To
The Members / Shareholders,
The Board of Directors hereby present the 21st Annual Report of CIAN
HEALTHCARE LIMITED (CIN: L24233PN2003PLC017563) together with the Audited Financial
Statements for the financial year ended 31st March, 2024.
FINANCIAL HIGHLIGHTS
(Amount in Lakhs)
PARTICULARS |
2023-24 (Standalone) |
2022-23 (Standalone) |
2023-24 (Consolidated) |
2022-23 (Consolidated) |
Revenue from business operation |
Rs. 5,874.89 |
Rs. 6,756.13 |
Rs. 6,169.55 |
Rs. 6859.00 |
Other Income |
Rs. 106.08 |
Rs. 53.81 |
Rs. 44.07 |
Rs. 61.80 |
Total Income |
Rs. 5,980.97 |
Rs. 6,809.94 |
Rs. 6,213.62 |
Rs. 6920.80 |
Operating profit before depreciation, Finance Cost, Exceptional Item
and Tax (EBITDA) |
Rs. 842.02 |
Rs. 902.91 |
Rs. 1,130.42 |
Rs. 1311.13 |
Less: Depreciation & Amortization expenses |
Rs. 368.19 |
Rs. 364.42 |
Rs. 546.66 |
Rs. 543.13 |
Less: Finance Cost |
Rs. 472.76 |
Rs. 418.45 |
Rs. 578.95 |
Rs. 568.92 |
Profit before tax |
Rs. 1.27 |
Rs. 120.04 |
Rs. 5.22 |
Rs. 199.08 |
Less: Current Tax Expenses |
Rs. (18.73) |
Rs. 20.04 |
Rs. (18.14) |
Rs. 33.24 |
Less: Deferred Tax Expenses |
Rs. (18.97) |
Rs. (7.68) |
Rs. (2.06) |
Rs. (37.11) |
Net Profit for the year |
Rs. 38.97 |
Rs. 107.68 |
Rs. 25.43 |
Rs. 202.95 |
Add: Other Comprehensive |
Rs. 0.00 |
Rs. 0.00 |
Rs.0.00 |
Rs.0.00 |
Total Comprehensive Income |
Rs. 0.00 |
Rs. 0.00 |
Rs. 0.00 |
Rs. 0.00 |
Paid up equity share capital |
2499.57 |
2499.57 |
2499.57 |
2499.57 |
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) |
0.16 |
0.43 |
0.10 |
0.81 |
Surplus brought forward from previous year |
Rs. 61.50 |
Rs. (46.18) |
Rs. (626.57) |
Rs. (829.50) |
Balance available for appropriation |
Rs. 100.47 |
Rs. 61.50 |
Rs. (601.14) |
Rs. (626.55) |
BUSINESS OVERVIEW:
The company is engaged in manufacturing of multiple lines- tablets, capsules, soft
gels, liquid orals, ointments/ creams & sachets, cosmetics. Our portfolio comprises of
gynecology, haematinic, cardio- diabetic, orthopedic, pediatric, derma-cosmetic, and
antibiotic, CNS, vitamins & nutrient products.
Products are developed at our centralized R &D, staffed with world class
professionals who are in constant pursuit to develop differentiated products.
The company is also exporting its product to various countries viz Afghanistan, Benin,
Bhutan, Bolivia, Cambodia, Sri Lanka, Myanmar and also enhance its production capacity by
installing additional machinery for manufacturing variety of products.
The Company also entering into new field of business of Manufacturing of Cosmetic
products which is having huge market and demand in India.
PERFORMANCE REVIEW
Standalone:
Your Company delivered a solid all-round performance during the year under reviewed. In
F.Y 2023-24, total revenue including other income stood at Rs. 5980.97 Lakhs against Rs.
6809.94 Lakhs in F.Y 2022-23.
Profit/(loss) before tax is Rs. 1.27 Lakhs as compared to Profit of Rs. 120.04 Lakhs
for the F.Y 2022-23. The Profit/(loss) after tax stood at Rs. 38.97 Lakhs as compared to
Profit of Rs. 107.68 Lakhs for the F.Y 2022-23.
Consolidated:
During the F.Y 2023-24 the Company and its Subsidiary Company Dr. Smith Biotic Private
Limited revenue including other income stood at Rs. 6213.62 Lakhs as compared to Rs.
6920.80 in F.Y 2022-23.
The Profit/(Loss) before tax is Rs. 5.22 Lakhs as compared to Profit of Rs. 199.08
Lakhs for the F.Y 2022-23. The Profit/(Loss) after tax stood at Rs. 25.43 Lakhs as
compared to Profit of Rs. 202.95 Lakhs for the F.Y 2022-23.
