Dear Members,
Your Directors have immense pleasure in presenting the 40th Report of
the Board of Directors ("Board") on the business and opera ons of the Company,
together with Financial Statements for the Financial Year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS:
Your Company's financial performance for the year ended March 31, 2024 is as below:
(Rs. In Lakhs)
| Particulars |
Year Ended March 31, 2024 |
Year Ended March 31, 2023 |
| Revenue from Opera on |
11.10 |
13.50 |
| Other Income |
0.36 |
0.15 |
| Total Income – A |
11.46 |
13.65 |
| Cost of Materials consumed |
- |
- |
| Employees Benefit Expenses |
19.43 |
10.03 |
| Finance costs |
2.55 |
- |
| Deprecia on and Amor za on Expenses |
8.07 |
- |
| Other Expenses |
23.08 |
6.50 |
| Total Expenses – B |
53.13 |
16.53 |
| Pro t / Loss Before - C = (A-B) |
(41.67) |
(2.88) |
| Pro t / Loss from Ordinary Ac vi es Before Finance |
|
- |
| Cost |
|
|
| Finance Cost |
|
- |
| Pro t / Loss from Ordinary Ac vi es a er Finance |
|
- |
| Cost |
|
|
| Current Tax |
|
- |
| Excess Tax Provision for Earlier Year & Deferred |
3.66 |
0.22 |
| Expenses |
|
|
| Deferred Tax |
-0.47 |
- |
| Total Taxes – D |
3.19 |
0.22 |
| Pro t / (Loss) for the year - E= (C-D) |
(44.87) |
(3.10) |
| Paid up Equity Share Capital - F |
24.50 |
24.50 |
| Earnings per share – G = (E/F) |
(18.31) |
(1.27) |
2. STATE OF COMPANY AFFAIRS & CHANGE IN BUSINESS
The Company has engaged in the Business of Hospital Ac vi es, providing Healthcare
Services, Ac vi es of Ayurveda Prac oners. There has been no change in the business of the
Company during the Financial Year ending on March 31, 2024.
TAKEOVER THE EXISTING BUSINESS OF THE COMPANY:
The open offer for the acquisi on of 1,47,000 fully paid-up equity shares at an offer
price of Rs. 10 / - per equity share represen ng 60% of the total paid-up capital i.e.
2,45,000 and vo ng rights of Ayoki Merchan le Limited were acquired by the acquirers and
open offer was closed on 05/10/2023, a er closing of the open offer, there was a substan
al change of shareholding and change of control in the Company and the Acquires have been
categorised as "Promoters" of the Company
CHANGE IN NAME OF THE COMPANY
The Ministry of Corporate A airs issued the Cer cate for Name change from Ayoki Merchan
le Limited to Wardwizard Healthcare Limited on 11/12/2023
CHANGE IN OBJECT OF THE COMPANY
The Ministry of Corporate A airs issued the certificate for change of Object Clause of
the Memorandum of Associa on issued on 28/11/2023.
INDIAN ACCOUNTING STANDARDS
The Financial Statements for the year ended on March 31, 2024 have been prepared in
accordance with the Companies (Indian Accoun ng Standard) Rules, 2015, prescribed under
Sec on 133 of the Companies Act, 2013 (‘the Act') and other recognized accoun ng prac
ces and policies to the extent applicable.
3. DIVIDEND
The Board of Directors of your company has not recommended any dividend for the current
Financial Year 2023-24 considering that the Company has incurred loss for the year.
4. UNCLAIMED DIVIDENDS AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)
Since there was no unpaid/unclaimed Dividend declared and paid in the previous
year, the provisions of Sec on 125 of the Companies Act, 2013 do not apply to the Company.
5. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT There
are no shares in the demat suspense account or unclaimed suspense account.
6. DETAILS OF TRANSFER TO RESERVES
The Board of Directors of your Company has decided not to transfer any amount to the
Reserves due to the absence of any profits for the Financial Year 2023-24.
7. LISTING ON STOCK EXCHANGES
The Company's equity shares are listed on The BSE Limited (Scrip Code: 512063). The
Company has paid the Annual Lis ng Fees for the Financial Year 2023-24 to the said Stock
Exchange as required.
