To,
The Members,
Sattva Sukun Lifecare Ltd,
(Formerly Mayukh Dealtrade Limited)
Your directors have pleasure in presenting the 45th Annual
Report together with Audited Financial Statements of the Company for the Financial Year
ended 31st March, 2025. Further, in compliance with the Companies Act, 2013 the
Company has made requisite disclosures in this Board's Report with the objective of
accountability and transparency in its operations to make you aware about its performance
and future perspective of the Company.
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of the financial performance of the Company for the year
ended 31st March, 2025 as compared to the previous year is as below:
| Particulars |
Standalone |
Consolidated |
|
FY2025 |
FY2024 |
FY2025 |
FY2024 |
| Revenue from Operation |
526.30 |
355.33 |
526.30 |
355.33 |
| Revenue from other Income |
40.39 |
0.40 |
40.39 |
0.40 |
| Total Revenue |
566.69 |
355.73 |
566.69 |
355.73 |
| Profit after Depreciation & Interest and
before Tax |
318.79 |
153.44 |
318.69 |
153.24 |
| Tax Expenses |
69.76 |
34.25 |
69.74 |
34.20 |
| Profit/ Loss after Tax from continuing
operations |
249.03 |
119.19 |
248.95 |
119.04 |
RESULT HIGHLIGHTS:
The bottom line has also shown Standalone Profit (after tax) for the
year ended 31.03.2025 is Rs. 249.03 Lakhs as compared to Standalone profit of last year as
on 31.03.2024 Rs. 119.19/-. The company has Consolidated profit for the year ended
31.03.2025 Rs. 248.95/- Lakhs and previous year 31.03.2024 profit of Rs. 119.04/- Lakh
Further, there are no significant and material events impacting the going concern status
and Company's operations in future.
Financial comparative data for March 2024 & March 2025 are as
follows:
The company has indeed shown significant improvement in its
profitability and growth, as evidenced by the substantial increase in both standalone and
consolidated profits over the year.
• Standalone Profit: The profit rose from Rs. 119.19 lakhs in the
financial year ending 31.03.2024 to Rs. 249.03 lakhs in the financial year ending
31.03.2025, reflecting a remarkable growth of over 108.93%.
• Consolidated Profit: Similarly, the consolidated profit
increased from Rs. 119.04 lakhs in 2024 to Rs. 248.95 lakhs in 2025, nearly doubling from
the previous year.
This impressive growth highlights the company's successful strategies
and operational efficiency, reinforcing its positive trajectory and strong financial
health moving forward.
2. CHANGE IN NATURE OF BUSINESS
There are no significant and material events impacting the going
concern status and Company's operations in future and Our Company is under the good
management guidance and control that help continued in achieving the targets of cutting
down in the cost of operations and getting efficiency in this area by using better
alternated resources/means. During the Year under review, there was no change in Company's
Business.
3. DIVIDEND
In view of capitalization of profit for liquidity in business of funds
and strong growth of company the board of directors, do not propose any dividend for the
financial year ended 31st march, 2025.
4. RESERVES
The Directors have not proposed to transfer any amount to Reserves
during the year.
5. CHANGE OF CAPITAL:
Authorized Share Capital of the Company: -
• During the year the company has spilt its face value of Equity
shares from Rs. 5/- each to Rs. 1/- each Equity shares of the company.
• Further in the last AGM held on 28th September 2024,
the authorized share capital of the company increased from Rs. 30,00,00,000/- (Rupees
Thirty Crore only) divided into 30,00,00,000 (Thirty Crore) equity shares of Re. 1/ (Rupee
One Only) (after sub-division of face value of equity shares) each to Rs.
63.00. 00.000/- (Rupees Sixty-Three Crore Only) divided into
63,00,00,000/- (Sixty-Three Crore) equity shares of Re. 1/- (Rupee One Only) each by
creation of additional 33,00,00,000 (Thirty-Three Crore) equity shares of Re. 1/- (Rupee
One Only) each.
• Further EOGM held in the 28th December 2024, the
authorized share capital of the increased from Rs.
63.00. 00.000/- (Rupees Sixty-Three Crore Only) divided into
63,00,00,000/- (Sixty-Three Crore) equity shares of Re. 1/- (Rupee One Only) each to Rs.
70,00,00,000/- (Rupees Seventy Crore Only) divided into 70,00,00,000/- (Seventy Crore)
equity shares of Re. 1/- (Rupee One Only) each by creation of additional 7,00,00,000
(Seven Crore) equity shares of Re. 1/- (Rupee One Only) each.
• Therefore, Authorized Share Capital of the Company was as on
31/03/2025, is 70,00,00,000 (Seventy Crore) Equity Shares of face value of Re. 1/- (Rupee
One Only) each aggregating to Rs. 70,00,00,000/- (Rupees Seventy Crore Only).
The paid-up Equity Share Capital: -
During the year, the company issue and allotted 7,20,00,000 equity
shares of Re.1/- each as bonus equity shares in the proportion of 3:5 i.e. Three (3) new
equity bonus share of Re.1/- for every Five (5) existing paid up equity share of Re.1/-.
