The Board of Directors hereby submits the report of the business and operations of your
Company, along with the audited financial statements, for the financial year ended March
31, 2024.
FINANCIAL RESULTS AND OPERATIONS
The financial performance for the year ended March 31,2024 is summarized below:
(Amount in Lacs)
Particulars |
STANDALONE |
CONSOLIDATED |
|
FY 2023-24 |
FY 2022-23 |
FY 2023-24 |
FY 2022-23 |
Net Sales /Income from Business Operations |
41672.23 |
46271.74 |
44574.53 |
47604.80 |
Other Income |
2616.65 |
-2831.03 |
2615.70 |
(2786.08) |
Total Income |
44288.88 |
43440.71 |
47190.23 |
44818.73 |
Cost of material consumed |
971.73 |
2693.38 |
1535.45 |
2862.70 |
Purchase of Stock in trade |
38516.37 |
40672.77 |
39705.95 |
41393.75 |
Employee Benefit Expense |
190.96 |
201.96 |
583.17 |
256.06 |
Changes in Inventories |
574.77 |
929.85 |
685.08 |
916.37 |
Financial Costs |
237.57 |
199.05 |
286.57 |
230.16 |
Other Expenses |
1155.64 |
641.4 |
1632.55 |
999.60 |
Profit before Depreciation |
2641.85 |
(1897.7) |
2761.47 |
46658.65 |
Less: Depreciation |
317.02 |
252.89 |
364.60 |
300.94 |
Less: Exceptional items |
0.00 |
0.00 |
638.75 |
0.00 |
Net Profit Before Tax |
2324.83 |
(2150.59) |
1708.32 |
(2136.69) |
Less Current Tax |
236.85 |
347.49 |
249.47 |
366.42 |
Less Previous year adjustment of Income Tax |
0.00 |
0.00 |
0.00 |
0.00 |
Less Deferred Tax |
155.56 |
(961.94) |
113.44 |
(952.14) |
Profit for the Period |
1932.42 |
(1536.14) |
1345.42 |
(1550.98) |
During the year under review, the Company's consolidated revenue from operations is Rs.
47604.80 Lacs compared to Rs. 44574.53 Lacs in the previous year and the Profit of the
Company for the period under review were Rs. 1345.42 Lacs as compared to loss of the
company Rs. (1550.98) Lacs in the previous year.
Further, on standalone basis, the Company has achieved the turnover of Rs. 41672.23
Lacs as compared to Rs. 46271.74 Lacs in the previous year and the Profit of the Company
during the year were Rs. 1932.42 as compared to loss of Rs. 1536.14 in the previous year.
BUSINESS OVERVIEW & OUTLOOK
Vikas Lifecare Ltd. is an ISO 9001:2015 certified company, historically engaged in the
business of trading and manufacturing of Polymer and Rubber compounds and Specialty
Additives for Plastics, Synthetic & Natural Rubbers. The company has been
conventionally engaged in various business segments including Polymer & Rubber
Commodity (bulk consumption) Compounds and Master-Batches. Manufacturing Up-Cycled
Compounds from industrial and post-consumer waste and scrap materials like EVA, PVC, PP,
PE etc., directly contributing to the Environment Protection initiatives from the
Government of India and fulfilling the mandated EPR obligations for the conglomerates
using hundreds of thousands of tonnes of plastic products and packaging materials.
Your Company is also a Del-Credere agent of ONGC - The Oil and Natural Gas Corporation
Ltd." Petro Additions Limited, a public sector undertaking producing a wide variety
of base polymers and commodity plastic raw materials.
The company has been primarily engaged in various business segments i.e. Polymer &
Rubber Commodity (bulk consumption) Compounds and Master- Batches (Manufacturing upcycled
compounds from industrial and post-consumer waste materials like EVA. PVC, PP PE etc.).
Contributing to the Environment Protection initiatives by The Government of India and
fulfilling the mandated EPR obligations for the conglomerates using hundreds of thousands
of tonnes of plastic products and packaging materials.
In addition, the Company has a division engaged in Agro Products Business, The Company
is empanelled with NAFED - The "National Agricultural Co Operative Federation of
India" and HOFED - The "Uttar Pradesh Horticultural Co Operative Marketing
Federation".