8. SHARE CAPITAL
The Company's paid-up equity share capital as on March 31, 2024 was Rs. 24.50
lakhs. There is no change in the share capital of the Company during the period under
review.
a) BUY BACK OF SECURITIES
The Company has not bought back any of its securi es during the year under review.
b) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c) BONUS SHARES
No Bonus Shares were issued during the year under review.
d) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Op on Scheme to the employees.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS
During the year under review, there is a change in the composi on of the Board as
stated below:
| Sr. No. Name of Director |
DIN |
Designa on |
| 1. Mr. Gaurav Jayant Gupte |
06741475 |
Chairman and Managing Director |
| (Appointed on August 11, 2023) |
|
|
| 2. Mr. Ya n Sanjay Gupte |
07261150 |
Non-Execu ve Non-Independent |
| (Appointed on August 11, 2023) |
|
Director |
| 3. Mrs. Sheetal Mandar Bhalerao |
06453413 |
Non-Execu ve Non-Independent |
| (Appointed on August 11, 2023) |
|
Director |
| 4. Mr. Dharmendra Ramabhai Bhaliya |
10176412 |
Non-Execu ve Independent |
| (Appointed on August 11, 2023) |
|
Director |
| 5. Mrs. Mansi Jayendra Bhat |
10177722 |
Non-Execu ve Independent |
| (Appointed on August 11, 2023) |
|
Director |
| 6. Mr. Kamal Ashwinbhai Lalani |
09141815 |
Non-Execu ve Independent |
| (Appointed on August 11, 2023) |
|
Director |
| 7. Mr. Mitesh Ghanshyambhai Rana |
06770916 |
Non-Execu ve Independent |
| (Appointed on February 29, 2024) |
|
Director |
| 8. Mr. Paresh Prakashbhai Thakkar |
08265981 |
Non-Execu ve Independent |
| (Appointed on February 29, 2024) |
|
Director |
| 9. Mr. Kamal Ashwinbhai Lalani |
09141815 |
Non-Execu ve Independent |
| (Resigned on February 8, 2024) |
|
Director |
| 10. Mr. Joydeep Mazumder |
08069899 |
Whole me Director and |
| (Resigned on 11th August, 2023) |
|
Managing Director |
| 11. Mrs. Munmun Mandal |
02493057 |
Non-Execu ve Non-Independent |
| (Resigned on 11th August, 2023) |
|
Director |
| 12 Mr. Adipta Majumder |
07977610 |
Non-Execu ve Non- Independent |
| (Resigned on 11th August, 2023 |
|
Director |
| 13 Mr. Subhendu Saha |
02493057 |
Non-Execu ve Independent |
| (Resigned on 11th August, 2023) |
|
Director |
| 14 Mr. Dipankar Majumder |
07390226 |
Non-Execu ve Independent |
| (Resigned on 11th August, 2023) |
|
Director |
| 15 Mrs. Ankita Chanda 08535397 |
|
Non-Execu ve Independent |
| (Resigned on 11th August, 2023) |
|
Woman Director |
RETIRE BY ROTATION
At the 40th Annual General Mee ng (AGM), the following
appointment/re-appointment is being proposed: Mr. Ya n Sanjay Gupte (DIN-07261150)
(Non-Execu ve Non-Independent Director) shall re re by rota on and being eligible, offers
himself, for reappointment. Details of the proposal for the reappointment of Mr. Ya n
Sanjay Gupte (DIN-07261150) (Non-Execu ve Non-Independent Director), along with his brief
resume is men oned in the Explanatory Statement under Sec on 102 of the Act and disclosure
under Regulation 36(3) of the Lis ng Regulations as annexed to the No ce of the 40th
Annual General Mee ng. The Board recommends the re-appointment /appointment of the above
Director.
KEY MANAGERIAL PERSONNEL
The Company has the following persons as Key Managerial Personnel under the
Companies Act, 2013:
| Sr. No. Name of Key Managerial Person |
Designa on |
| 1. Mr. Dharmeshkumar Ashwinbhai Chauhan |
Company Secretary & Compliance Officer |
| (Appointed on September 4, 2023) |
|
| 2. Mrs. Mital Patel |
Chief Financial Officer |
| (Appointed on August 11, 2023) |
|
| 3. Mr. Gouranga Lal Kundu |
Company Secretary & Compliance Officer |
| (Resigned on August 31, 2023) |
|
| 4. Mr. Partha Saha |
Chief Financial Officer |
| (Resigned on August 11, 2023) |
|
10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the financial year under review, regular meetings of the Board are held at least
once in a quarter inter-alia to review the quarterly results of the Company and to discuss
and decide on various business policies strategies and other businesses. The Board of
Directors of the Company met 9 (Nine) mes to transact the business of the Company
in accordance with Regulation 17 of SEBI (LODR) Regulation 2015, and /or provisions
contained in Sec on 173(1) of the Companies Act read with Rules made thereunder. The Board
meetings are held on following dates during the year.
