To
The Members,
ACHYUT HEALTHCARE LIMITED
Your Directors are pleased to present 28th Annual Report and the company's
audited financial statement for the financial year ended March 31, 2023.
FINANCIAL RESULTS: The Company's financial performance for the year ended March 31,
2023 is summarized below:
(Rs. In Lakhs)
| Particulars |
Year ended on 31st March 2023 |
Year ended on 31st March 2022 |
| Revenue from Operations |
269.55 |
404.93 |
| Other Income |
59.17 |
14.44 |
| Total Revenue |
328.73 |
419.38 |
| Provision for Depreciation |
0.64 |
0.53 |
| Profit /(Loss) before Exceptional Item & Tax |
30.95 |
10.05 |
| Add: Exceptional Items |
- |
- |
| Profit/(Loss) Before Tax |
30.95 |
10.05 |
| Less: Provision for Tax |
7.86 |
2.65 |
| Add: Deffered Tax (Assets)/liabilities |
(0.02) |
3.37 |
| Net Profit/(Loss) after Tax |
23.12 |
4.03 |
| Net Profit/(Loss) carried to Balance Sheet |
23.12 |
4.03 |
| Earnings Per Share Basic: |
0.31 |
0.15 |
| Diluted: |
|
|
YEAR UNDER REVIEW :
During the year under review, the Company has achieved revenue from operations to the
tune of Rs.328.73 against Rs. 419.38 in the previous year. The Net Profit of the year is
Rs. 23.12 for the current year as against the Net Profit of Rs. 4.03 of the previous year.
Further Board of Directors will also ensure you for more better performance and good
result in the near future of the Company.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013 Rs.
23.12/- has been transferred to General Reserve during the year.
DIVIDEND
The Board of Directors' do not recommend any dividend for the year under review due to
retain the profit for business Growth.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the year, there was no change in the nature of business of the Company and it
continues to concentrate on its own business.
LISTING OF EQUITY SHARES- PREFERENTIAL ISSUE
During the year the Shareholders in their Extra Ordinary General Meeting held on
Thursday, December 22, 2022, has approved the proposal for raising of funds by issue and
allotted 26,04,000 (Twenty Six Lacs Four Thousand) fully paid-up equity shares of the
Company at a price of Rs. 20/- per equity shares with Face Value of Rs. 10/- each to
Promoter Group and Non-Promoter Group on preferential basis to mobilize funds for funding
current/future expansion plans/activities of the Company, it's working capital and general
corporate purposes.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments which affect the financial position
of the Company that have occurred between the end of the financial year to which the
financial statements relate and the date of this report.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
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.
EXPLANATION OR COMMENTS ON DISQUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS OR
DISCLAIMERS IN THE AUDITOR'S REPORTS
There have been no disqualifications, reservations, adverse remarks or disclaimers in
the auditor's reports, requiring explanation or comments by the Board.
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 Act and Rules framed thereunder.
INSURANCE
The Company has taken adequate insurance to cover the risks to its employees, workers
plants and machineries, buildings and other assets, profit and third parties.
RISK MANAGEMENT
Risk management is embedded in your company's operating framework. Your company
believes that managing risk helps in maximizing returns. The company's approach to
addressing business risk is comprehensive and includes periodic review of such risks and a
framework for mitigating controls and reporting mechanism of such risks. The risk
management framework is reviewed periodically by the Board and the Audit Committee. Some
of the risks that the company is exposed to are:
> Commodity Price Risks
The Company is exposed to the risk of price fluctuation of raw material as well as
finished goods. The company proactively manages these risks through forward booking,
Inventory management and proactive vendor development practices. The Company's reputation
for quality, product differentiation and service, coupled with existence of powerful brand
image with robust marketing network mitigation the impact the impact of price risk on
finished goods.
> Regulatory Risks
The company is exposed to risks attached to various statues and regulations including
the company Act. The company is mitigating these risks through regular review of legal
compliances carried out through internal as well as external compliance audits.
> Human Resources Risks
Retaining the existing talent pool and attracting new talent are major risks. The
company has initialed various measures including rolling out strategic talent management
system, training and integration of learning and development activities.
> Strategic Risks
Emerging businesses, capital expenditure for capacity expansion, etc., are normal
strategic risk faced by the company. However, the company has well-defined processes and
procedures for obtaining approvals for investments in new business and capacity expansion
etc.