PERFORMANCE OF THE SUBSIDIARIES OF THE COMPANY
DR. SMITHS BIOTECH PRIVATE LIMITED
During the financial year 2023-24, Dr. Smiths Biotech Private Limited has reported a
total income of INR 1111.45 Lakhs/- and incurred total expenditure of Rs. 1107.70/- Lakhs
thus the Company earned a total Profit before tax of INR 3.96 Lakhs/-. During the year the
Company operation was affected due to working capital issue.
DIVIDEND
The Board of Directors of the company after holistically considering the financial
position of the company and the future financial needs of the company have decided not to
declare any dividend for the financial year ended March 31, 2024.
TRANSFER TO RESERVE:
The directors do not propose to transfer any amount to the General Reserve. The amounts
of net profit are carried to reserve & surplus account of the Company.
CHANGE TN THE NATURE OF BUSINESS:
During the year, the Company has not changed its business or object and continue to be
in the same line of business as per the main object of the Company.
SHARE CAPITAL:
The issued, subscribed and paid-up equity share capital of the Company as on 31st
March, 2024 was Rs. 2499.57 Lakhs comprising of 24995764 equity shares of Rs. 10/- each.
MATERIAL CHANGES & COMMITEMENTS:
During the year ender review the company has passed Special resolution for migration
from BSE SME Listing Platform to Listing on Main Board of BSE Limited and In-principle
approval for migration has been received from BSE 2nd July, 2024 and the final
migration application is in process. There were no other material changes in the Company
during the period under review.
BOARD OF DIRECTORS:
The composition of Board complies with the requirements of the Companies Act, 2013
("Act"), Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015("Listing Regulations"), the
Company is exempted from requirement of having composition of Board as per Regulation 17
of Listing Regulations.
None of the Directors of Board is a member of more than ten Committees or Chairman of
more than five Committees across all the Public Companies in which they are Director. The
necessary disclosures regarding Committee positions have been made by all the Directors.
None of the Director of the Company is serving as a Whole-Time Director in any Listed
Company and is holding position of Independent Director in more than 3 Listed Company and
none of the Director of the Company is holding position as Independent Director in more
than 7 Listed Company.
None of the Directors of the Company is disqualified for appointed as Director as
specified in Section 164 (2) of the Companies Act, 2013.
During the financial year under review there were changes in the
constitution of the Board of Directors of the Company The strength of the Board of
Directors on 31 March, 2024 was Six Directors as follows:
S.NO |
DIN |
Name of Director |
Date of Appointment |
Designation |
1 |
01304850 |
Mr. Suraj Shriniwas Zanwar |
07/01/2003 |
Managing Director |
2 |
08502901 |
Mr. Paresh Arun Shah |
25/08/2022 |
Non-Executive Director |
3 |
09716226 |
Mr. Sunil Kumar |
03/09/2022 |
Independent Director |
4 |
07268922 |
Mrs. Swati Maheshwari |
30/05/2022 |
Independent Director |
5 |
08466723 |
Mr. Santosh Shivaji Pimparkar |
11/10/2023 |
Director |
6 |
05133085 |
Mr. Prateek Shriprakash Kulkarni |
17/01/2024 |
Independent Director |
During the financial year under review, following changes have occurred in the
constitution of the Board of Directors of the Company:
Appointments of Directors:
S.NO |
DIN/PAN |
Name of Director |
Date of Appointment |
Designation |
1 |
08466723 |
Santosh Shivaji Pimparkar |
11/10/2023 |
Director |
2. |
05133085 |
Mr. Prateek Shriprakash Kulkarni |
17/01/2024 |
Independent Director |
Resignation of Directors:
|
DIN/PAN |
Name of Director |
Date of Resignation |
|
MEETING OF THE BOARD OF DIRECTORS:
The Board meets at regular intervals to discuss and decide on Company / business policy
and strategy apart from other Board business. The notice of Board meeting is given well in
advance to all the-Directors.
During the financial year under report the Board of Director's of the company have duly
met for 12 times, in respect of which meetings, proper notices were given, and the
proceedings were properly recorded and signed in the minutes book maintained for purpose.