| Sr. No. |
Date |
Day |
| 1 |
May 12, 2023 |
Friday |
| 2 |
July 27, 2023 |
Thursday |
| 3 |
August 11, 2023 |
Friday |
| 4 |
August 31, 2023 |
Thursday |
| 5 |
October 12, 2023 |
Thursday |
| 6 |
November 3, 2023 |
Friday |
| 7 |
November 25, 2023 |
Saturday |
| 8 |
February 1, 2024 |
Thursday |
| 9 |
February 29, 2024 |
Thursday |
Details of the atendance of the Directors at the Board meetings held during the year
ended March 31, 2024 are as follows:
|
Number of Board Meetings |
| Name of the Director |
Entitled to atend |
Atended |
| Mr. Joydeep Mazumder |
2 |
2 |
| Mrs. Munmun Mandal |
2 |
2 |
| Mr. Adipta Majumder |
2 |
2 |
| Mr. Subhendu Saha |
2 |
2 |
| Mr. Dipankar Majumder |
2 |
2 |
| Mrs. Ankita Chanda |
2 |
2 |
| Mr. Gaurav Jayant Gupte |
7 |
7 |
| Mr. Ya n Sanjay Gupte |
7 |
6 |
| Mrs. Sheetal Mandar Bhalerao |
7 |
7 |
| Mr. Dharmendra Ramabhai Bhaliya |
7 |
7 |
| Mrs. Mansi Jayendra Bhat |
7 |
7 |
| Mr. Kamal Ashwinbhai Lalani |
6 |
6 |
| Mr. Mitesh Ghanshyambhai Rana |
1 |
1 |
| Mr. Paresh Prakashbhai Thakkar |
1 |
1 |
11. AUDIT COMMITTEE
Pursuant to the provisions of Sec on 177 (8) of the Companies Act 2013 read with
Rules 6 & 7 of the Companies (Mee ngs of the Board and its Powers) Rules, 2013, the
details pertaining to the cons tu on of the Audit Commitee are herein provided
| Name of the Director |
Designa on in Commitee |
Category |
Date of Appointment in Commitee |
Cessa on Date |
| Mrs. Mansi Jayendra Bhat |
Chairperson |
Non-Execu ve Independent Director |
August 11, 2023 |
NA |
| Mr. Dharmendra Ramabhai Bhaliya |
Member |
Non-Execu ve Independent Director |
August 11, 2023 |
NA |
| Mr. Mitesh Ghanshyambhai Rana * |
Member |
Non-Execu ve Independent Director |
February 29, 2024 |
NA |
| Mr. Paresh Prakashbhai Thakkar * |
Member |
Non-Execu ve Independent Director |
February 29, 2024 |
NA |
| Mr. Kamal Ashwinbhai Lalani * |
Member |
Non-Execu ve Independent Director |
August 11, 2023 |
February 8, 2024 |
| Mr. Gaurav Jayant Gupte |
Member |
Managing Director |
August 11, 2023 |
NA |
* Mr. Mitesh Ghanshyambhai Rana and Mr. Paresh Prakashbhai Thakkar were introduced into
the Audit Commitee in the Board Mee ng held on February 29, 2024 in reference to the
resigna on of Mr. Kamal Ashwinbhai Lalani from the Company
Mee ngs and Atendance during the year
4 (Four) Audit Commitee meetings were held during FY 2023-24. The meetings were
held on the following dates:
| Sr. No. |
Date of Audit Commitee Mee ng |
| 1. |
11-08-2023 |
| 2. |
31-08-2023 |
| 3. |
03-11-2023 |
| 4. |
01-02-2024 |
Atendance of Directors in the meetings are as under:
| Name of Director |
No. of Mee ngs held during the tenure of Membership |
No. of Mee ngs Atended |
| Mrs. Mansi Jayendra Bhat |
4 |
4 |
| Mr. Dharmendra Ramabhai Bhaliya |
4 |
4 |
| Mr. Mitesh Ghanshyambhai Rana |
0 |
0 |
| Mr. Paresh Prakashbhai Thakkar |
0 |
0 |
| Mr. Kamal Ashwinbhai Lalani |
4 |
4 |
| Mr. Gaurav Jayant Gupte |
3 |
3 |
Further as per Sec on 177(8) of the Act, as amended from me to me, there have been no
instances during the year where recommenda ons of the Audit Commitee were not accepted by
the Board of Directors.
The minutes of the Audit Commitee are reviewed by the Board at its subsequent meetings.
The previous Annual General Mee ng (AGM) of the Company was held on September 29, 2023
and the same was atended by the Chairperson of the Audit Commitee.
The Company Secretary of the Company act as the Secretary of the Audit Commitee.