Vikas Lifecare Limited intends establishing / acquiring businesses in these segments
thereby expanding itc footprints in the country and beyond. They have also entered in to
the business of Drinking water distribution systems via manufacturing food grade piping
systems for drinking water and distribution of pharmaceuticals.
VLL has built capabilities to produce specifically engineered (ready-to-use / designed
/ modified) materials for plastic processors, for a wide spectrum of plastic products and
application.
As a long-term business strategy, the company has most recently diversified it's
business interests beyond raw materials (B2B businesses) and forayed into the B2C segment
with a host of consumer products for FMCG, Agro, and Infrastructure Segments; paving way
for an aggressive business growth with adding intricately planned and selected product
portfolios via acquisitions, joint ventures and tie-ups. Your Company intends establishing
/ acquiring businesses in these segments thereby expanding its footprint in the country
and beyond.
Vikas Lifecare Limited's subsidiary Genesis Gas Solutions Pvt. Ltd. is engaged in the
business of Smart Gas Meters being supplied to all the major Gas Distribution Companies
for domestic and commercial consumers. Genesis pioneers in Smart Gas and Water Metering
and commands about 20% of the Domestic Gas Metering business share in India. Vikas
Lifecare's subsidiary Genesis Gas Solutions enters into Joint Venture Agreement with
Indraprastha Gas Limited (IGL) and we are pleased to inform that proposed Joint Venture
Company IGL Genesis Technologies Limited (CIN: U26513DL2023PLC415626) has been
incorporated on June 15, 2023.
Company's various business segments, their prospective and future outlook has been
discussed in details, separately in 'Management Discussion and Analysis Report' which is
annexed herewith and form part of the Directors Report.
LISTING OF EQUITY SHARES
Equity shares of the Company were listed on the National Stock Exchange of India
Limited (NSE) and BSE Limited (BSE) on May 8, 2019.
CAPITAL STRUCTURE Authorized Share Capital
The Authorized Share Capital of the Company as on March 31, 2024 was Rs. 200,00,00,000
divided into 200,00,00,000 Equity Shares of Re.1 each.
Paid-up Share Capital and Allotments
As on March 31, 2024, the Issued and Paid-up Share Capital of the Company stood at Rs.
165,01,68,560/- divided into 165,01,68,560 fully paid-up equity shares of face value of
Re. 1/- per share.
a) The members of the company accorded their assent for the issuance of up to
24,25,00,000 fully Convertible Warrants, carrying a right exercisable to subscribe to one
Equity Share, to persons belonging to 'Promoter & Promoter Group' and 'Non-Promoter,
Public Category' on preferential basis at an issue price of Rs. 4/- per Warrant in the
28th Annual General Meeting held on September 30, 2023.
Thereafter, Company made allotment of 24,25,00,000 Fully Convertible Warrants as on
March 02, 2024. And the Board of Directors in their meeting held on March 20, 2024
considered and approved the allotment of equity shares on conversion of 3,50,00,000
warrants into 3,50,00,000 equity shares at an issue price of Rs. 4/- each (including a
premium of Rs. 3/- each), to "Promoter and Non-Promoters/Public Category", on
preferential basis, upon receipt of balance amount aggregating to Rs. 10,50,00,000/- from
the allottees pursuant to the exercise of their rights of conversion into equity shares in
accordance with the provisions of SEBI (ICDR) Regulations, 2018. Further the Remaining
20,75,00,000 warrants would be converted into equity upon receipt of Funds.
Consequent to conversion of warrants/allotment of Equity Shares, the issued and paid-up
capital of the Company stands increased to Rs. 165,01,68,560/-consisting of 165,01,68,560
equity shares of Re. 1/- each.
b) Qualified Institutions Placement (QIP)
Details of Qualified institutions placement of equity shares of face value of Rs. 1
under the provisions of Chapter VI of Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR
Regulations"), and Sections 42 and 62 of the Companies Act, 2013. The gist of
Qualified institutions placement (QIP) are given below:
Particulars |
1st Trench |
2nd Trench |
Date of Board Approval |
May 23, 2023 |
May 23, 2023 |
Date of Members Approval |
September 30, 2023 |
September 30, 2023 |
Date of Opening of Issue |
January 01, 2024 |
January 29, 2024 |
Floor Price |
Rs. 5.02 per Equity Share |
Rs. 7.08 per Equity Share |
Date of Closing of Issue |
January 10, 2024 |
February 10,2024 |
Relevant date |
January 01, 2024 |
January 29, 2024 |
Issue Price |
Issue price at Rs. 4.80 per Equity Share (including a premium of
Rs. 3.80 per Equity Share) |
Issue price at Rs. 6.75 per Equity Share (including a premium of
Rs. 5.75 per Equity Share) |
No. of shares Issued |
10,41,65,000 equity shares of face value of Rs. 1 |
7,40,70,000 equity shares of face value of Rs. 1 |
c) Issue of equity shares with differential rights
The Company has not issued any equity shares with differential rights so no disclosure
is required as per Rule (4) of the Companies (Share Capital and Debentures) Rules 2014.
