notes thereto, prepared as per
the requirements of Schedule III to the
Companies Act, 2013, Directors‘ Report (including Management
Discussion and Analysis) are being sent and Full version of Annual Report 2023-24 is also
available for inspection at the registered office of the Company during working hours up
to the date of ensuing Annual General Meeting (AGM). It is also available at the Company`s
website at www.deshrakshak.in.
9. TRANSFER TO RESERVES:
The Company has transferred Rs 42,75,361 to reserves for the year under
scrutiny and aggregate balance of reserves and surplus is Rs 4,81,54,051.
10. STATUTORY AUDITORS:
M/s. Sudhanshu Jain & Associates, Chartered Accountants, were
appointed as Statutory Auditors of the company at the Annual General Meeting (?AGM ) held
on 23rd, September, 2017, for a term of five consecutive years till the conclusion of 41st
Annual General Meeting held in 2022, for a term of 5 (five) year. The tenure of M/s
Sudhanshu Jain & Associates completed in the 41st AGM.
Based on recommendations of the Audit Committee and the Board of
Directors, the members in the 41st AGM held on September 17, 2023, approved the
appointment of Anil Jain and Co, as the Statutory Auditors of the Company for a term of 5
(five) years i.e. from the conclusion of 41st AGM till the conclusion of 46th AGM to be
held in the year 2027.
The statutory auditors report is annexed to this annual report. There
are no adverse remarks on disclosure by the statutory auditors in their report. They have
not reported any incident of fraud to the Audit Committee of the Company during the year
under review.
The Report given by the Auditors on the financial statement of the
Company is part of this Report. There has been no qualification, reservation, adverse
remark or disclaimer given by the Auditors in their Report.
11. LISTING FEES:
Equity Shares of your Company are listed on BSE Limited. Your Company
has paid the required listing fees to Stock Exchange.
12. INTERNAL AUDITORS:
The Company appointed Internal Auditor to conduct Internal audit of the
accounts maintained by the Company, for the financial year 2023-24 and 2024-25.
There was no qualification, reservation or adverse remark made by the
Internal Auditors in their report.
13. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors appointed M/s. R.C. Sharma & Associates, Company Secretaries (C.P.No.7957)
as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year
ended 31st March 2024. The Secretarial Audit Report issued by M/s. R.C. Sharma &
Associates, Practicing Company Secretaries, in Form MR-3 is annexed to this
Board‘s Report as Annexure-E.
The Board of Directors have appointed M/s. R.C. Sharma &
Associates, Practicing Company Secretaries, as Secretarial Auditors for the financial
year 2024-2025.
The Secretarial Audit Report made by practicing company secretary
contains no qualification, reservation or adverse remark.
14. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY
AUDITOR AND SECRETARIAL AUDITOR IN AUDIT REPORT AND SECRETARIAL AUDIT REPORT:
The audit report and secretarial report contains no qualification,
reservation, disclaimer or adverse remark and hence not required for explanations or
comments by the board.
15. STATE OF COMPANY S AFFAIRS:
The Company is engaged in the activities of Ayurvedic Medicines.
16. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2)
OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014:
None of the employee of your company, who was employed throughout the
financial year, was in receipt of remuneration in aggregate of rupees one crore and two
lakhs‘ rupees or more or if employed for the part of the financial year was in
receipt of remuneration of rupees Eight lakhs and fifty thousand rupees per month and if
employed throughout the financial year or part thereof, was in receipt of remuneration in
that year which, in the aggregate, or as the case be may be, at a rate which, in the
aggregate, is in excess of that drawn by the managing director or whole-time director.
17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of
the company have occurred between the end of the financial year of the company to which
the financial statements relate and the date of this report.
17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY S OPERATION IN
FUTURE:
There are no significant and material orders were passed by the
regulators or courts or tribunals which affect the going concern status and future
operation of the Company. Hence, disclosure pursuant to Rule 8(5) (vii) of the Companies
(Accounts) Rules, 2014 is not required.
18. REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection, appointment and remuneration of Employees,
Directors and KMPs including criteria for determining qualifications, positive attributes,
independence of directors and is also available in the website of the company at
www.deshrakshak.in
Policy for Remuneration to Directors/Key Managerial Personnel
i. Remuneration to Managing Director/Whole-time Directors:
(a) The Remuneration/Commission etc. to be paid to Managing Director /
Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013
and rules made there under or any other enactment for the time being in force and the
approvals obtained from the Members of the Company.