12. NOMINATION AND REMUNERATION COMMITTEE
The details pertaining to the cons tu on of the Nomina on and Remunera on Commitee
as required under the provisions of Sec on 178(1) of the Companies Act 2013 and its terms
of reference in brief are to be herein provided.
| Name of the Director |
Designa on in Commitee |
Category |
Date of Appointment in Commitee |
Cessa on Date |
| Mr. Dharmendra Ramabhai Bhaliya |
Chairman |
Non-Execu ve Independent Director |
August 11, 2023 |
NA |
| Mrs. Mansi Jayendra Bhat |
Member |
Non-Execu ve Independent Director |
August 11, 2023 |
NA |
| Mr. Mitesh Ghanshyambhai Rana * |
Member |
Non-Execu ve Independent Director |
February 29, 2024 |
NA |
| Mr. Paresh Prakashbhai Thakkar * |
Member |
Non-Execu ve Independent Director |
February 29, 2024 |
NA |
| Mr. Kamal Ashwinbhai Lalani * |
Member |
Non-Execu ve Independent Director |
August 11, 2023 |
February 8, 2024 |
| Mrs. Sheetal Mandar Bhalerao |
Member |
Non-Execu ve Non- Independent Director |
August 11, 2023 |
NA |
Mr. Mitesh Ghanshyambhai Rana and Mr. Paresh Prakashbhai Thakkar were introduced into
the Nomina on and Remunera on Commitee in the Board Mee ng held on February 29, 2024 in
reference to the resigna on of Mr. Kamal Ashwinbhai Lalani from the Company
Mee ngs and Atendance during the year
3 (Three) Nomina on & Remunera on Commitee meetings were held during FY
2023-24. The meetings were held on the following dates:
| Sr. No. |
Date of Nomina on & Remunera on Commitee Mee ng |
| 1. |
11/08/2023 |
| 2. |
31/08/2023 |
| 3. |
29/02/2024 |
Atendance of Directors in the meetings is as under:
| Name of Director |
No. of Mee ngs held during the tenure of Membership |
No. of Mee ngs Atended |
| Mr. Dharmendra Ramabhai Bhaliya |
3 |
3 |
| Mrs. Mansi Jayendra Bhat |
3 |
3 |
| Mr. Mitesh Ghanshyambhai Rana |
0 |
0 |
| Mr. Paresh Prakashbhai Thakkar |
0 |
0 |
| Mr. Kamal Ashwinbhai Lalani |
2 |
2 |
| Mrs. Sheetal Mandar Bhalerao |
3 |
3 |
The minutes of the Nomina on & Remunera on Commitee are reviewed by the Board at
its subsequent meetings.
The previous Annual General Mee ng (AGM) of the Company was held on September 29, 2023
and the same was atended by the Chairperson of the Nomina on & Remunera on Commitee.
The Company Secretary of the Company act as the Secretary of the Nomina on &
Remunera on Commitee.
13. STAKEHOLDERS RELATIONSHIP COMMITTEE
The details pertaining to the cons tu on of the Stakeholders Rela onship Commitee
as required under the provisions of Sec on 178(5) of the Companies Act 2013 and its terms
of reference in brief are to be herein provided.
| Name of the Director |
Designa on in Commitee |
Category |
Date of Appointment in Commitee |
Cessa on Date |
| Mr. Paresh Prakashbhai Thakkar * |
Chairman |
Non-Execu ve Independent Director |
February 29, 2024 |
NA |
| Mr. Dharmendra Ramabhai Bhaliya |
Member |
Non-Execu ve Independent Director |
August 11, 2023 |
NA |
| Mrs. Mansi Jayendra Bhat |
Member |
Non-Execu ve Independent Director |
August 11, 2023 |
NA |
| Mr. Mitesh Ghanshyambhai Rana * |
Member |
Non-Execu ve Independent Director |
February 29, 2024 |
NA |
| Mr. Kamal Ashwinbhai Lalani * |
Chairman |
Non-Execu ve Independent Director |
August 11, 2023 |
February 8, 2024 |
| Mr. Ya n Sanjay Gupte |
Member |
Non-Execu ve Non- Independent Director |
August 11, 2023 |
NA |
* Mr. Mitesh Ghanshyambhai Rana and Mr. Paresh Prakashbhai Thakkar were introduced into
the Stakeholders Rela onship Commitee in the Board Mee ng held on February 29, 2024 in
reference to the resigna on of Mr. Kamal Ashwinbhai Lalani from the Company
On Recons tu on of the Stakeholders Rela onship Commitee in the Board Mee ng held on
February 29, 2024 Mr. Mr. Paresh Prakashbhai Thakkar is elected as a Chairman of this
Commitee.