Therefore, after the bonus issue, paid up equity share capital increase
from 12,00,00,000 equity shares of Re.1/- each to 19,20,00,000 Equity Shares of face value
of Re. 1/-.
As on March 31, 2025 The paid-up Equity Share Capital was 19,20,00,000
Equity Shares of face value of Re. 1/- (Rupee One Only) each aggerating Rs. 19,20,00,000
/-.
6. FINANCE
Cash and cash equivalent as at March 31, 2025 was Rs. 01.29/- Lacs.
against Rs. 01.38/- Lacs last year.
7. DEPOSITS
During the year under review the Company has not accepted any deposit
from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The
Companies [Acceptance of Deposits] Rules, 2014. There
was no public deposit outstanding as at the beginning and end of the
financial year 2024-25.
8. BOARD OF DIRECTORS:
The Composition of the Board during the year was as per the provisions
of Regulation 17 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with the Companies Act, 2013.
None of the Directors are disqualified for appointment/ re-appointment
under Section 164 of the Act. Asrequired by law, this position is also reflected in the
Auditors' Report.
As required under Regulation 36(3) of the Listing Regulations with the
stock exchanges, the information on the particulars of Directors proposed for
appointment/re-appointment has been given in the notice of Annual General Meeting.
The Board at present comprises of with the following changes took place
in Board of Directors and KMP of the Company During the year under review:
| DIN |
Name of Director |
Designation |
Original Date of Appointment |
Date of Cessation |
| 06520600 |
Mit T arunkumar Brahmbhatt |
Managing Director |
14/08/2018 |
|
| 08415000 |
Khushboo Vasudev |
Independent Director |
31/12/2021 |
|
| 10477994 |
Mrs. Prajakta Anil Gangurde |
Independent Director |
27/03/2024 |
05/05/2025 |
| 10291001 |
Mrs. Kanika Kabra |
Independent Director |
29/08/2023 |
06/04/2024 |
| 10478019 |
Mr. Kishor Anil Kokate |
Independent Director |
27/03/2024 |
05/05/2025 |
| 11046372 |
Mr. Tanmay Paresh Shah |
Independent Director |
23/04/2025 |
|
| 11077203 |
Mr. Gaurav Surendra Nair |
Independent Director |
05/05/2025 |
|
| ATOPR9157Q |
Poonam Rani |
Company Secretary & Compliance officer |
28/10/2024 |
|
| EIYPK2804N |
Atish Ananta Kamble |
CFO |
01/09/2022 |
|
9. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, there is following changes took place in
Board of Directors and KMP of the Company:
| Sr. No. Name of Directors & KMP |
Designation |
Appointment |
Resignation |
| 1 Mrs. Poonam Rani |
Company Secretary |
28/10/2024 |
- |
| 2 Mrs. Kanika Kabra |
Independent Director |
29/08/2023 |
06/04/2024 |
Further after conclusion of F.Y. 2024-25 and before this 45th Annual
General Meeting, Mrs. Prajakta Anil Gangurde (DIN: 10477994) Non-Executive - Independent
Director and Mr. Kishor Anil Kokate (DIN: 10478019) Non-Executive - Independent Director
of the Company resigned w.e.f. 05th May 2025, and the board of directors
appointed Mr. Tanmay Paresh Shah (DIN: 11046372) as Non-Executive Independent Director
w.e.f. 23rd April, 2025 and Mr. Gaurav Surendra Nair (DIN: 11077203) Non
Executive Non Independent Director as of the Company w.e.f. 5th May, 2025.
10. BOARD EVALUATION
Reg. 17 of SEBI (LODR) Regulations, 2015 mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act, 2013 states that 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 independent directors shall be done by the entire Board of Directors,
excluding the director being evaluated. Pursuant to the provisions of section 134(3) (p)
of the Companies Act, 2013 the evaluation of all the directors and the Board as a whole
was conducted based on the criteria and framework adopted by the Board. The evaluation
process has been explained in the corporate governance report section in this Annual
Report. The Board approved the evaluation results as collated by the nomination and
remuneration committee.
11. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors duly meeting 11 (eleven) times respectively on
15/04/2024, 30/05/2024, 05/08/2024, 16/08/2024, 30/08/2024, 12/11/2024, 02/12/2024,
18/01/2025, 25/01/2025, 11/02/2025, 25/03/2025 in respect of which proper Notices were
given and the proceedings were properly recorded and signed in the Minutes Book maintained
for the purpose.
| Name |
Designation |
DIN |
Number of Board Meeting attended |
Last AGM attended |
| Mit Tarunkumar Brahmbhatt |
Managing Director |
06520600 |
11 |
Yes |
| Khushboo Vasudev |
Independent Director |
08415000 |
11 |
Yes |
| @Kanika Kabra |
Independent Director |
10291001 |
0 |
No |
| Prajakta Anil Gangurde |
Independent Director |
10477994 |
11 |
No |
| Kishor Anil Kokate |
Independent Director |
10478019 |
11 |
No |
@Ms. Kanika Kabra Resigned as Independent Director of the Company
w.e.f. 06/04/2024.