(b) The Nomination & Remuneration Committee shall make such
recommendations to the Board of Directors, as it may consider appropriate with regard to
remuneration to Managing Director/Whole-time Directors.
ii. Remuneration to Non-Executive/Independent Directors:
(a) The Non-Executive/Independent Directors may receive sitting fees
and such other remuneration as permissible under the provisions of the Companies Act,
2013.
(b) All remuneration of the Non-Executive/Independent Directors
(excluding remuneration for attending meetings as prescribed under Section 197(5) of the
Companies Act, 2013) shall be subject to ceiling/limits as provided under the Companies
Act, 2013 and rules made there under or any other enactment for the time being in force.
The amount of such remuneration shall be such as may be recommended by the Nomination and
Remuneration Committee and approved by the Board of Directors or shareholders, as the case
may be.
(c) An Independent Director shall not be eligible to get Stock Options
and shall also not be eligible to participate in any share based payment schemes of the
Company.
(d) Any remuneration paid to Non-Executive/ Independent Directors for
services rendered which are of professional nature shall not be considered as part of the
remuneration for the purposes of clause (b) above if the following conditions are
satisfied:
- The Services are rendered by such Director in his capacity as the
professional; and
- In the opinion of the Nomination and Remuneration Committee, the
Director possesses the requisite qualification for the practice of that profession.
iii. Remuneration to Key Managerial Personnel:
(a) The remuneration to Key Managerial Personnel shall consist of fixed
pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with
the Company‘s Policy.
(b) The Fixed pay shall include monthly remuneration, employer‘s
contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as
decided from time to time in accordance with the Company‘s Policy.
Remuneration paid to Non-Executive Directors and Executive Directors
No sitting fees were paid to non-executive non-independent Directors as
they have waived their entitlement for the same.
Non-executive Directors of a company‘s Board of Directors add
substantial value to the Company through their contribution to the Management of the
Company. In addition they also play an appropriate control role.
19. EXTRACT OF ANNUAL RETURN:
Pursuant to sub-section 3 (a) of Section 134 and sub-section (3) of
Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return as at 31st March, 2024 has been placed in
the company‘s website at https://www.deshrakshak.in.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013:
All transactions entered with Related Parties for the year under review
were on arm‘s length basis and in the ordinary course of business. There are no
material related party transactions during the year under review with the Promoters,
Directors or Key Managerial Personnel. The Company has developed a Related Party
Transactions framework through standard operation procedures for the purpose of
identification and monitoring of such transactions. All Related Party Transactions are
placed before the Audit Committee as also to be Board for approval. 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 disclosed in Form No.AOC-2
and is set out as ANNEXURE -F and forms part of this report.
21. CORPORATE GOVERNANCE:
- Corporate Governance stipulated in Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to
the Company as paid up Equity Share capital not exceeding rupees ten crores and net worth
not exceeding rupees Twenty-Five Crores, as on the last date of the previous financial
year and the specific certificate to this effect has been obtained by the Company &
kept on its records so therefore the compliance of furnishing Corporate Governance
Report under Regulation 27(2) read with Schedule V of the Securities Exchange Board of
India (Listing Obligations & Disclosure Requirements) Regulations, 2015 is not
applicable to the Company. Whenever this regulation becomes applicable to the Company
at a later date, the Company will comply with the requirements of those regulations within
six months from the date on which the provisions become applicable to our Company.
- Declaration by the Managing Director, inter alia, confirming that the
members of Board of Directors have affirmed compliance with the code of conduct of the
Board of Directors, is attached as Annexure G and forms part of Annual report.
- Certificate of the Managing Director and Chief Financial Officer,
inter alia, confirming the correctness of the financial statements, compliance with
Company s Code of Conduct, adequacy of the Internal Control measures and reporting of
matters to the Audit Committee in terms of Securities Exchange and Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is attached as Annexure H‘
and forms part of Annual report.
22. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
- DIRECTOR LIABLE BY ROTATION:
In accordance with section 152 of the Companies Act, 2013 Mrs. Bhumika
Prawani (DIN: 09732792), non-executive director in professional capacity of the
company shall be liable to retire by rotation at the ensuing Annual General Meeting and
being eligible, she offers herself for reappointment. The Additional information as
required under Regulation 36(3) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 is
annexed as Annexure-A.