Mee ngs and Atendance during the year
1 (One) Audit Commitee meetings were held during FY 2023-24. The meetings were held
on the following dates:
| Sr. No. |
Date of Stakeholders Relationship Commitee Meeting |
| 1. |
01/02/2024 |
Atendance of Directors in the meetings is as under:
| Name of Director |
No. of Meetings held during the tenure of Membership |
No. of Meetings Attended |
| Mr. Paresh Prakashbhai Thakkar |
0 |
0 |
| Mr. Dharmendra Ramabhai Bhaliya |
1 |
1 |
| Mrs. Mansi Jayendra Bhat |
1 |
1 |
| Mr. Mitesh Ghanshyambhai Rana |
0 |
0 |
| Mr. Kamal Ashwinbhai Lalani |
1 |
1 |
| Mr. Ya n Sanjay Gupte |
1 |
1 |
The minutes of the Stakeholders Rela onship Commitee are reviewed by the Board at its
subsequent meetings.
The previous Annual General Mee ng (AGM) of the Company was held on September 29, 2023
and the same was atended by the Chairperson of the Stakeholders Rela onship Commitee.
The Company Secretary of the Company act as the Secretary of the Stakeholders Rela
onship Commitee.
14. BOARD EVALUATION
The Nomina on and Remunera on Commitee has laid down the criteria for performance
evalua on of Execu ve and Non-Execu ve Directors of the Company as per Sec on 178 of the
Act, as amended from me to me, and as per Regulation 19 of the SEBI (LODR) Regulations
2015. The criteria was set based onvarious atributes, inter alia, pro le, experience,
contribu on, dedica on, knowledge, sharing of informa on with the Board, regularity of
atendance, ap tude & e ec veness, preparedness & par cipa on, team work, decision
making process, their roles, rights, responsibili es in the Company, monitoring &
managing poten al conflict of interest of management, providing fair and construc ve
feedback & strategic guidance and contribu on of each Director to the growth of the
Company.
The Company has devised the Board's Performance Evalua on Policy document along with
performance evalua on criteria / form for Independent and Non- Independent Directors of
the Company and criteria for evalua on of Board's / Commitee's performance along with
remarks and sugges ons. The performance of the Commitees was evaluated by the Board a er
seeking inputs from the Commitee members on the basis of the criteria such as the composi
on of commitees, e ec veness of commitee meetings, etc.
Separate meeting of Independent Directors of the Company was held on March 19, 2024 and
it reviewed the performance of Non-Independent Directors & the Board as a whole and
also reviewed the performance of Chairman of the Company. The same was discussed in the
board meeting that followed the meeting of the Independent Directors, at which the
performance of the Board, its commitees and individual Directors was also discussed.
15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Independent Directors are provided with necessary documents, reports and other
relevant informa on to enable them to familiarise with the Company's procedures and prac
ces. The Independent Directors are taken for visit to Company's various plants / units, to
enable them to have full understanding of manufacturing opera ons & processes of the
Company and the industry in which it operates. Periodic presenta ons are made at the Board
meetings on business and performance updates of the Company, business strategy and risks
involved. At the me of induc on of the newly appointed Independent Director, he / she is
apprised adequately about the Company, latest financial statements with business model,
industry scenario, compe on, significant recent developments and also the Board processes
which is apprised by the Managing Director, the Chief Financial Officer, the Company
Secretary and the Senior Management of the Company. Details of the familiarisa on
programme for the Independent Directors are available on the website of the Company.
16. CREDIT RATING
The Company has not issued any debt instruments and does not have any Fixed Deposit
or any scheme or proposal involving the mobiliza on of funds in India or abroad during the
Financial Year ended March 31, 2024. Hence during the Year, there was no requirement to
obtain such Credit Ra ngs.
17. DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
During the year under review, the Company does not have any subsidiaries, associates
or joint venture companies within the meaning of the Companies Act, 2013.
18. STATUTORY AUDITORS AND AUDITOR'S REPORT
Pursuant to the provisions of sec on 139 of the Act and the rules framed therea er,
M/s. Mahesh Udhwani & Associates, Chartered Accountants (Firm registra on
Number 129738W), who was appointed as statutory auditors of the Company of in the 39th
Annual General Mee ng shall hold officeun l the conclusion of the 44th Annual General Mee
ng of the Company.
In accordance with the provisions of the Companies Act, 2013, the Board has appointed M/s.
Mahesh Udhwani & Associates, Chartered Accountants, Vadodara, Gujarat with Firm
Registra on Number 129738W be and are hereby appointed as the Statutory Auditors of
the Company to ll the casual vacancy caused due to resigna on of M/s. Falod &
Maheshwari, Chartered Accountants, (Firm Registra on No FRN 151051W), (pursuant to change
in the management of the Company and to ll the casual vacancy) at a remunera on as may be
mutually agreed to, between the Board of Directors and M/s. Mahesh Udhwani &
Associates, Chartered Accountants, to hold officeof Statutory Auditor w.e.f. 11th
August, 2023 ll the conclusion of 44th Annual Mee ng of the Company
(subject to ra ca on of their appointment at every Annual General Mee ng). The Statutory
Auditors have con rmed that they are not disqualified to hold the officeof the Statutory
Auditor
M/s. Mahesh Udhwani & Associates, Chartered Accountants have signi ed their assent
and con rmed their eligibility to be appointed as Statutory Auditors in terms of the
provisions of Sec on 141 of the Companies Act, 2013 read with Rule 4 of the Companies
(Audit and Auditors) Rules, 2014. The rm performs its obliga ons in adherence to
recognized audi ng standards and periodically cer es its independence from the management.