The intervening gap between any two meetings was within the period
prescribed by the Companies Act, 2013.
12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and
non-executive, independent directors to maintain the independence of the Board and
separate its functions of governance and management.
The policy of the Company on directors' appointment and remuneration,
including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Subsection (3) of Section 178 of the Companies
Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the
remuneration paid to the directors is as per the terms laid out in the nomination and
remuneration policy of the Company.
13. TRAINING OF INDEPENDENT DIRECTORS
Every new independent director of the Board attended an orientation
program. To familiarize the new inductees with the strategy, operations and functions of
our Company, the executive directors / senior managerial personnel make presentations to
the inductees about the Company's strategy, operations, product and service offerings,
markets, software delivery, organization structure, finance, human resources, technology,
quality, facilities and risk management.
The Company has organized the following workshops for the benefit of
Directors and Independent Directors:
A program on how to review, verify and study the financial reports;
A program on Corporate Governance;
Provisions under the Companies Act, 2013; and SEBI Insider Trading
Regulation, 2015.
Further, at the time of appointment of an independent director, the
Company issues a formal letter of appointment outlining his/her role, functions, duties
and responsibilities as a director.
14. DECLARATION BY INDEPENDENT DIRECTORS
Mrs. Prajakta Anil Gangurde, Mr. Kishor Anil Kokate and Ms. Khushboo
Vasudev, Independent Directors of the
Company have confirmed that they fulfilled all the conditions of the
Independent Directorship as laid down in sub- section (6) of Section 149 of the Companies
Act, 2013 and the rules made there under and the same have been noted by the Board
Conservation of energy, Technology absorption and Foreign exchange earnings and Outgo.
The provisions of section 134(m) of the Companies Act 2013 regarding
the disclosure of particulars of conservation of energy and technology absorption
prescribed by the rules are not applicable to our company. The company does not have any
Foreign Exchange transactions during the financial year.
After closure of financial year, Mrs. Prajakta Anil Gangurde (DIN:
10477994) and Mr. Kishor Anil Kokate (DIN: 10478019) resigned from the position of
Non-Executive Independent Directors of the Company with effect from May 05, 2025. The
Board placed on record its sincere appreciation for their valuable guidance, support, and
contributions during their respective tenures
15. INDEPENDENT DIRECTORS DECLARATIONS:
In the opinion of the Board, the independent directors are,
individually, person of integrity and possess relevant expertise and experience.
The Independent Directors under section 149(6) of the Companies Act,
2013 declared that:
1. They are not a promoter of the Company or its holding, subsidiary or
associate company;
2. They are the directors in the company;
3. The independent Directors have/had no pecuniary relationship with
company, its holding, subsidiary or associate company, or their promoters, or directors,
during the two immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had
pecuniary relationship or transaction with the company, its holding, subsidiary or
associate company, or their promoters, or directors, amounting to two percent. or more of
its gross turnover or total income or Fifty Lakhs rupees or such higher amount as may be
prescribed, whichever is lower, during the two immediately preceding financial years or
during the current financial year;
5. Independent Director, neither himself nor any of his
relatives·
¦ holds or has held the position of a key managerial personnel
or is or has been employee of the company or its holding, subsidiary or associate company
in any of the three financial years immediately preceding the financial year in which he
is proposed to be appointed;
¦ is or has been an employee or proprietor or a partner, in any
of the three financial years immediately preceding the financial year in which he is
proposed to be appointed;
¦ a firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate company; or
16. REMUNERATION OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) /
EMPLOYEES:
Your Company has framed a Remuneration Policy which lays down a
framework in relation to the Directors, Key Managerial Personnel and Senior Management of
the Company. During the Year Company has paid remuneration to directors and KMP as follows
and further details annexed in this report.
| Name |
Designation |
Remuneration (In lakh) |
| Mit Tarunkumar Brahmbhatt |
Managing Director |
9.00 |
| Atish Ananta Kamble |
CFO |
2.22 |
| Poonam Rani |
Company Secretary |
1.24 |
The annual evaluation process for the Board of Directors, individual
Directors, and Committees was conducted in accordance with the provisions of the Companies
Act and the Listing Regulations.
The Board carried out a comprehensive self-assessment, gathering input
from all Directors. The evaluation focused on criteria such as board composition and
structure, the effectiveness of board processes, information flow, and overall
functioning.
Similarly, the performance of the Committees was assessed by the Board,
taking into account feedback from committee members. The evaluation considered aspects
like committee composition and the effectiveness of meetings. These criteria were largely
based on the guidance note on Board Evaluation issued by the Securities and Exchange Board
of India (SEBI) on January 5, 2017.