- CHANGES IN KEY MANAGERIAL PERSONNEL AND DIRECTORS:
The appointment of Key Managerial Personnel is mandatory as per Section
203 of the Companies Act, 2013 as the company fall in the limits as prescribed under
section 203 of Companies Act 2013.
The existing composition of the Company's board is fully in conformity
with the applicable provisions of the Companies Act 2013.
CHANGES DURING THE FINANCIAL YEAR (2023-2024):
| Name |
Designation |
Date |
Appointment/Re- appointment/Resignatio n/Change in
Designation |
| Mr. Tosh Kumar Jain |
Chairman and Managing Director |
29.09.2023 |
Re-appointment |
| Mrs. Shruti Gupta |
Independent Director |
29.09.2023 |
Redesignation |
| Mrs. Bhumika Parwani |
Non-Executive Director in professional capacity |
29.09.2023 |
Appointment |
In accordance with section 152 of the Companies Act, 2013 Mrs. Monika
Jain (DIN: 0343491), Whole-time director of the company retires by rotation in the
42nd Annual General Meeting of the company held on September 29, 2023 and appointed by the
members of the company in 42nd Annual General Meeting.
- DECLARATION BY THE INDEPEDNENT DIRECTORS:
All Independent Directors have submitted the declaration of
independence, pursuant to the provisions of Section 149(7) of the Companies Act, 2013
(?Act ) and Regulation 25(8) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations 2015, stating that they meet the
criteria of independence as provided in Section 149(6) of the Act and Regulations 16(1)(b)
of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations 2015, and they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that could impair or impact his/her ability
to discharge his/ her duties with an objective independent judgment and without any
external influence.
In compliance with Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014, all the Independent Directors (?ID ) of the
Company have registered themselves with the
India Institute of Corporate Affairs (IICA), Manesar and have included
their names in the databank of Independent Directors within the statutory timeline. They
have also confirmed that they will appear for the online proficiency test within a period
of one year, wherever applicable. Further, there has been no change in the circumstances
affecting their status as IDs of the Company.
23. FAMILIARIZATION/ ORIENTATION PROGRAMME FOR INDEPENDENT
DIRECTORS:
After the successful open offer completion and charge as taken by the
new Board members, the Independent Directors attended a Familiarization/ Orientation
Program as being inducted by the Board. The Company had devised the detailed framework for
the Familiarization Program and also approved the format of the formal letter of
appointment as required to be given to the Independent Directors, outlining their role,
function, duties and responsibilities.
24. SEPREATE MEETING OF INDEPENDENT DIRECTORS:
During the financial year ended March 31, 2024 the Independent
Directors held a separate meeting in compliance with the requirements of Schedule IV of
the Companies Act, 2013 and Regulation 25 of Securities of Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations, 2015 on 30.03.2024.
25. MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors of the Company met Six times during the
year on 29.05.2023, 12.08.2023, 25.08.2023, 05.09.2023, 08.11.2023 and 12.02.2024 in
respect of which proper notices were given and the proceedings were properly recorded,
signed and maintained in the Minutes book kept by the Company for the purpose. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013.
26. CONSTITUTION OF COMMITTEES:
AUDIT COMMITTEE:
The Audit Committee assists the Board in its responsibility of
overseeing the quality and integrity of the accounting, auditing and reporting practices
of the Company and its compliance with the legal and regulatory requirements. The terms of
reference of Audit Committee cover the areas mentioned under Section 177 of the Companies
Act, 2013. Pursuant to which, the details of composition, meetings of the Audit Committee
are as under:-
The company being a listed company falls under the criteria as defined
under section 177 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of
Board and its Powers) Rules, 2014. The company has duly constituted the Audit Committee
with Mrs. Shruti Gupta (Chairman), Independent Director, Mr. Tosh Kumar Jain (Member),
Managing Director, Mr. Mohit Kumar (Member), Independent Director of the company.
The Audit Committee met 6 times on 29.05.2023, 12.08.2023,
25.08.2023, 05.09.2023, 08.11.2023 and 12.02.2024 during the financial year ended
March 31, 2024.
There have been no instances of non-acceptance of any recommendations
of the Audit Committee by the Board during the financial year under review.
Additionally, during the financial year ended March 31, 2024 the
Independent Directors held a separate meeting in compliance with the requirements of
Schedule IV of the Companies Act, 2013 and Regulation 25 of Securities of Exchange Board
of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 on 30.03.2024.