The Statutory Auditors' report does not contain any quali ca on, reserva on or adverse
remark and is self-explanatory and unmodi ed and thus does not require any further clari
ca ons/comments. The Statutory Auditors have not reported any incident of fraud to the
Audit Commitee of the Company during the FY 2023-24.
19. SECRETARIAL AUDITORS REPORT
In terms of Sec on 204 of the Companies Act, 2013, the Board of Directors of the
Company has appointed Mrs. Pooja Amit Gala, Prac cing Company Secretary (ACS-69393, Cer
cate of Prac ce
No.-25845), as the Secretarial Auditor to conduct an audit of the secretarial
records. The Company has received consent from Mrs. Pooja Amit Gala to act as the
auditor for conduc ng audit of the Secretarial records. The Secretarial Audit Report for
the financial year ended March 31, 2024 is set out in the Annexure - A to this
report. The Secretarial Audit Report does not contain any quali ca on, reserva on or
adverse remark.
None of the Auditors of the Company have reported any fraud as specified under the
second proviso of Sec on 143 (12) of the Companies Act, 2013 (including any statutory modi
ca on(s) or re-enactment(s) thereof for the me being in force).
A Secretarial Audit Report for the year ended March 31, 2024 in prescribed form duly
audited by the Prac cing Company Secretary Mrs. Pooja Amit Gala is annexed herewith
and forming part of the report. There are no quali ca ons or adverse remarks in the
Secretarial Audit Report issued by the above-named rm, hence doesn't require any comments
from the Director on the same.
20. COST AUDIT AND COST RECORDS
During the financial year 2023-24; the provisions of Sec on 148 of The Companies
Act, 2013 do not apply to the Company.
21. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company's Compliance func on is responsible for independently ensuring that
opera ng and business units comply with the regulatory and internal guidelines. The
Compliance Department of the Company con nues to play a pivotal role in ensuring the
implementa on of compliance func ons under the direc ves issued by the Regulators, the
Board of Directors and the Company's Compliance Policy. The Audit Commitee reviews the
performance of the Compliance Department and the status of compliance with the regulatory
or internal guidelines periodically. New instruc ons and guidelines issued by the
regulatory authori es were disseminated across the Company to ensure that the business and
func onal units func on within the boundaries set up by the regulators and that the
compliance risks are suitably monitored and mi gated in the course of their activities and
processes.
The Company complied with the applicable Secretarial Standard issued by the Ins tute of
Company Secretaries of India read with the MCA circulars issued from me to me.
22. CEO / CFO CERTIFICATION
The required certificate under Regulation 17(8) of the SEBI (LODR) Regulations,
2015 signed by the Chairman & Managing Director (CEO) and the Chief Financial Officer
(CFO) with regard to the financial statements and other maters as required by the Lis ng
Regulations. The certificate is annexed to this report. Annexure - B
They have also provided quarterly certificates on financial results while placing the
same before the Board pursuant to Regulation 33 of the Lis ng Regulations.
23. CODE OF CONDUCT
The Company has adopted a Code of Conduct for all the employees including the Board
Members and Senior Management Personnel of the Company in accordance with the requirement
under Regulation 17 of the SEBI (LODR) Regulations 2015. The Code of Conduct has been
posted on the website of the Company i.e. htps://www.ayokimerchan le.com/
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
par cular on maters rela ng to integrity in the work place, in business prac ces and in
dealing with stakeholders. The Code gives guidance through examples of the expected
behavior from an employee in a given situa on and the repor ng structure. Management
members are made aware of the provisions of the Code from me to me.
The Company has obtained con rma ons for compliance with the said code from all its
Board members and Senior Management Personnel for the year ending March 31, 2024. The
declara on by the Chairman & Managing Director of the Company confirming the same
is annexed to this report - Annexure - C
24. CORPORATE SOCIAL RESPONSIBILITY POLICY
According to the provision of Sec. 135 of the Companies Act 2013, companies having
a net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or a net
profit of Rs. 5 crore or more during any financial year are required to cons tute CSR
(Corporate Social Responsibility) Commitee. However, your Company does not fall in the
above-men oned criteria therefore the Company is not required to adopt the CSR Policy or
cons tute a CSR Commitee during the year under review.