The Chairman of the Board held one-on-one meetings with Independent
Directors (IDs), while the Chairman of the Nomination and Remuneration Committee (NRC)
conducted individual meetings with the Executive Directors. In a separate meeting of the
IDs, the performance of Non-Independent Directors, the Board as a whole, and the Chairman
of the Company was evaluated, incorporating the perspectives of the Executive Director and
Non-Executive Directors (NEDs).
The NRC reviewed the performance of individual Directors based on
criteria such as their contribution to Board and committee meetings, preparedness on key
issues, and the meaningful and constructive input they provided during discussions. The
performance of the Board as a whole was also assessed.
In the subsequent Board meeting, which followed the meetings of the IDs
and the NRC, the overall performance of the Board, its Committees, and individual
Directors was discussed.
The evaluation process reinforced the Board's confidence in the
Company's ethical standards, the cohesiveness among Board members, the Board and
management's adaptability in addressing various challenges, and the openness of the
management in sharing strategic information with the Board.
18. MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to regulation 34 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), the
Management Discussion & Analysis is presented in separate section forming part of the
Annual Report.
19. CORPORATE GOVERNANCE
Pursuant to Regulation 15 (2), of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR)
shall not be mandatory, for the time being, in respect of the listed entity 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. As before the closuring of the year our
company's paid up equity share capital was not exceeding Rs. 10 Crore and Net Worth not
exceeding Rs. 25 Crore, as on the last day of the previous financial year 31/03/2024,
compliance with Regulation Para C, D and E of schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI
LODR), a Report on Corporate Governance was applicable.
However as on the 31.03.2025, the paid-up share capital was Rs.
19,20,00,000/- (Rupees Nineteen Crores Twenty Lakh only) divide into 19,20,00,000 Equity
Shares accordingly company is complying as per the directions of SEBI and the Bombay Stock
Exchange Limited, accordingly the company has been adhering to the directions and
guidelines as required.
A report on Corporate Governance in terms of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms integral part of this report. A
certificate regarding compliance of conditions of Corporate Governance Report issued by
Practicing Company Secretary is attached separately to this report.
20. UTILISATION OF THE PROCEEDS FROM PREFRENTIAL ISSUE OF EQUITY
CONVERTIBLE WARRANTS.
During the year, there has been no deviation in the use of proceeds of
the preferential Issue of warrant from the objects stated inthe letter of offer as per
Regulation 32 of SEBI Listing Regulations. The Company has been
disclosing on a quarterly basis to the Audit Committee, the usage &
application of proceeds of the funds raised from preferential Issue and also intimate the
Stock Exchange(s) on a quarterly basis, as applicable.
21. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology
absorption and foreign exchange earnings and outgo as required to be disclosed under the
Act, are provided in to this report.
22. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS UNDER SECTION 186
During the period under review, the loans, advance and guarantees if
any, were provided by the Company according to limit approved by the members of the
company by passing a special resolution in the shareholders meeting in compliance of the
provisions of Section 186 of Companies Act, 2013.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188
The particulars of contracts or arrangements with related parties
referred to in Section 188(1), as prescribed in Form AOC - 2 are appended as Annexure -
II.
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary course of business
and the provisions of the Companies Act, 2013, Rules made there under and the LODR are not
attracted.
All Related Party Transactions are placed before the Audit Committee
and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained
for transactions which are foreseen and repetitive in nature. The transactions entered
into pursuant to omnibus approval so granted are audited and a statement giving details of
all related party transactions is placed before the Audit Committee and the Board of
Directors for their approval on a quarterly basis.
The details of transactions with Related Parties are given in the notes
to the Financial Statements in accordance with the Accounting Standards.
The policy on Related Party Transactions as approved by the Board is
uploaded on the website of the Company at www. Mayukh.co.in
None of the Directors has any pecuniary relationships or transactions
vis-a-vis the Company.
24. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Save as mentioned elsewhere in this Report, no material changes and
commitments affecting the financial position of the Company has occurred between the ends
of the financial year of the Company 31st March, 2025 till the date of this
report.
25. STOCK SPLIT OF SHARES
During the year, the Company approved the sub-division of its Equity
Shares, whereby each Equity Share of face value of ^5/- (Rupees Five only) was sub-divided
into five Equity Shares of face value of ^1/- (Rupee One only) each, fully paid-up.
Accordingly, the subscribed share capital of the Company changed as
follows:
> Pre-subdivision: 2,40,00,000 Equity Shares of ^5/- each
> Post-subdivision: 12,00,00,000 Equity Shares of ^1/- each
26. RISK MANAGEMENT POLICY
The Board of Directors of the Company are of the view that currently no
significant risk factors are present which may threaten the existence of the company.
The Audit Committee and Board of Directors review these procedures
periodically. The company's management systems, organizational structures, processes,
standards, code of conduct and behavior together form a complete and
effective Risk Management System (RMS).
27. LISTED ON STOCK EXCHANGES: The Company is listed with BSE Limited
28. MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD
OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The annual evaluation process of the Board of Directors, individual
Directors and Committees was conducted in accordance with the provisions of the Act and
the Listing Regulations.