d) Issue of sweat equity shares
The Company has not issued sweat equity shares, so no disclosure is required as per
Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.
e) Issue of employee stock options
The Company has not issued employee stock options, so no disclosure is required as per
Rule12 (9) of the Companies (Share Capital and Debentures) Rules 2014.
f) Provision of money by company for purchase of its own share by employees or by
trustee for the benefit of employees
The Company has not made any provision for purchase of its own share of employees or by
the trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of
the Companies (Share Capital and Debentures) Rules 2014.
CHANGE IN NAME OF THE COMPANY
During the period under review, there was no change in the name of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('Listing Regulations') Management Discussion and Analysis report ("MD&A
Report") providing a detailed overview of your Company's performance, industry
trends, business and risks involved is provided separately and is forming part of the
Annual Report.
SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS
The Company has a two Subsidiary company named "Genesis Gas Solutions Private
Limited" and Shashi Beriwal Private Limited
The Company acquired 98% stake in MSR Apparels Private Limited on April 22,
2023.Subsequently, MSR Apparels Private Limited became subsidiary in the year 2023-24.
Later on, the Company has sold its entire stake i.e. 98% of MSR Apparels Private Limited
on March 20, 2024. Therefore MSR ceased to be Subsidiary of Company.
The Company along with Mr. Vikas Garg and Advik Capital Limited (hereinafter
collectively referred to as 'Acquirers') has entered into a Share Purchase Agreement on
February 08, 2024, under which the Company intended to acquire 14,07,067 equity shares
representing 6.24% of the issued and paid-up share capital of Industrial Investment Trust
Limited. Pursuant to SPA, the Acquirers along with Advikca Finvest Limited ('PAC') have
triggered the requirement to make an open offer to the shareholders of the Target Company
in terms of Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations, 2011.
Further, the application for approval was also filed with SEBI and RBI, where the
approval from SEBI has been received dated on May 02, 2024 with some observation but
subject to the approval of RBI. The application submitted to RBI for prior approval for
acquisition of shares under SPA and Open Offer along with control over the Target Company
was returned by RBI owing to "lack of regulatory comfort on account of the existence
of more than one NBFC in the resulting group". Thereafter, after return of the
application by RBI, the acquirers had approached the RBI for seeking opportunity to
represent the matter in person and for seeking clarifications on filing of a new
application for the approval of change in control and shareholding of Industrial
Investment Trust Limited. Despite best efforts, the request was not acceded, thus,
Acquirers and Sellers has terminated the SPA through the termination agreement entered on
July 26, 2024 and consequently the open offer of the Target Company i.e., Industrial
Investment Trust Limited along with the open offer of IITL Projects Limited shall stand
withdrawn in terms of Regulation 23 of SEBI (SAST) Regulations, 2011.
Post Closure of Financial Year, Department of Economic and Tourism, Dubai UAE (the
DET), Government of Dubai, has approved incorporation of wholly owned subsidiary of the
Company in the name of "VIKASH LIFE CARE INVESTMENT MANAGEMENT L.L.C" and issued
a Certificate of Incorporation for the same. The company shall carry out business in the
field of Investment in Commercial Enterprises and Management.
All other necessary disclosures as stipulated by the statutes are made separately.
DIVIDEND
To conserve the resources for the expansion of business in the long run, your Directors
have not recommended any dividend for the Financial Year 2023-24 and have decided to
retain the profits.
CORPORATE GOVERNANCE AND ETHICS
The Company believes in adhering to the best corporate governance practices and its
philosophy emphasizes on fair and transparent governance and disclosure practices which
helps your Company to follow the path of its vision and mission. It strongly believes in
developing best corporate governance policies and procedures based on principals of fair
and transparent disclosures, equity, accountability and responsibility.