The meetings of the Board of Directors of the Company were held on:
S.No |
Date of Meeting |
Place of Meeting |
Board Strength |
Name of Director present at meeting |
1 |
20.04.2023 |
Corporate Office |
4 |
• Suraj Shriniwas Zanwar |
|
|
|
|
• Sunil Kumar Saini |
|
|
|
|
• Paresh Arun Shah |
2 |
30.05.2023 |
Corporate Office |
4 |
• Suraj Shriniwas Zanwar |
|
|
|
|
• Swati Maheshwari |
|
|
|
|
• Paresh Arun Shah |
3 |
05.07.2023 |
Corporate Office |
4 |
• Suraj Shriniwas Zanwar |
|
|
|
|
• Sunil Kumar Saini |
|
|
|
|
• Paresh Arun Shah |
4 |
04.09.2023 |
Corporate Office |
4 |
• Suraj Shriniwas Zanwar |
|
|
|
|
• Sunil Kumar Saini |
|
|
|
|
• Paresh Arun Shah |
|
|
|
|
• Swati Maheshwari |
5 |
27.09.2023 |
Corporate Office |
4 |
• Suraj Shriniwas Zanwar |
|
|
|
|
• Sunil Kumar Saini |
|
|
|
|
• Paresh Arun Shah |
6 |
05.10.2023 |
Corporate Office |
4 |
• Suraj Shriniwas Zanwar |
|
|
|
|
• Sunil Kumar |
|
|
|
|
• Paresh Arun Shah |
7 |
11.10.2023 |
Corporate Office |
4 |
• Suraj Shriniwas Zanwar |
|
|
|
|
• Sunil Kumar |
|
|
|
|
• Paresh Arun Shah |
8 |
14.11.2023 |
Corporate Office |
5 |
• Suraj Shriniwas Zanwar |
|
|
|
|
• Sunil Kumar |
|
|
|
|
• Paresh Arun Shah |
9 |
04.12.2023 |
Corporate Office |
5 |
• Suraj Shriniwas Zanwar |
|
|
|
|
• Sunil Kumar |
|
|
|
|
• Paresh Arun Shah |
|
|
|
|
• Santosh Pimparkar |
10 |
30.12.2023 |
Corporate Office |
5 |
• Suraj Shriniwas Zanwar |
|
|
|
|
• Sunil Kumar |
|
|
|
|
• Paresh Arun Shah |
|
|
|
|
• Santosh Pimparkar |
11 |
17.01.2024 |
Corporate Office |
5 |
• Suraj Shriniwas Zanwar |
|
|
|
|
• Sunil Kumar |
|
|
|
|
• Paresh Arun Shah |
|
|
|
|
• Santosh Pimparkar |
12 |
30.03.2024 |
Corporate Office |
6 |
• Suraj Shriniwas Zanwar |
|
|
|
|
• Sunil Kumar |
|
|
|
|
• Paresh Arun Shah |
|
|
|
|
• Santosh Pimparkar |
|
|
|
|
• Prateek Kulkarni |
INDEPENDENT DIRECTORS:
In terms of Section 149 of the Companies Act, 2013 and rules made there under, the
Company has Theee Non-Promoter Non-Executive Independent Directors in line with the act. A
separate meeting Of Independent Directors was held on 18.01.2024 to review the performance
of Nonindependent Directors and Board as whole and performance of the Company including
assessment of quality, quantity and timeliness of flow of information between Company
management and Board.
The Company has received necessary declaration from each director under Section 149(7)
of the Act that they meet the criteria of independence laid down in Section 149 (6) of the
act.
DIRECTOR AND KEY MANAGERIAL PERSONNEL
Following is the composition of the Board of Directors and Key Managerial Personnel of
the Company as on 31st March 2024:
S.NO |
DIN |
Name of Director |
Date of Appointment |
Designation |
1. |
01304850 |
Suraj Shriniwas Zanwar |
07/01/2003 |
Managing Director |
2. |
08502901 |
Mr. Paresh Arun Shah |
25.08.2022 |
Non-Executive Director |
3. |
09716226 |
Mr. Sunil Kumar |
03.09.2022 |
Independent Director |
4. |
07268922 |
Mrs. Swati Maheshwari |
30.05.2022 |
Independent Director |
5. |
08466723 |
Mr. Santosh Shivaji Pimparkar |
11/10/2023 |
Director |
6. |
05133085 |
Mr. Prateek Shriprakash Kulkarni |
17/01/2024 |
Independent Director |
7. |
CLTPD3486P |
Munjaji Purbhaji Dhumal |
30.07.2021 |
Company Secretary |
8. |
BCWPK1529B |
Riyaz Bashir Khan |
12/06/2020 |
CFO |
Based on the disclosures as provided by the directors or the Company in pursuance to
the provisions of Section 164 of the Companies Act 2013, none of the Directors of the
Company is found to be disqualified.
PERFORMANCE EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act.