NOMINATION & REMUNARATION COMMITTEE
The Board has a Nomination and Remuneration policy, which is generally
in line with the existing industry practice and applicable laws. The policy has been
displayed on the Company‘s website viz.www.deshrakshak.in.
The Nomination and Remuneration Committee assist the Board in
overseeing the method, criteria and quantum of compensation for directors and senior
management based on their performance and defined assessment criteria. The Committee
formulates the criteria for evaluation of the performance of Independent Directors &
the Board of Directors; identifying the persons who are qualified to become directors, and
who may be appointed in senior management and recommend to the Board their appointment and
removal. The terms of the reference of Nomination and Remuneration Committee covers the
areas mentioned under section 178 of the Companies Act, 2013. The company being a listed
company falls under the criteria as defined under section 178 of the Companies Act, 2013
and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. The company
has duly constituted the Nomination and Remuneration Committee with Mrs. Shruti Gupta
(Chairman), Independent Director, Mr. Mohit Kumar (Member), Independent Director, Mrs.
Bhumika Pawani, Member, Non Executive director of the company.
Pursuant to which the meetings of the Nomination & Remuneration
Committee are as under:
The nomination and remuneration committee met 4 times on 29.05.2023,
25.08.2023, 08.11.2023, and 05.02.2024 during the financial year ended March 31, 2024.
Members of the Committees discussed the matter placed and contributed valuable inputs on
the matters brought before.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee (Committee) is the Committee of
the Board of Directors. The main objective of this Committee is to consider and resolve
the grievances of security holders of the company. For listed companies the rights of
stakeholders play a very important role in the Corporate Governance of the Company. The
listed entity shall constitute a Stakeholders Relationship Committee to look into various
aspects of interest of shareholders, debenture holders and other security holders. The
company being a listed company falls under the criteria as defined under section 178 of
the Companies Act, 2013. The Board of Directors of a company which consists of more
than one thousand shareholders, debenture-holders, deposit-holders and any other
security holders at any time during a financial year shall constitute a Stakeholders
Relationship Committee. The company falls under the criteria as defined under section 178
of the Companies Act, 2013. The company has duly constituted the Stakeholders Relationship
Committee with Mrs. Shruti Gupta (Chairman), Independent Director, Mr. Arihant Kumar Jain
(Member), Whole-time Director, Mr. Mohit Kumar (Member), Independent Director of the
company.
The Stakeholders Relationship Committee met 4 times on 24.04.2023,
12.08.2023, 04.12.2023 and 11.03.2024 during the financial year ended March 31, 2024.
27. REPORTING OF FRAUDS:
There was no instance of fraud during the year under review, which
required the statutory auditors and secretarial auditors to report to the Audit Committee
and/or Board under section 143(12) of the Companies Act, 2013 and rules framed thereunder.
28. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:
During the financial year ended March 31, 2024, your Company has
complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.
29. ACCOUNTING STANDARDS:
The Company has prepared the Financial Statements for the year ended
31st March, 2024 as per Section 133 of the Companies Act, 2013, read with rule 7 of the
Companies (Accounts) Rules, 2014.
30. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the provisions of the
Companies Act, 2013 and the corporate governance requirements as prescribed by Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the Board composition
and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee (?NRC )
reviewed the performance of the individual directors on the basis of the criteria such as
the contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
In a separate meeting of Independent Directors, performance of
non-independent directors, performance of the board as a whole and performance of the
Chairman was evaluated, taking into account the views of executive directors and
non-executive directors. The same was discussed in the board meeting that followed the
meeting of the Independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
The performance evaluation of Independent Directors was done by the
entire Board and in the evaluation the Director who was subject to evaluation did not
participate. On the basis of performance evaluation done by the Board, it shall be
determined whether to extend or continue their term of appointment.
31. ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013, a formal annual
evaluation needs to be made by the Board of its own performance and that of its Committees
and individual directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of the independent directors shall be done by the entire Board of
Directors, excluding the director being evaluated. The Board works with the Nomination and
Remuneration Committee to lay down the evaluation criteria. The Board has carried out an
evaluation of its own performance, the directors individually as well as (including
chairman) the evaluation of the working of its Audit Committee, Nomination and
Remuneration Committee, Stakeholders‘ Relationship Committee of the Company.