A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing
Regulations is forming part of the Annual Report. A certificate confirming compliance with
requirements of Corporate Governance as enumerated under the extant provisions of Listing
Regulations issued by Mr. Pankaj Kumar Gupta, Proprietor of Kumar G & Co., Company
Secretaries is also annexed to the said report.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to provisions of Section135 of the Companies Act, 2013, every company having a
Net Worth of Rupees Five Hundred Crore (Rs. 500 Crore) or more; or Turnover of Rupees One
Thousand Crore (Rs. 1000 Crore) or more; or Net Profit is Rupees Five Crore (Rs. 5 Crore)
or more during the immediately preceding financial year, is required to constitute a
Corporate Social Responsibility Committee ("CSR Committee") of the Board.
The provision became applicable to your company during the immediately preceding
financial year 2022-23 as the company has reached threshold limit. The Company was
required to spent as CSR obligation Rs. 7,22,293.17 (Being 2% of the Average Net Profit of
preceding three financial year) and consequently company has spent 7,42,000 during the
Financial Year 2023-24 by making contributions in DonateKart Foundation and Bharat Lok
Shiksha Parishad.
As the amount to be spent by the Company (CSR contribution) does not exceed 50 Lakhs
therefore the company was not required to constitute Corporate Social Responsibility
Committee. All the decision pertaining to expenditure of CSR Contribution has been
considered and approved by Board of Directors of the Company.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
The Board of Directors provides the blue print to the success of any organization, it
plans and implements various strategies to grow not only in numbers but in value and cater
to its stakeholders.
The Board met 10 (Ten) times during the year, details pertaining to Board and Committee
Meetings held during the year are detailed in Corporate Governance Report.
During the year there were following changes in your board of directors:
Appointments:
i. Appointment of Mr. Suresh Narayanan Menon (DIN: 02943982) as Independent Director of
the Company with effect from January 31, 2024.
ii. Appointment of Mr. Amit Jindal as Chief Executive Officer (CEO) of the Company with
effect from January 31,2024.
Cessations
i. Cessation of Mr. Balwant Kumar Bhushan (DIN: 09840934) from the office of Director
with effect from April 25, 2023 from the Post of Executive Director.
ii. Cessation of Ms. Ruby Bansal (DIN: 09338232) from the post of Independent Director
of the Company w.e.f January 19, 2024.
iii. Cessation of Mr. Vijay Kumar Sharma from the post of Chief Executive Officer of
the Company. However, he shall continue to hold the position of Whole Time Director of the
Company w.e.f January 31, 2024.
iv. Cessation of Mr. Amit Jindal from the post of Chief Executive Officer of the
Company with effect from March 20, 2024
KEY MANAGERIAL PERSONNEL
The Board of your Company consisted of the following Key Managerial Personnel (KMP'S)
as on the year ended March 31, 2024:
i. Chief Financial Officer : Mr. Chandan Kumar
ii. Company Secretary : Mrs. Parul Rai*
*Post closure of the Financial Year Mrs. Parul Rai resigned from the Post of Company
Secretary & Compliance and Mr. Sanjay Kumar Jaiswall appointed as the Company
Secretary & Compliance officer w.e.f. May 17, 2024.
DECLARATION OF INDEPENDENCE
The Independent Directors have confirmed that they meet the criteria of Independence as
stipulated under Section 149(6) of the Companies Act, 2013 read with the Regulation 16 (1)
(c) of the Listing Regulations and they are not aware of any circumstances or situation,
which exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgment and without any external
influence as an Independent Director of the Company.
The Board confirms to the declaration of the Independent Directors and there being no
doubts as to veracity of the same, places the same on record.
BOARD COMMITTEES
In compliance with the requirements of Companies Act, 2013 and Listing Regulations your
Board had constituted various Board Committees including Audit Committee, Nomination &
Remuneration Committee, and Stakeholders Relationship Committee. Details of the
constitution of these Committees, which are in accordance with regulatory requirements,
have been uploaded on the website of the Company viz. www.vikaslifecarelimited.com.
Details of scope, constitution, terms of reference, number of meetings held during the
year under review along with attendance of Committee Members is provided under Corporate
Governance Report forming part of the Annual Report.