• The performance of the board was evaluated by the board, after seeking inputs
from all the directors, on the basis of the criteria such as the board composition and
structure, effectiveness of board processes, information and functioning etc.
• The performance of the committees was evaluated by the board after seeking
inputs from the committee member on the basis of the criteria such as the composition of
committees, effectiveness of committee meetings, etc.
• The board and the nomination and remuneration committee reviewed the performance
of the individual directors on the basis of the criteria such as the contribution of the
individual director to the board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the chairman was also evaluated on the key aspect of his role.
Separate meeting of Independent Directors was held to evaluate the performance of
nonindependent directors, performance of the board as a whole and performance of the
chairman, taking into account the views of executive directors and non-executive
directors. Performance evaluation of independent directors was done by the entire board,
excluding the independent director being evaluated.
DIRECTOR RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms that-
(a) In the preparation of the annual accounts for the year ended March 31, 2024, the
Company has followed the applicable accounting standards and there are no material
departures from the same;
(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 as at March 31, 2024 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 the Companies Act, 2013, 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 had laid down the internal financial Control and that internal
financial Control are adequate and were operating effectively.
(f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
COMMITTEE OF BOARD
As per the provision of the Companies Act, 2013 the Company has constituted following
committees of the Board:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholder Relationship Committee
AUDIT COMMITTEE:
The Board of Director has constituted Audit Committee as per the provision of Section
177 of the Companies Act, 2013.
The Composition of Audit Committee are as follows:
AUDIT COMMITTEE
NAME |
POSITION |
DESIGNATION |
Mrs. Swati Maheshwari |
Chairman |
Independent Director |
Mr. Suraj Shriniwas Zanwar |
Member |
Managing Director |
Mr. Sunil Kumar |
Member |
Independent Director |
The meeting of Audit Committee was held on:
S. No |
Date of Meeting |
Name of Member present in the meeting |
1 |
30/05/2023 |
• Suraj Shriniwas Zanwar |
|
|
• Swati Maheshwari |
|
|
• Sunil Kumar Saini |
2 |
04/09/2023 |
• Suraj Shriniwas Zanwar |
|
|
• Sunil Kumar Saini |
3 |
14/11/2023 |
• Suraj Shriniwas Zanwar |
|
|
• Swati Maheshwari |
|
|
• Sunil Kumar |
4 |
30/03/2024 |
• Suraj Shriniwas Zanwar |
|
|
• Sunil Kumar Saini |
NOMINATION & REMUNERATION COMMITTEE
The Board of Director has constituted Nomination & Remuneration Committee as per
the provision of Section 178 of the Companies Act, 2013.
The Composition Nomination & Remuneration Committee of are as follows:
NOMINATION & REMUNERATION COMMITTEE |
NAME |
POSITION |
DESIGNATION |
Mrs. Swati Maheshwari |
Chairman |
Independent Director |
Mr. Paresh Arun Shah |
Member |
Non-Executive Director |
Mr. Sunil Kumar |
Member |
Independent Director |
The meeting of Nomination & Remuneration Committee was held on:
S.No |
Date of Meeting |
Name of Member present in the meeting |
1 |
30/05/2023 |
• Mrs. Swati Maheshwari |
|
|
• Mr. Paresh Arun Shah |
|
|
• Mr. Sunil Kumar Saini |
2 |
05/10/2023 |
• Mr. Sunil Kumar Saini |
|
|
• Mr. Paresh Arun Shah |
3 |
11/10/2023 |
• Mr. Paresh Arun Shah |
|
|
• Mr. Sunil Kumar Saini |
|
|
• Mrs. Swati Maheshwari |
4 |
17/01/2024 |
• Mr. Paresh Arun Shah |
|
|
• Mr. Sunil Kumar Saini |
NOMINATION & REMUNERATION POLICY:
Nomination and Remuneration Policy in the Company is designed to create a
high-performance culture. It enables the Company to attract motivated and retained
manpower in competitive market, and to harmonize the aspirations of human resources
consistent with the goals of the Company. The Company pays remuneration by way of salary,
benefits, perquisites and allowances to its Managing Director and the Executive Directors.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed
on the website of the Company at www.cian.co and is annexed to this report as Annexure
A
REMUNERATION TO DIRECTOR:
The details of remuneration/sitting fees paid during the financial year 2023-2024 to
Executive Directors/ Directors of the Company is provided in Annual Return which available
on the website of Company www.cian.co.
STAKEHOLDER RELATIONSHIP COMMITTEE:
The Board of Director has constituted Stakeholder Relationship Committee as per the
provision of Section 178 of the Companies Act, 2013.