25. VIGIL MECHANISM (WHISTLE BLOWER POLICY)
The Vigil Mechanism as envisaged in Sec on 177 (9) Companies Act, 2013, the Rules
prescribed thereunder and the SEBI (Lis ng Obliga ons and Disclosure Requirements)
Regulations, 2015 is implemented through the Company's Whistle Blower Policy.
The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism
for the Directors and employees to report concerns about unethical behaviour, actual or
suspected fraud or viola on of the Code of Conduct and Ethics. It also provides adequate
safeguards against the vic miza on of employees who avail of the mechanism and provides
direct access to the Chairperson of the Audit Commitee in excep onal cases. It is a rmed
that no personnel of the Company have been denied access to the Audit Commitee. The policy
of the vigil mechanism is available on the Company's website.
The Whistle Blower Policy aims to conduct a airs fairly and transparently by adopting
the highest standards of professionalism, honesty, integrity and ethical behaviour. All
employees of the Company are covered under the Whistle Blower Policy.
The brief details about this mechanism may be accessed on the Company's website at the
weblink: www.ayokimerchan le.com.
26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
As required under Sec on 134(3)(q) of the Companies Act 2013 read with Rule
8(5)(viii) of Companies (Accounts) Rules 2014, the Company has in place adequate financial
controls commensurate with its size, scale and complexity of opera ons regarding its
financial statements. Internal financial controls of the Company are also similarly
commensurate. Comprehensive policies, guidelines and procedures are laid down for all
business processes. These have been designed to provide reasonable assurance about
recording and providing reliable financial informa on, ensuring integrity in conduc ng
business, accuracy and completeness in maintaining accoun ng records and preven on and
detec on of frauds and errors.
Your company ensures adherence to all internal control policies and procedures as well
as compliance with all regulatory guidelines.
During the year, such controls were assessed and no reportable material weaknesses in
the design or opera on were observed the Audit Commitee of the Board of Directors reviews
the adequacy of internal controls, further, the Audit Commitee also monitors the status of
management ac ons emana ng from internal audit reviews.
27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED DURING THE FINANCIAL YEAR
There has been no material change and commitment a ec ng the financial performance
of the Company which occurred between the end of the Financial Year of the Company to
which the Financial Statements relate and the date of this Report.
28. MATERIAL ORDERS PASSED BY THE REGULATORS OF COURTS OR TRIBUNALS IMPACTING THE
COMPANY'S OPERATION IN FUTURE
No such material order has been passed by the Regulators or Court or Tribunals
having an adverse effect on the opera on of the Company in future and the going concern
status.
29. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186
There are no Loans, Guarantees, Investments and Security made during the Financial
Year ended March 31, 2024 as per the provisions of Sec on 186 of the Companies Act, 2013
read with Companies (Mee ngs of Board and its Powers) Rules, 2014.
30. PARTICULARS OF ARRANGEMENTS OR CONTRACTS WITH RELATED PARTIES AS PRESCRIBED UNDER
SECTION 188(1) OF THE COMPANIES ACT, 2013
The par cular of every contract or arrangement entered into by the Company with
related parties referred to in sub-sec on (1) of sec on 188 of the Companies Act, 2013
including a certain arm's length and the ordinary course of transac ons under third
proviso thereto has been disclosed in
Form no AOC-2.
The policy on Related Party Transac ons as approved by the Board is uploaded on the
website of the Company and the web link is www.ayokimerchan le.com.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report, which gives a detailed account of
state of a airs of the Company's opera ons forms a part of this Annual Report. - Annexure
- F
32. CORPORATE GOVERNANCE REPORT
In line with Regulation 15(2) of the Lis ng Regulations, the provisions of
Corporate Governance shall not apply in respect of the following class of the Companies:
a) Listed en ty having paid up equity share capital not exceeding Rs. 10 Crore and Net
worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b) Listed en ty which has listed its specified securi es on the SME Exchange.
The paid-up Equity Capital and the Net worth of the company as on the last day of the
previous year i.e., March 31, 2024 was Rupees 24.50 Lakhs and Rupees (39.96) Lakhs respec
vely which is below the value as prescribed limit i.e. 10 crores and 25 crores respec vely
in the relevant provisions of Regulation 27(2) of the SEBI (Lis ng Obliga ons &
Disclosures Requirements) Regulations 2015. Hence Corporate Governance provisions do not
apply to the company and it does not form the part of The Annual Report for the financial
year 2023- 24.
33. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declara ons from all Independent Directors
of the Company in accordance with the provisions of Sec on 149 (7) of the Companies Act
2013 confirming that they meet the criteria on independence as prescribed under Sec on 149
(6) of the Companies Act 2013. There has been no change in the circumstances which may
affect their status as independent Directors during the year. The independent directors
have also con rmed compliance with the provisions of rule 6 of Companies (Appointment and
Quali ca on of Directors) Rules, 2014 as amended, rela ng to inclusion of their name in
the data bank of
Independent Directors.