AUDITORS AND AUDITORS' REPORT Statutory Auditors
M/s KSMC & Associates, Chartered Accountants (FRN: 003565N), were appointed as
Statutory Auditors of the Company at the 27th Annual General Meeting held on
September 29, 2022 for a period of 5 years and they will remain in office until conclusion
of 32nd AGM to be held in the financial year 2026-27.
Further, there are no qualifications, reservations, or adverse remarks in the Report
issued by M/s KSMC & Associates, Chartered Accountant, Statutory Auditors of the
Company for the Financial year ended March 31, 2023. The Statutory Auditors have also not
reported any incident of fraud to the Committee during the year under review. Audit
Remarks made in the Report are self- explanatory and do not call for any further comments
from your directors.
Secretarial Auditor
M/s. Kumar G & Co., Company Secretaries were appointed as the Secretarial Auditor
of your Company to carry out the Secretarial Audit for the financial year under review.
The Secretarial Audit Report issued by the Secretarial Auditors in Form No. MR-3 is
annexed with this Report.
Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the
Secretarial Audit Report for the financial year ended on 31st March, 2024 from M/s. Kumar
G & Co., Company Secretaries Secretarial Audit Report
The Secretarial Audit Report for the financial year ended 31st March, 2024 in the
format prescribed (Form MR-3) as provided by & Co. the Company Secretary in Practice
has been annexed to the Report. (Annexure-I)
Cost Audit
In accordance with the Section 148 of the Companies Act, 2013 and applicable rules made
thereunder, companies which are engaged in the production of such goods or providing such
services and have exceeded the net worth or a turnover of such amount as may be prescribed
is required to maintain cost records and to appoint Cost Auditor to conduct audit of cost
records maintained by the Company in a timely and proper manner.
Accordingly, the Board of Directors of the Company in their meeting held May 23, 2023
appointed M/s. Niraj Kumar Vishwakarma & Associates (Registration No: 003450) as the
Cost Auditors of the Company to conduct audit of cost records maintained by the Company
for the financial year 2023-24.
INTERNAL AUDITOR
The Company has appointed M/s G Mansi & Associates, Chartered Accountants ( FRN:
035927N), Practicing Chartered Accountants as an Internal Auditor of the Company for the
F.Y. 2023-24 as per the requirements of the section 138 of the Companies Act, 2013 read
with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of
the Act
SECRETARIAL STANDARDS
Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and
Secretarial Standard on General Meetings (SS-2) whenever it is applicable. Your Company
will comply with the other Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) as and when they are made mandatory.
BUSINESS RESPONSIBILITY REPORT
As per Regulation 34 (2)(f) of the SEBI (LODR) Regulations, 2015, top One thousand
(1000) listed entities based on market capitalization shall contain the Business
Responsibility Report in their Annual Report. As the Company does not fall under top 1000
listed Companies based on market capitalization, therefore, this regulation is not
applicable to the Company.
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES
Disclosures pertaining to the remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel), Rules, 2014 is also annexed to this Report.
SIGNIFICANT AND MATERIAL ORDERS
Imposition of penalty via Adjudication Order No. Order/SS/RK/2023-24/28342-28349] dated
July 27, 2023. Penalties of aggregate amount of Rs. 2,00,000 were imposed on Company under
Section 15A(b) of the SEBI Act, 1992.
Penalties have been paid by the respective Noticees within due timelines and also been
reported to Stock Exchanges
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
In terms of Section 186 of the Companies Act, 2013, particulars of inter-corporate
loans, guarantees and investments are provided in the notes to Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION
188
All Related party transactions are entered on an arm's length basis and are in
compliance with the applicable provisions of the Companies Act, 2013 and the Listing
Regulations. There are no materially significant related party transactions made by the
Company with Promoters, Directors or Key Managerial Personnel etc. which may have
potential conflict with the interest of the Company at large. Company's policy on related
party transactions can be accessed at its website www.vikaslifecarelimited.com.
The particulars of every contract and arrangement entered into by the Company with
related parties referred to in subsection (1) of section 188 of the Companies Act, 2013
including certain arm's length transactions under third proviso thereto are disclosed in
Form No. AOC-2 which is annexed to this Report.