The Composition of Stakeholder Relationship Committee are as follows:
STAKEHOLDER RELATIONSHIP COMMITTEE
NAME |
POSITION |
DESIGNATION |
Mr. Paresh Arun Shah |
Chairman |
Non-Executive Director |
Mr. Sunil Kumar |
Member |
Independent Director |
Mrs. Swati Maheshwari |
Member |
Independent Director |
The meeting of Stakeholder Relationship Committee was held on:
S.No |
Date of Meeting |
Name of Member present in the meeting |
1 |
30/05/2023 |
• Mr. Sunil Saini |
|
|
• Mr. Paresh Arun Shah |
2 |
04/09/2023 |
• Mr. Sunil Saini |
|
|
• Mr. Paresh Arun Shah |
WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013, the Company has adopted a
Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The
Company had established a mechanism for directors and employees to report concerns about
unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and
Ethics. The mechanism also provides for adequate safeguards against victimization of
directors and employees who avail of the mechanism and also provide for direct access to
the Chairman of the Audit Committee in the exceptional cases.
We affirm that during the financial year 2023-24, no employee or director was denied
access to the Audit Committee.
DEPOSITS
In terms of the provisions of Sections 73 of the Act read with the Companie (Acceptance
of Deposits) Rules. 2014, the Company has not accepted any deposits during the year under
review and as such, no amount of principal or interest was outstanding as on 31st
March, 2024.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186
The Company has invested in 22,00,000 equity shares of Rs. 10 each aggregating to Rs.
7,08,84,000 (Rupees Seven Crores Eight Lakhs Eighty-Four Thousand only) of DR. SMITHS
BIOTECH PRIVATE LIMITED. No Loans and Guarantees covered under the provisions of Section
186 of the Companies Act, 2013 have been given by the Company.
ANNUAL RETURN
Annual Return extract is in the accordance with Section 92 sub-section (3) of the
Companies Act, 2013 read With Rule No. 12(l) of the Companies (Management and
Administration (Rules 2014) the copy of Annual Return has been placed on the website of
Company www.cian.co. The Member may follow web link for the same https://cian.co/annualreport
RELATED PARTY TRANSACTIONS
During the financial year under review the Company has entered into the contract or
arrangements Pursuance of the provisions of section 188(1) of the Companies Act 2013, the
particulars of such transactions in prescribed Form No. AOC-2, has been annexed herewith
as "Annexure B".
DIRECTORS REMUNERATION
The details of remuneration/sitting fees paid during the financial year 2023-24 to
Executive Directors/Directors of the Company is provided in Annual Return which is
available on the website of Company www.cian.co.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND OUTGO:
As required under section 134(3Km) of the Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014, information relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Eaming and Outgo is as follows:
Conservation of Energy &Technology Absorption:
The Company is taking adequate steps to conserve the energy at all the levels and the
Company is also implementing various measures for reduction in consumption of energy. The
Disclosure of particulars with respect to Conservation of Energy has been attached
herewith as in FORM A as "Annexure C". There is no technology absorption
during the year under review.
Foreign Exchange Earning & Outgo:
(Amount in Lakhs)
PARTICULAR |
FY 2023-24 |
FY 2022-23 |
Foreign Exchange Earning |
1078.63 |
884.28 |
Foreign Exchange Outgo |
0.00 |
0.00 |
In today's economic environment, Risk Management is a very important part of business.
The Company is Exposed to inherent uncertainties owing to the sectors in-which it
operates. A key factor in determining a company's capacity to create sustainable value is
the risks that the company is willing to take (at strategic and operational levels) and
its ability to manage them effectively. Many risks exist in a company's operating
environment and they emerge on a regular basis. The Company's Risk Management processes
focuses on ensuring that these risks are identified on a timely basis and addressed.
Your Company also has a Risk Management Frarmework in place covering all critical areas
of operation. This framework is reviewed periodically keeping in mind the business
dynamics and external environment and provides the guidelines for managing the various
risks across the business.
The Process of Risk Management include following steps:
1) Risk Identification and Impact Assessment
2) Risk Evaluation
3) Risk Reporting and Disclosures
4) Risk Mitigating and Monitoring
INTERNAL FINANCIAL CONTROL
The Company has a proper and adequate system of internal controls. This ensures that
all transactions are authorized, recorded and reported correctly, and assets are
safeguarded and protected against loss from unauthorized use or disposition. In addition,
there are operational controls and fraud risk controls, covering the entire spectrum of
internal financial controls.
The Internal Auditor of the Company carries out review of the intemal control systems
and procedures. The internal audit reports are reviewed by Board.