34. STATEMENT REGARDING INDEPENDENT DIRECTORS
With reference to the Rules 8(5)(iiia) of the Companies (Accounts) Rules 2014 and
in the opinion of the Board, there has been no change in the circumstances which may
affect their status as
Independent Directors of the Company and the Board is sa s ed of the integrity, exper
se, and experience (including pro ciency in terms of Sec on 150(1) of the Act and
applicable rules thereunder) of all Independent Directors on the Board.
35. POLICY ON DIRECTORS' APPOINTMENT, REMOVAL, REMUNERATION AND OTHER DETAILS
The Company's policy on on Directors' appointment and remunera on including
criteria for determining quali ca ons, posi ve atributes, independence of a director and
other maters provided under sub-sec on (3) of sec on 178 of the Companies Act 2013 is
available on the website of the Company at htps://www.ayokimerchan
le.com/policy/REMUNERATION
%20POLICY.pdf
36. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of sec on 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remunera on of Managerial Personnel) Rule, 2014, the necessary
disclosures have been annexed as Annexure - D to the Board's Report.
37. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors, Internal Auditors and
Secretarial Auditor have not reported any instances of fraud commited in the Company by
its Directors or Of cers or Employees to the Audit Commitee under sec on 143(12) of the
Companies Act, 2013, details of which needs to be men oned in this Report.
38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on preven on, prohibi on and redressal of sexual harassment at workplace
in line with the provisions of the Sexual Harassment of Women at Workplace (Preven on,
Prohibi on and Redressal) Act, 2013 and the Rules thereunder. During the Financial Year
2023-24, the Company has not received any complaints of sexual harassment.
39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The informa on on conserva on of energy, technology absorp on and foreign exchange
earnings and outgo as s pulated under Sec on 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 (as amended from me to me), is set out herewith as Annexure-E
to this report.
40. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Sec on 134(3)(c) of the Act, in rela on to financial statements of the
Company for the year ended March 31, 2024, the Board of Directors states that:
a. in the prepara on of the annual accounts, the applicable accoun ng standards read
with requirements set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
b. the Directors have selected such accoun ng policies and applied them consistently
and made judgments and es mates that are reasonable and prudent so as to give a true and
fair view of the state of a airs of the Company as at March 31, 2024 and of the Loss of
the Company for the year ended March 31, 2024;
c. the Directors have taken proper and sufficient care for the maintenance of adequate
accoun ng records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preven ng and detec ng fraud and other
irregulari es;
d. the annual accounts / financial statements have been prepared on a ‘going
concern' basis;
e. proper internal financial controls are in place and are opera ng e ec vely; and
f. proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and opera ng e ec vely.
41. ACCEPTANCE OF PUBLIC DEPOSITS
During the FY 2023-24 the Company has not accepted any deposits within the meaning
of Sec on 73 of the Act, and the Companies (Acceptance of Deposits) Rules, 2014. Hence, no
amount on account of principal or interest on public deposits was outstanding as on the
date of the balance sheet
42. 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
During the FY 2023-24, there was no such instance.
43. DETAILS OF APPLICATIONS MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR
During the year under review, there were no applica ons led or any proceedings
pending in the name of the company under the Insolvency and Bankruptcy Code (IBC), 2016,
44. ANNUAL RETURN
As required under the provisions of Sec on 134(3)(a) and Sec on 92(3) of the Act,
read with Rule 12 of the Companies (Management and Administra on) Rules, 2014, (including
any statutory modi ca on(s) or re-enactment thereof, for the me being in force), the
Annual Return in Form No. MGT-7 is displayed on the website of the Company and can be
accessed at htps://www.ayokimerchan le.com/annual-report.php.
45. ACKNOWLEDGEMENTS
Your directors wish to place on record their apprecia on of the contribu on made by
employees at all levels to the con nued growth and prosperity of your Company. Your
Directors also wish to place on record their apprecia on for the shareholders, consumers,
and banks for their con nued support.
| By Order of the Board of Directors |
By Order of the Board of Directors |
| For WARDWIZARD HEALTHCARE LIMITED |
For WARDWIZARD HEALTHCARE LIMITED |
| (Formerly known as Ayoki Merchan le Limited) |
(Formerly known as Ayoki Merchan le Limited) |
| SD/- |
SD/- |
| GAURAV JAYANT GUPTE |
YATIN SANJAY GUPTE |
| CHAIRMAN & MANAGING DIRECTOR |
NON-EXECUTIVE NON-INDEPENDENT DIRECTOR |
| DIN: 06741475 |
DIN: 07261150 |
| Date: AUGUST 29, 2024 |
Place: VADODARA |
|