The Board has devised questionnaire to evaluate the performances of
each of Executive, Non-Executive and Independent Directors. Such questions are prepared
considering the business of the Company and the expectations that the Board have from each
of the Directors. The evaluation framework for assessing the performance of Directors
comprises of the following key areas:
1. Attendance at the Board Meetings and Committee Meetings;
2. Quality of contribution to Board deliberations;
3. Strategic perspectives or inputs regarding future growth of Company
and its performance.
32. DIRECTORS' RESPONSIBILITY STATEMENT:
The Financial Statements are prepared in accordance with Indian
Accounting Standards (Ind AS) under the historical cost convention on accrual basis except
for certain financial instruments, which are measured at fair values, the provisions of
the Companies Act, 2013 (to the extent notified) and guidelines issued by the Securities
and Exchange Board of India (SEBI). The Ind-AS are prescribed under Section 133 of the
Companies Act, 2013 ( the Act‘), read with the Companies (Indian Accounting
Standards) Rules, 2015. The Company has adopted all IND-AS Standards and the adoption was
carried out in accordance with applicable transition guidance. Accounting policies have
been consistently applied except where a newly issued accounting standard is initially
adopted or a revision to an existing accounting standard requires a change in the
accounting policy hitherto in use.
As required under clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, Directors, to the best of their knowledge and belief, state that:
i. That in the preparation of the annual accounts for the financial
year ended 31st March 2024, the applicable Accounting Standards had been followed and that
there were no material departures;
ii. That the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were 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 the year under
review;
iii. That the directors 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; and
iv. That the directors had prepared the accountts for the financial
year ended 31st March 2024 on a "going concern basis .
v. the directors 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
vi. 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.
33. VIGIL MECHANISM:
As Per Regulation 22 (1) Of the Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations 2015 it is mandatory for
every listed company to formulate a vigil mechanism for directors and employees to report
genuine concern. According to section 177(10) of the Companies Act, 2013 it is mandatory
for the company to disclose the establishment of such mechanism on the website of the
company and in the Board‘s Report.
The Company has established a vigil mechanism, through a Whistle Blower
Policy, where Directors and employees can voice their genuine concerns or grievances about
any unethical or unacceptable business practice. A whistle-blowing mechanism not only
helps the Company in detection of fraud, but is also used as a corporate governance tool
leading to prevention and deterrence of misconduct.
It provides direct access to approach the Compliance Officer or the
Chairman of the Audit Committee, where necessary, in appropriate or exceptional cases by
the employees or directors of the Company. The Company ensures that genuine Whistle
Blowers are accorded complete protection from any kind of unfair treatment or
victimization.
34. RISK MANAGEMENT:
The Board of the Company has evaluated a risk management to monitor the
risk management plan for the Company. The audit committee has additional oversight in the
area of financial risks and controls. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuing basis.
Business Risk Evaluation and Management is an ongoing process within
the Organization. The Company has a robust risk management framework to identify, monitor
and minimize risks as also identify business opportunities. The Audit Committee and the
Board periodically review the risks and suggest steps to be taken to manage/ mitigate the
risk through a properly defined framework. During the year, no major risks were noticed,
which may threaten the existence of the Company.
The development and implementation of risk management has been covered
in the management discussion and analysis, which forms part of annual report. The Company
has developed and implemented a risk management policy which identifies major risks which
may threaten the existence of the Company. The same has also been adopted by your Board
and is also subject to its review from time to time. Risk mitigation process and measures
have been also formulated and clearly spelled out in the said policy.
35. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013:
The loan given or guarantee provided, or investment made by the Company
during the financial year 2023-24 as per Section 186 of the Companies Act, 2013 have been
given in the Balance Sheet and Audit Report.
36. INTERNAL CONTROL SYSTEM:
The Company has a well-placed, proper and adequate internal control
system, which ensures that all assets are safeguarded and protected and that the
transactions are authorized, recorded and reported correctly. The Company‘s internal
control system comprises audit and compliance by in-house Internal Audit Division,
supplemented by internal audit checks. Independence of the audit and compliance is ensured
by direct reporting of Internal Audit Division to the Audit Committee of the Board. The
Company has in place adequate internal financial controls with reference to financial
statements. During the year, such controls were tested and no reportable material weakness
in the design or operation was observed.
37. CHANGE IN NATURE OF BUSINESS:
There has been no change in the nature of business of the Company
during the year.
38. 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, there is no employee drawing remuneration above the limits set
under Section 197 (12) read with Rule 5 (2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and the disclosure as required under Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Board‘s report
as Annexure-I.