Your Company has also put in place adequate internal financial controls with reference
to the financial statements commensurate with the size and nature of the Company. During
the year, such controls were tested and no material discrepancy or weakness in the
Company's internal controls over financial reporting was observed.
DISCLOSURE OF REMUNERATION
Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, detail of
ratio of the remuneration of each director to the median employee's remuneration are
appended to this report as “Annexure D”
There is no employee drawing remuneration of Rs. 8,50,000/- per month or
Rs.1,02,00,000/- per year, therefore the particulars of employees as required u/s 197(12)
of the Companies Act, 2013 read with Rule 5(2) and Rule (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the company.
Name of the top 10 employees in term of remuneration drawn in the financials year
2023-24:
A statement of Top-10 employees in terms of remuneration drawn as per rule 5(2) read
with rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 as amended, is annexed with the report “Annexure E”.
CORPORATE GOVERNANCE
Your Company strives to incorporate the appropriate standards for corporate governance.
However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the
Provisions of certain regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and therefore the Company has not provided a separate
report on Corporate Govemance, although few of the information are provided in this under
relevant heading.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In. terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 a review of the performance of the Company, for the year
under review, Management Discussion and Analysis Report, is presented in a separate
section forming part of this Annual Report as “Annexure F”
AUDITORS
STATUTORY AUDITOR
Company Propose to Appoint M/s. S S R C A & CO., Chartered Accountants
(FRN:108726W), as the Statutory Auditors of the Company to hold office from the conclusion
of the this Annual General Meeting of the Company till the conclusion of the Annual
General Meeting to be held in the financial year 2028-29, subject to approval of
Shareholders and Committee of Creditors (COC).
As required under Regulation 33(d) of the SEBI (LODR) Regulation, 2015 the Auditor has
confirmed that they hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountant of India.
Board Considered the major observations given by the auditor and reply of management on
the same as follows:
(i) According to the information and explanations given to us, no undisputed amounts
payable in respect of Income tax, sales tax, value added tax, duty of customs, service
tax, cess and other material statutory dues were in arrears as at 31 March 2024for a
period of more than six months from the date they became payable as on 31st March 2024
except in below cases:
Name of the Statute |
Nature of Dues |
F.Y |
Amount not yet deposited |
Remarks |
Income Tax Department |
Income Tax |
2022-23 |
20,23,259 |
Payment is yet to be made |
Income Tax Department |
Tax Deducted At Source |
2023-24 |
33,91,434 |
Payment is yet to be made |
EPFO |
Provident Fund |
2023-24 |
1410672.3 |
Payment is yet to be made |
ESIC |
ESIC |
2023-24 |
955824.00 |
Payment is yet to be made |
ROC |
MGT-14 penalty |
20.12.2020 to 12.09.2023 |
1,09,500.00 |
Payment made on 27.05.2024 |
Reply From Management: Due to Working Capital Issue the statutory dues are yet
to be paid.
(ii) According to the information and explanation given to us, there are no material
dues of income tax or sales tax or service tax or duty of customs or duty of excise or
value added tax which have not been deposited with appropriate authorities on account of
any dispute except in below cases:-
Name of the Statute |
Nature of Dues |
F.Y |
Demand unpaid |
Forum where dispute is pending |
Income Tax Department |
Income Tax |
2021-22 |
3,73,84,830 |
CIT Appeal Filed |
Income Tax Department |
Income Tax |
2021-22 |
11,15,410 |
CIT Appeal Filed |
Reply From Management: We have filed the appeal before Income tax department.
(iii) According to the information and explanations given to us, the Company has not
delayed (defaulted) in repayment of loans and borrowings to banks and financial
institution as on the balance sheet date except in below cases :-.
Type of Loan |
Amount Outstanding as on 31.03.2024 |
Overdue |
Remarks |
Cash Credit Bank of Baroda- 71010500000018 |
3,47,95,000.41 |
7,95,000 |
Overdue |
UBI Cash Credit 560101000005431 |
5,78,03,294.38 |
8,03,294 |
Overdue |
Term Loan from Bank of Baroda |
8,74,39,777.59 |
83,98,667 |
Overdue |
Term Loan from Union Bank of India |
60,16,236.66 |
9,17,724 |
Overdue |
TERM LOAN-SIDBI |
2,76,31,629 |
61,13,069 |
Overdue |
Unsecured Loan from NBFCs |
41,20,445.06 |
5,87,291 |
Overdue |
Reply from Management: Due to Working Capital crunch the payment was overdues towards
banks and NBFC's.
The Board of the Company take pleasure in stating that no other observation has been
made by the Auditors in their report which needs any further explanation by the Board.