The Board evaluated its performance after seeking inputs from all the
directors based on 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 based on criteria such as the composition of
committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance note on Board
Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The Chairman of the Board had one-on-one meetings with the IDs and the
Chairman of the NRC had one-on- one meetings with the Executive and Non-Executive,
Non-Independent Directors.
In a separate meeting of IDs, performance of Non-Independent Directors,
the Board as a whole and the Chairman of the Company was evaluated, taking into account
the views of the Executive Director and NEDs.
The NRC reviewed the performance of individual directors on the basis
of 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. and the Board as a whole.
In the Board meeting that followed the meeting of the IDs and meeting
of the NRC, the performance of the Board, its committees and individual Directors was also
discussed.
The evaluation process endorsed the Board's confidence in the ethics
standards of the Company, cohesiveness amongst the Board members, flexibility of the Board
and management in navigating the various challenges faced from time to time and openness
of the management in sharing strategic information with the Board.
29. COMMITTEES OF THE BOARD
Currently, the Board has three committees:
1. Audit Committee,
2. Nomination and Remuneration Committee,
3. Stake Holders Relationship Committee.
A detailed note on the Board and its committees is provided under the
corporate governance report section in this Annual Report.
30. AUDIT COMMITTEE
The Audit Committee is constituted in line with the regulatory
requirements mandated by the Companies Act, 2013 and the Listing Obligations and
Disclosure Requirements, Regulations, 2015. The details of the Committee are set as
follows:
The Audit Committee met 8 (Eight) times in a year 15/04/2024,
30/05/2024, 05/08/2024, 16/08/2024, 30/08/2025, 12/11/2024, 25/01/2025 and 11/02/2025, and
Composition and Attendance at Meetings of Audit Committee during the financial year ended
March 31, 2025 are given in the Corporate Governance Report of the Board Reports.
> NOMINATION AND REMUNERATION COMMITTEE
Pursuant to the Act, SEBI Listing Regulations and NBFC Regulations, the
Company has Constituted a Nomination and
Remuneration Committee. The Committee acts as a Nomination Committee,
as per the NBFC Regulations, to ensure 'fit and proper' status of the directors to be
appointed/re-appointed and recommend their appointment/re-Appointment to the Board.
During the year under review, 4 (Four) Nomination and Remuneration
Committee meeting was held on 15/04/2024 ,30/05/2024 26/06/2024 30/08/2024 and Composition
and Attendance at Meetings of Nomination & Remuneration Committee during the financial
year ended March 31, 2025 are given in the Corporate Governance Report of the Board
Reports
> STAKEHOLDER RELATIONSHIP COMMITTEE:
Pursuant to the Act and SEBI Listing Regulations, the Company has
constituted a Stakeholders Relationship Committee. This Committee specifically looks into
the grievances of the equity shareholders of the Company. During FY 2024-2025, No
complaints from investors were received on any matters. The terms of reference of the
Committee, inter alia, includes review of measures taken for effective exercise of voting
rights by shareholders and review of adherence to the service standards in respect of
various services rendered by the registrar and share transfer agent.
During the year under review, 2 (Two) Stakeholders Relationship
Committee meeting was held on 05/08/2024. 30/08/2024
31. ANNUAL RETURN:
The extract of the Annual Return pursuant to the provisions of section
92 read with Rule 12 of the Companies (Rules), 2014 is furnished in Annexure I (MGT - 9)
and is attached to this Report.
32. CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM:
In view of the prevailing COVID-19 situation and consequent lockdown
across the country, the Ministry of Corporate Affairs (MCA) has exempted companies from
circulation of physical copies of Annual Report for FY 2024-25. Accordingly, the Annual
Report of the Company for FY 2024-25 is being sent only by email to the members, and all
other persons/entities entitled to receive the same. This Annual Report, along with other
documents, is also available on the Company's website at www.mavukh.co.in
33. AVAILABILITY OF INFORMATION TO THE BOARD:
The board should be supplied in a timely manner with information in a
form and of a quality appropriate to enable it to discharge its duties. Under the advice
and direction of the chairman, the company secretary's responsibility includes ensuring
good information flows within the board as well as between senior management and
non-executive directors.
The following information, inter alia, is provided to the directors of
the company:
- Quarterly results for the company.
- Minutes of meetings of audit committee and other committees of the
board.
- General notices of interest received from directors.
- Show cause, demand, prosecution notices and penalty notices which are
materially important.
- Any material default in financial obligations to and by the company.
- Any issue, which involves possible public or product liability claims
of substantial nature, including any judgment or order which, may have passed strictures
on the conduct of the company.
- Non-compliance of any regulatory, statutory duty.
- Legal compliance reports and details of payment of statutory dues.
- Capital budgets and any updates if required.
34. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:
The directors, have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
35. DETAILS OF SUBSIDIARY/ JOINT VENTURE/ASSOCIATE COMPANIES:
Mayukh Trading Private Limited (incorporated on 29th
October, 2021), the subsidiary of the Sattva Sukun Lifecare Limited by investment in 60 %
Equity Shares of Mayukh Trading Private Limited.