39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
As per the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ( POSH Act‘) and Rules made
thereunder, your Company has constituted
Internal Complaints Committees to look into complaints relating to
sexual harassment at work place of any women employee. While maintaining the highest
governance norms, the Company has appointed external independent persons who worked in
this area and have the requisite experience in handling such matters, as Chairpersons of
each of the Committees. During the year Company has not received any complaint of
harassment.
40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR.
There are no application made or any proceeding pending under the
insolvency and bankruptcy code, 2016 during the year.
41. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Information regarding Energy Conservation, Technology absorption and
Foreign Exchange earnings and outgo as per Section 134 of the Companies Act, 2013 read
with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given under:
(a) Energy Conservation
Energy consumed during the year does not constitute a significant
amount, thus Particulars under Rule 8(3) of the Companies (Accounts) Rules, 2014 and
Section 134(3) (m) of the Companies Act, 2013 on Conservation of Energy, Technology
Absorption are not applicable to the Company, hence no disclosure has been made in this
report.
(b) Technology Absorption
The techniques of preparation of medicines are based on ancient
Ayurvedic pattern subject to time to time modification in accordance with the modern
development. So the entire method is indigenous and no foreign technology is involved.
(c) Foreign Exchange Earnings and Out Go Export Sales of Rs.
20,46,300 Outgo- Nil
42. OPERATIONS REVIEW:
For detailed operational review kindly refer to Management Discussion
and Analysis Report and the Report on Corporate Governance, which forms part of this
Annual Report.
43. COST RECORDS AND COST AUDIT:
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014 are not applicable on the Company.
44. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis of financial condition including
the result of operations of the Company for the year under review, as required under
Regulation 34 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 with the stock exchanges, is given as a
separate statement in Annual Report as ANNEXURE-J.
45. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS
APPOINTED DURING THE YEAR:
Mrs. Shruti Gupta (DIN: 09818957) appointed as
independent director of the company on 29th day of September, 2023. The outcome of
performance evaluation of Mrs. Shruti Gupta is positive. She taken unbiased decisions and
provided independent guidance in several crucial matters to the Board of the company. She
performed her roles and responsibilities in effective manner. She ensures integrity of the
company‘s accounting and financial reporting system. She acted on fully informed
basis, in good faith with due diligence and care. She is professional having vast
experience in the field of accounting, audit, financial, corporate laws. She provided
in-depth knowledge and having an ability to guide in several crucial matters to the Board
of the Company. She is very instrumental in making strategic decisions. Mrs. Shruti Gupta
is highly skilled and proficient and scored well in the self assessment test conducted by
the Indian Institute of Corporate Affairs to include the name of persons who qualified
such test in the databank of independent directors.
46. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
There is no one time settlement made with the banks and Financial
Institution during the year.
47. INSIDER TRADING CODE:
In compliance with the Securities and Exchange Board of India
(Prohibition of Insider Trading)
Regulations, 2015 ( the PIT Regulations‘) on prevention of insider
trading, the Company have its
Code of Conduct for regulating, monitoring and reporting of trading by
Designated Persons in line with the recent amendments brought by Securities and Exchange
Board of India in the PIT Regulations. The said Code lays down guidelines, which advise
Designated Persons on the procedures to be followed and disclosures to be made in dealing
with the shares of the Company and cautions them on consequences of non-compliance.
48. INSURANCE:
All the insurable interest of the company, including Inventories,
Buildings, Machinery etc. is adequately insured.
49. 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 maintain efficiency in the industry. It has taken various steps to improve
productivity across organization.
50. CAUTIONARY STATEMENT
Statements in this Directors‘ Report and Management Discussion and
Analysis describing the Company‘s objectives, projections, estimates, expectations or
predictions may be ?forward-looking statements within the meaning of applicable securities
laws and regulations. Actual results could differ materially from those expressed or
implied. Important factors that could make difference to the Company‘s operations
include changes in the government regulations, tax regimes and economic developments
within India or abroad.
51. ACKNOWLEDGEMENT& APPRECIATION
The Directors place on record their sincere appreciation for the
dedication, hard work and commitment of the employees at all levels and their significant
contribution to your Company‘s growth. Your Company is grateful to the Distributors,
Dealers, and Customers for their support and encouragement. Your Directors thank the
Banks, Financial Institutions, Government Departments and Shareholders and look forward to
having the same support in all our future endeavors.
Further, the Board expresses its gratitude to you as Shareholders for
the confidence reposed in the management of the Company.
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