INTERNAL AUDITOR
As per section 138 of the Companies Act, 2013, the Company has appointed, internal
auditors for conducting the internal audit for financial year 2023-24 as per the internal
audit standards and regulations. The internal auditor reports their findings to the audit
committee of the board. The audit function maintains its independence and objectivity
while carrying out assignments. It evaluates on a continuous basis, the adequacy and
effectiveness of internal control mechanism with interaction of KMP and functional staff.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act read with The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2019 your Company has
appointed CS Kishor Toshniwal, practicing Company Secretaries firm, Pune to conduct the
Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit
Report is annexed herewith as “Annexure G” to this Report.
No Major observation has been made by the Secretarial Auditors in their report
regarding noncompliances of Corporate Governance Norms, Except here is a delay in filing
Financial Statements as per Regulation 33 of SEBI (LODR), Regulation with BSE Limited for
the half year and year ended 31st March 2024.
Management Reply: The Financial was filed within time but some attachment was missed to
attached and revised results was filed after 15 minutes of applicable time.
COST AUDITOR
The company is trying to maintaining the Cost Records as specified by the Central
Government under section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit)
Amendment Rules, 2014, and accordingly such accounts and records are made and
maintained by the Company in full fledge form in near future as assured by the board.
Further, the cost records are also audited by M/s Suraj Lahoti & Associates, Cost
Auditors. The Company is in process to file the Cost Audit Report for the year 2023-24.
Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Suraj
Lahoti & Associates., Cost Auditors to audit the cost accounts of the Company for
the financial year 2024-25 on a remuneration of Rs. 45,000/- (plus GST). As required under
the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be
placed before the Members in General Meeting for their ratification. Accordingly, a
resolution seeking Member's ratification for the remuneration payable to M/s Suraj
Lahoti & Associates., Cost Auditors is included at Item No. 4 of the Notice of the
Annual General Meeting.
DETAILS TN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THAN
THOSE REPORTABLE TO THE CENTRAL GOVERNMENT
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
During the Financial Year, company has not received any cases regarding Fraud reporting
required under Companies Amendment Act, 2015.
CREDIT RATING
The Credit Rating Agency CRISIL Limited has awarded Credit rating of CRISIL D
(Downgraded from ‘CRISIL B+/Stable) on 18th July, 2023 for long term
Facilities and short term Facilities to the company's borrowings.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION
& REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide
protection to employees at the work place and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure.
The Company has always provided a congenial atmosphere for work to all the employees
that is free from discrimination and harassment including sexual harassment. It has
provided equal
opportunities of employment to all without regard to their caste, religion, color,
marital status and sex.
The company is in process of constitution of Internal Complaints Committee as required
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
The Company has not received any complaint of sexual harassment during the financial
year 202324.
GOING CONCERN STATUS
There is a significant or material order passed during the year by any regulator, court
or tribunal impacting the going concern status of the Company or its future operation.
Details as mentioned below:
The case titled “Shreeji Pharmachem Vs M/s Cian Healthcare Limited”
Application bearing C.P. (IB) No. 149/MB/2022 under Section 9 of the IBC, filed by M/s.
Shreeji Pharmachem, the Operational Creditor (OC), for initiating CIRP in respect of Cian
Healthcare Limited, the Corporate Debtor (CD) is admitted.
The Bench had appointed Mr. Roshen Chordiya, a registered Insolvency Professional
having Registration Number- IBBI/IPA-001/IP-P-02840/2023-2024/14347 Interim Resolution
Professional (IRP) to carry out the functions under the IBC.
Thereafter, the company has made settlement with the OC and withdrawal application (IA
3161 of 2024 in C.P. (IB)/149(MB)2022) filed by Mr. Roshen Chordiya -Interim
Resolution Professional of Cian Healthcare Limited vide Hon'ble NCLT, Mumbai order dated
11 June 2024, on the instructions of M/s. Shreeji Pharmachem in the matter of Cian
Healthcare Limited has been allowed and CIRP of Cian Healthcare Limited has been withdrawn
by the virtue of Hon'ble NCLT order dated 20th June, 2024.
Further, the company has made default in making payment to the OC as per the Order of
NCLT, therefore, the OC has filed restoration application and the case titled
“Shreeji Pharmachem Vs M/s Cian Healthcare Limited” Application bearing RST.A
(IBC)/52(MB)2024 IN C.P. (IB) No. 149/MB/2022 for restoration of Main CP has accepted and
the Hon'ble NCLT set aside the order dated 20.06.2024 passed in I.A. 3161/2024.