There is no Joint Venture or Associate Company as on 31st
March, 2025.
36. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:
The company has not issued any of its securities with differential
rights during the year under review.
37. AUDITORS & THEIR REPORTS:
A. Statutory Auditors:
The Members of the Company at the 43rd Annual General Meeting held on
29/09/2023 approved the appointment of SSRV & Associates, Chartered Accountants (Firm
Registration No. 135901W), as the Statutory Auditors of the Company for a term of five
years] commencing from the conclusion of the 43rd Annual General Meeting until
the conclusion of the 48th Annual General Meeting.
SSRV & Associates have confirmed their eligibility under Sections
139 and 141 of the Companies Act, 2013 and the rules framed thereunder. The Board places
on record its appreciation for the services rendered by the outgoing auditors during their
tenure
The Standalone & consolidated Auditors Report and the Notes on
financial statement for the year 2024-25 referred to in the Auditor's Report are
self-explanatory and does not contain any qualification, reservation or an adverse remark,
therefore, do not call for any further comments.
B. Secretarial Audit Report:
Pursuant to Section 204 of the Companies Act and the Companies
(Appointment and Remuneration of Managerial Personnel), 2014 the Board of Directors of the
Company has appointed M/s. Mr. Brajesh Gupta (Mem No: 33070 & COP: 21306) Practicing
Company Secretary, to conduct the Secretarial Audit of the Company for the financial year
2024-25. The Secretarial Auditors have submitted their report as provided under Annexure-
III to this Board's Report, confirming compliance by the Company of all the provisions of
applicable laws.
The Secretarial Audit Report contains observation remarks as follow.
The company has delayed filed following forms to
ROC:-
| Sr. No. Name of Form |
Purpose |
| 1 Form AOC-4 XBRL |
Filing XBRL document in respect of financial
statement and other documents with the Registrar for the financial year ending on 2024 |
| 2 Form No. CHG-1 |
Registration of creation of charge |
| 3 Form No. MGT-14 |
Filing of Resolutions passed in last AGM
held on 28/09/2024. |
| 4 Form No. SH-7 |
Change in Capital structure due to
sub-division of face vaiue of Equity shares from Rs. 5/- each to Re. 1/- each of 1 Equity
shares |
- The management of the Company has informed that delay submission of
form above form due to technical issues on MCA website and the company's secretarial
team after coordination with MCA help desk could file the said forms with delay/additional
fees.
The company has delayed in appointment of company secretary as
Compliance Officer under Reg. 6(1) SEBI (LODR) Regulations, 2015 and as per section 203 of
Companies act, 2013, in this regards the company has received the SOP fine email from BSE
Ltd. and same was paid by the company.
- The management of the Company has informed that it had initiated the
process of scheduling interviews for prospective candidates to fill the position of
Compliance Officer. However, due to the specific qualifications and experience required
for handling the compliance responsibilities of a listed company, the avaiiabiiity of
suitable candidates has been significantly limited. Despite the Company's continuous
efforts, the shortlisted candidates did not provide their consent to accept the
appointment. As a result, the Company was unable to appoint a Compliance Officer within
the timeline prescribed under the applicable regulation.
The company 3 days delayed submitted from due date of the disclosure of
Related Party Transactions on a consolidated basis, as required under Regulation 23(9) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the half
year ended on 30.09.2024, and the company has received the fine from BSE Ltd and same paid
by the company.
- The company informed that there were 3 days delay in submission of
Disclosure of related party transactions on consolidated basis in XBRL mode only the
company has also submitted RPT disclosure in PDF format on due time but due to technical
error in XBRL utility, delay was occurred.
c. Internal Audit Report:
The Company has appointed M/s Ashwin Mantri & Co, Chartered
accountants as Internal Auditor of the company in terms of section 138 of the Companies
Act, 2013 for the financial year 2024-25 and internal Auditor has conducted the audit for
F.Y. 2024-25 Auditor's Report are self-explanatory and does not contain any qualification,
reservation or an adverse remark, therefore, do not call for any further comments.
d. Cost Auditors
Appointment of Cost Auditor is not applicable to the Company. Hence,
the company has not appointed any Cost Auditor and cost accounts and records are not
required to maintain by the company.
During the year under review, the Statutory Auditor and Secretarial
Auditor have not reported any instances of frauds Committed in the Company by its Officers
or Employees, to the Audit Committee under Section 143 (12) of the Act details of which
needs to be mentioned in this Report
38. ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS)
The Ministry of Corporate Affairs vide notification dated 16 February
2015 made it mandatory in a phased manner for adoption and applicability of Indian
Accounting Standards (Ind AS) for companies other than Banking, Insurance and Non-Banking
Finance Companies. Rule 4 of the Companies (Indian Accounting Standards) Rules 2015
specifies the classes of companies which shall comply with the Ind AS in preparation of
the financial statements. In accordance with clause (iii) of sub rule (1) of the Rule 4 of
the companies (Indian Accounting Standards) Rules 2015, the compliance of Indian
Accounting Standards was applicable and mandatory to the company for the accounting period
beginning from 1 April 2017.