POLICIES
Company has the following policies:
• Policy on Preservation of Documents and Archives Management as per Regulation 9
and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• Policy for Disclosure of events/ information and Determination of materiality as
per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
• Policy on Materiality of Related Party Transactions as per Regulation 23(1) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• Policy for determining material subsidiary as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Above Policies along with the other policies which are applicable on the website of the
Company at www.vikaslifecarelimited. com
ANNUAL RETURN
The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 of your Company for the financial
year under review is available at website of your Company www.vikaslifecarelimited.com
under the "Investor Zone" section.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of
your Company occurring between the end of the Financial Year and the date of this Report.
PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.UNDER SECTION 134(3)(m) OF THE
COMPANIES ACT, 2013 AND RULES MADE THEREIN
As per the provisions of Section 134(3)(m) of the Act read with Companies (Accounts)
Rules, 2013, Details of steps taken by your Company to conserve energy through its
Sustainability initiatives, Research and Development and Technology Absorption have been
disclosed as part of the Annual Report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company's internal control systems are commensurate with the nature of its business
and the size and complexity of its operations. The Statutory and the Internal Auditors
routinely conduct system checks and give their report after evaluation of the efficacy and
adequacy of internal control systems including controls with respect to the financial
statements, its compliance with operating systems, accounting procedures and policies in
the Company. Based on the report of Internal Audit, the departments undertake corrective
action in their respective areas and thereby strengthen the controls.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise
was carried out to evaluate the performance of individual Directors, including the
Chairman of the Board who were evaluated on parameters such as level of engagement and
contribution and independence of judgment there by safeguarding the interest of the
Company.
The performance evaluation of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors. The board also carried out an annual performance
evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder
relationship committee. The Directors expressed their satisfaction with the evaluation
process.
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 infrastructure 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).
PREVENTION OF INSIDER TRADING
The Company has a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and certain 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 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 Directors and the designated employees have confirmed
compliance with the Code.
DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER-SE
None of the Directors are related to each other.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to members of
the Board, Key Managerial Personnel, Senior Management of the Company and all employees in
the course of day-to-day business operations of the company. The Code has been placed on
the Company's website www.vikaslifecarelimited.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 particular on matters relating to
integrity in the workplace, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code.
APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (INDAS)
The financial statements have been prepared in accordance with the Indian Accounting
Standards (IndAS) specified under section 133 of the Companies Act, 2013, read with Rule 3
of the Companies (Indian Accounting Standards) Rules, 2015.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal)
Act, 2013. During the year under review, no compliant was received in this regard.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
During the year under review, there were no applications made or proceedings pending in
the name of the Company under Insolvency and Bankruptcy Code, 2016.
THE 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
During the year under review, there has been no one time settlement of loans taken from
the banks and financial institutions.
REGISTRAR AND SHARE TRANSFER AGENT
With effect from June 28, 2023 the Company has shifted its RTA from Alankit Assignments
Limited to Big Share Services Private Limited for better investor services. The Company
has obtained NOC from NSDL & CDSL respectively dated June 28, 2023 the same has been
intimated under Regulation 30 of Listing Obligation Disclosure Requirement Regulation
2015.
HUMAN RESOURCES
The Management has a healthy relationship with the officers and the Employee.
PARTICULARS OF EMPLOYEES
None of the employees of the Company were in receipt of remuneration in excess of
limits as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (C) read with Section 134(5) of the Act, the Directors, to
the best of their knowledge and ability, hereby confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards had
been followed with proper explanation relating to material departures;
ii. they have selected such accounting policies in consultation with Statutory Auditors
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 March 31,2023 and of the profit and loss of the company for the
Financial Year;
iii. they have taken proper and sufficient care, to the best of their knowledge and
ability, 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 frauds and other irregularities;
iv. The annual accounts of the Company have been prepared 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.
vi. They had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Your Directors place on record their appreciation for the valuable support and
cooperation of the Company's Bankers, Government Agencies, Customers, Suppliers,
Shareholders, Employees and other statutory authorities, who have reposed their continued
trust and confidence in the Company.
|
For Vikas Lifecare Limited |
For Vikas Lifecare Limited |
|
Sundeep Kumar Dhawan |
Vijay Kumar Sharma |
Date: 06.09.2024 |
Managing Director |
Whole-Time Director |
Place: New Delhi |
DIN:09508137 |
DIN:08721833 |
|