Resultantly, CIRP of the CD is ordered to be commenced as per the final order of NCLT
dated 11.06.2024.
The Insolvency Resolution Professional Mr. Roshen Chordiya is directed to take charge
of the CD forthwith and conduct the CIRP under law.
The above mentioned case affected the Going Concern Status.
CORPORATE SOCIAL RESPONSIBILITY
According to Rule 3 (2) of The Companies (Corporate Social Responsibility Policy)
Rules, 2014 Every company which ceases to be a company covered under subsection (1) of
section 135 of the Act for three consecutive financial years shall not be required to -
a. constitute a CSR Committee; and
b. comply with the provisions contained in 1[sub-section (2) to (6)] of the said
section
till such time it meets the criteria specified in sub-section (1) of section 135,
therefore for the in the financial year 2021-22 the Company has ceases to comply with the
provisions regarding CSR.
No any unspent amount is there, therefore the CSR committee was also dismissed by
company.
SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES
Companies which become to be Company's Subsidiary, Joint Venture or Associate Companies
as per the provision of Companies Act, 2013 during the financial year 2023-24 are as per
‘ Annexure H'
S.No |
Name of Company |
Nature |
Percentage of Holding |
Section |
1. |
Dr. Smith Biotech Private Limited |
Wholly Owned Subsidiary |
99.99% |
2(87) |
MAINTENANCE OF COST RECORDS:
The Provision of section 148 of the Companies Act, 2013 with respect to the maintenance
of cost records and Cost Audit are applicable to the Company and company has maintained
adequate record during the year under review and conducted Cost Audit for Financial Year
2022-23 and cost audit for financial year 2023-24 is under process as on date of this
report.
COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS
The Board of Director confirms that the secretarial standard, as applicable to the
Company have been complied with.
MATERIAL ORDER BY TRIBUNAL OR OTHER REGULATORY BODY
There is a significant or material order passed during the year by any regulator, court
or tribunal impacting the going concern status of the Company or its future operation-
details as mentioned under separate Section of “GOING CONCERN STATUS” above.
Below mentioned the list of material litigations filed against Company and their
status.
Sr. No |
Name of the Parties |
Outstandin g Amount (In Rupees) |
Case Amount (In Rupees) |
Court Name |
Status |
1. |
Globofarm International Private Limited |
31,23,401/- |
59,03,184/- |
First Class Magistrate, Bandra Mumbai |
Pending |
2. |
Shreeji Pharmachem |
78,30,681/ |
1,14,00,000/ |
NCLT Mumbai Bench |
Reply filed by Compan y |
3 |
HEALING PHARMATECH PVT LTD |
20,00,696 |
20,00,696 |
Addl. Metropolita n Magistrate at Medchal |
Pending |
4 |
UFLEX LTD |
Chief Metropolita n Magistrate, New Delhi, PHC |
36,74,368 |
36,74,368 |
Pending |
5 |
PELLCAPS INDIA |
Hon'ble High Court of Himachal Pradesh |
29,00,000 |
29,00,000 |
Pending |
6 |
CENTURY PHARMACEUTICAL S LIMITED |
CIVIL COURT, VADODARA |
3434800 |
3434800 |
Pending |
COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING COMPANY SECRETARIES
REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:
As the company is Listed on BSE SME Exchange, corporate governance requirement as
mentioned under SEBI (LODR), Regulation are not applicable to the company.
ACKNOWLEDGEMENT
The Directors would like to express their sincere appreciation for the assistance and
co-operation received from the banks, Government authorities and members during the year
under review. The Directors also wish to place on record their deep sense of appreciation
for the committed services by the Company's executives.
CAUTIONARY NOTE
The statements forming part of the Directors' Report may contain certain
forward-looking remarks within the meaning of applicable provisions of the Companies Act,
2013 and rules made there under. Many factors could cause the actual results, performances
or achievements of the company to be materially different from any future results,
performances or achievements that may be expressed or implied by such forward looking
statements. This Report should be read in conjuction with the financial statements
included herein and the notes thereto.
BY THE ORDER OF BOARD OF DIRECTORS FOR CIANHEALTHCARE LIMITED
SD/- |
SD/- |
SD/- |
Suraj Shriniwas Zanwar |
Paresh Arun Shah |
Roshen Chordiya |
(Managing Director) |
Non-Executive Director |
Insolvency Resolution Professional |
DIN:01304850 |
DIN: 08502901 |
IBBI/IPA-001/IP-P02840/2023-2024/14347 |
SD/-
Munjaji P Dhumal Company Secretary M No.: A65852
Date: 06.09.2024 Place: Pune
|