The financial statements for the year under review have been prepared
in accordance with the Ind AS including the comparative information for the year ended 31
March 2025 as well as the financial statements on the date of transition i.e. 1 April 2016
39. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
The Company has zero tolerance for sexual harassment at workplace and
has adopted a 'Respect for Gender' Policy on prevention, prohibition and redressal of
sexual harassment in line with the provisions of the Sexual Harassment of Women at
Workplace [Prevention, Prohibition and Redressal] Act, 2013 and the Rules framed there
under.
As per the requirement of Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013, (POSH) your Company has a robust
mechanism in place to redress the complaints reported under this Act. The Company has
complied with provisions relating to the constitution of Internal Complaints Committee
(ICC) under POSH. The Internal Complaints Committee (ICC) composed of internal members and
an external member who has extensive experience in the relevant field. The said Committee
meets regularly and takes up programs to spread awareness and educate employees about
prevention of Sexual Harassment at Workplace
The Company has not received any written complaint on sexual harassment
during the financial year.
| A. Number of complaint filed during the
financial year 2024-25: |
NIL |
| B. Number of complaint disposed during the
financial year 2024-25: |
NIL |
| C. Number of complaint pending as on end of
the financial year 2024-25: |
NIL |
Maternity Benefit Compliance,
The Company hereby confirms that it has duly complied with the
provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, including the
provision of maternity leave and benefits to eligible women employees, as applicable
during the financial year 2024-25.
Number of female employees availing maternity benefits: Nil Maternity
leave policies and enhancements:-Yes
Provision of creche facilities (as per the Maternity Benefit
(Amendment) Act, 2017, if applicable):Yes GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity, and inclusion
(DEI), the Company discloses below the gender composition of its workforce as on the March
31, 2025.
Male Employees: 8 Female Employees: 3 Transgender Employees: 0
This disclosure reinforces the Company's efforts to promote an
inclusive workplace culture and equal opportunity for all individuals, regardless of
gender
40. RISK MANAGEMENT POLICY:
The Board of Directors of the Company are of the view that currently no
significant risk factors are present which may threaten the existence of the company.
During the year, your Directors have an adequate risk management policy
in place capable of addressing those risks. The company manages monitors and reports on
the principal risks and uncertainties that can impact its ability to achieve its strategic
objectives. The Audit Committee and Board of Directors review these procedures
periodically. The company's management systems, organizational structures, processes,
standards, code of conduct and behavior together form a complete and effective Risk
Management System (RMS).
41. CORPORATE SOCIAL RESPONSIBILITY (CSR)
We view responsible conduct as a necessary input for long term business
success. We accept responsibility for our business, or employees and society. That is how
we define our corporate responsibility. But as per Section 135 of Companies Act, 2013 your
company is out of the preview of this responsibility.
42. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to the members of the Board and all employees in the course of day to day
business operations of the company. The Company believes in "Zero Tolerance”
against bribery, corruption and unethical dealings / behaviors of any form and the Board
has laid down the directives to counter such acts. The Code has been posted on the
Company's website.
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 particular on matters relating to integrity in the work place, in business
practices and in dealing with stakeholders. The Code gives guidance through examples on
the expected behavior from an employee in a given situation and the reporting structure.
All the board members and the senior management personnel have
confirmed compliance with the code. All management staff were given appropriate training
in this regard. The declaration on Code of Conduct is annexed as Annexure - V.
43. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to deal with instances of fraud
and mismanagement, if any. The
details of establishment of such mechanism have been disclosed on the
website.
Pursuant to Section 177(9) of the Act, a vigil mechanism was
established for directors and employees to report to the management instances of unethical
behaviour, actual or suspected, fraud or violation of the Company's code of conduct or
ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to
approach the Chief Ethics Counsellor / Chairman of the Audit Committee of Directors of the
Company for Redressal. No person has been denied access to the Chairman of the Audit
Committee of Directors.
The Company has adopted a Whistleblower Policy and Vigil Mechanism to
provide a formal mechanism to the Directors, employees and its stakeholders to report
their concerns about unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct or Ethics Policy. Protected disclosures can be made by a
whistleblower through several channels. The policy provides for adequate safeguards
against victimization of employees who avail of the mechanism and also provides for direct
access to the Chairman of the Audit Committee. It is affirmed that no personnel of the
Company have been denied access to the Audit Committee.
44. 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 directors and designated
employees of the Company. The Code requires pre- clearance for dealing in the Company's
shares and prohibits the purchase or sale of company shares by the directors and the
designated employees 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.
All Board of Directors and the designated employees have confirmed
compliance with the Code.
45. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's operations in
future. The Company confirms that it is not involved in any material litigation as on the
date of this Report.
46. CFO CERTIFICATION
The Chief Financial Officer Certification as required under Regulation
17(8) read with Part B of Schedule II of the SEBI (LODR) Regulation, 2015 have been
appended to this report in Annexure- VI.
47. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
In terms of the provisions of Section 197(12) of the Act read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement containing the disclosures pertaining to remuneration and other details as
required under the Act and the above Rules are provided in the Annual Report. The
disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Attached as Annexure - ANNEXURE-II.
48. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY.
The Board has adopted policies and procedures for ensuring the orderly
and efficient conduct of its business, including adherence to the company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures. Companies declare that their accounting software has:
• Non-deletable audit trail
• Daily backups stored in office
49. INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial control with
reference to financial statements. During the year, such controls were tested and no
reportable material weakness in designs or operations were observed.
50. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors
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 have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period;
(c) The directors have 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 have prepared the annual accounts on a going concern
basis;
(e) The directors, have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively, and
(f) The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
51. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE 2016:
During the year under review, there were no applications made or
proceeding pending in the name of the company under the Insolvency Bankruptcy Code, 2016.
52. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has no one-time settlement of Loans
taken from Banks and Financial Institutions.
53. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
The provisions of Section 125(5) of the Companies Act, 2013 do not
apply on the company as no dividend has been declared during the year.
54. REPORTING OF FRAUDS:
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and/or Board under
Section 143(12) of the Act and Rules framed there under.
55. SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:
The Company does have outstanding shares in the suspense account and is
required to maintain any Suspense Account or Unclaimed Account as required under Schedule
V of SEBI (LODR).
As per Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the details of equity shares lying in the Unclaimed
Suspense Account of the Company are as under:
| Particulars |
Number of Shareholders |
Number of Equity Shares |
| Aggregate number of shareholders and
outstanding shares lying at the beginning of the year |
0 |
0 |
| Number of shareholders who approached the
Company for transfer of shares from suspense account during the year |
0 |
0 |
| Particulars |
Number of Shareholders |
Number of Equity Shares |
| Number of shareholders to whom shares were
transferred from suspense account during the year |
190 |
595020 |
| Aggregate number of shareholders and
outstanding shares lying at the end of the year * |
190 |
595020 |
*the shares laying in the Mayukh Deal Trade Limited Physical Bonus
Issue Unclaimed Suspense Escrow account due to bonus issue.
56. SWEAT EQUITY, & EMPLOYEE STOCK OPTION PLAN:
The company has neither issued sweat equity nor has provided any stock
option scheme to the employees.
57. MAJOR EVENTS AND CHANGES DURING THE YEAR:
During the year under review, major events occurred during the F.Y.
2024-2025 as under: -
- Sub-division of 1 (one) equity share of face value of Rs. 5/- each
into 5(Five) equity shares of Re. 1/- each.
- Increase in the authorized share capital of the company from Rs.
30,00,00,000/- divided into 30,00,00,000 (Thirty Crore) equity shares of Re. 1/ (Rupee One
Only) (after proposed sub-division of face value of equity shares) each to Rs.
63,00,00,000/- divided into 63,00,00,000/- (Sixty-Three Crore) equity shares of Re. 1/-
(Rupee One Only) each by creation of additional 33,00,00,000 (Thirty-Three Crore) equity
shares of Re. 1/- (Rupee One Only) each.
- Further, Increase in the authorized share capital of the company from
Rs. 63,00,00,000/-divided into 63,00,00,000/- (Sixty-Three Crore) equity shares of Re. 1/-
(Rupee One Only) each to Rs.70,00,00,000 divided into 70,00,00,000/- (Seventy Crore)
equity shares of Re. 1/- (Rupee One Only) each.
- Change in name of the company from 'Mayukh Dealtrade Limited' to
'Sattva Sukun Lifecare Limited' and consequential alteration to Moa and AOA of the
company.
- Alteration of Articles of Association of the company by Insertion of
New Clause or amendment of existing clause for bonus issue.
- Issue and allotment of 7,20,00,000 Equity Shares of Re.1/- each as
BONUS EQUITY SHARES to the eligible members of the Company holding equity shares of Re.1/-
each in the proportion of 3:5 i.e. Three (3) new equity bonus share of Re.1/- for every
Five (5) existing paid up equity share of Re.1/-
This intimation is also being uploaded on the Company's website at
www.tahmar.in
58. ACKNOWLEDGEMENTS:
Your Directors would like to acknowledge and place on record their
sincere appreciation to all Stakeholders, Clients, Financial Institutions, Banks, Central
and State Governments, the Company's valued investors and all other business partners for
their continued co-operation and excellent support received during the year.
Your Directors recognize and appreciate the efforts and hard work of
all the employees of the Company and their continued contribution to its growth.
By Order of the Board
For Sattva Sukun Lifecare Limited
(Formerly Known as Mayukh Dealtrade Limited)
| Sd/- |
Sd/- |
| Mit Tarunkumar Brahmbhatt |
Tanmay Paresh Shah |
| Managing Director |
Director |
| DIN:06520600 |
DIN:11046372 |
| Date: 03rd September, 2025 |
|
| Place: Mumbai |
|
|