INTERNAL FINANCIAL CONTROL:
The Company has a good system of internal controls in all spheres of its activity. The
internal control system is supplemented by effective internal audit being carried out by
an external firm of Chartered Accountants. The Audit committee regularly reviews the
findings of the internal auditors and effective steps to implement the suggestion /
observation of the Auditors are taken and monitored regularly. In the opinion of the
Board, an effective internal control system adequate to the size of the Company exists.
DEPOSITS:
Your Company has not accepted any deposits which fall under Chapter V and Section 73 to
Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Particulars of loans given, investments made, guarantees and securities provided under
section 186 of the Companies Act, 2013 are provided in the notes of Standalone Financial
Statement.(Please refer to Note 4 and 5 to financial statement).
SUBSIDIARIES/ Joint Venture/ Associate Companies:
Company has no subsidiary/joint ventures/associate companies. As there are no
subsidiaries, associates and joint ventures companies, no consolidated financial
statements required to be given.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013 (including any statutory
modification(s) or reenactments) for the time being in force), the Directors of our
Company confirm that:
i) In the preparation of the annual accounts for the financial year ended 31st
March 2023, the applicable accounting standards had been followed and that there are no
material departures;
ii) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit / loss of the Company for the year under review;
iii) Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 (including
any statutory modification(s) or re-enactment(s) for the time being in force) for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
iv) The directors had prepared the annual accounts 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) The directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
CORPORATE GOVERNANCE:
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
exempts companies which have listed their specified securities on SME Exchange from
compliance with corporate governance provisions.
Since the equity share capital of your Company is listed exclusively on the SME
Platform of BSE, the Company is exempted from compliance with Corporate Governance
requirements, and accordingly the reporting requirements like Corporate Governance Report,
Business Responsibility Report etc. are not applicable to the Company. However, the
Company is in compliance to the extent of applicable sections of Companies Act, 2013 with
regard to Corporate Governance.
CORPORATE SOCIAL RESPONSIBILITIES:
As the Company's net worth, turnover or net profits are below the limit prescribed
under section 135 of the Companies Act 2013 and hence CSR is not applicable to your
Company.
RELATED PARTIES TRANSACTIONS
All the related party transactions are being entered on arm's length basis, in ordinary
course of business and in compliance with the applicable provisions of the Companies Act,
2013 and relevant Regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. There were 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.
All the related party transactions are presented to the Audit Committee and the Board.
Omnibus approval has been obtained from Audit Committee, Board of Directors and members
for the transactions with the related parties.
Moreover your Directors draw your attention to Note to the financial statement which
sets out related party disclosures.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
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. There were no
materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large. Particulars of the contracts or
arrangement with related parties referred into Section 188 (1) of the Companies Act, 2013,
in prescribed Form AOC -2 is attached as "Annexure - C.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Akshit M. Raycha (DIN: 03039859), Non-Executive & Non independent
director, will retire by rotation at the ensuing Annual General Meeting and being
eligible, has offered himself for re-appointment. Pursuant to Regulation 17 of SEBI (LODR)
Regulations, 2015, details of Directors retiring by rotation is provided under explanatory
statement of the Notice of the Annual General Meeting.
All Independent Directors (IDs) have given declaration that they meet the criteria of
independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation
16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. Parag Sandipkumar Dave, has resigned as Company Secretary and Compliance Officer of
the Company w.e.f. November 12, 2022 and Ms. Drashti Arvindbhai Unadkat has been appointed
as a Company Secretary and Compliance Officer of the Company w.e.f April 14, 2023.
ANNUAL RETURN:
As per Section 92(3) of Companies Act, 2013, the draft copy of Annual Return of company
in form MGT - 7 has been uploaded on the website of Company and web link of the same is www.achyuthealthcare.com
Return-2023.pdf.
COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES:
The Board of Directors has an optimum combination of Executive and Non-Executive
Directors and Independent directors in accordance with the provisions of the Act. The
composition of the Board of Directors of the company as on 31st March, 2023 is
as under:
| Sl. No. |
Name |
Designation |
Executive/ Non Executive |
| 1. |
Mr. Jigen J. Modi |
Managing Director/CFO |
Executive |
| 2. |
Mr. Mahendra C. Raycha |
Chairman |
Non-Executive |
| 3. |
Mrs. Amisha J. Modi |
Director |
Executive |
| 4. |
Mr. Akshit M. Raych |
Director |
Non Executive |
| 5. |
Mr. Rutvik S. Thakkar |
Independent Director |
Non Executive |
| 6. |
Ms. Sonu L. Jain |
Independent Director |
Non Executive |
NUMBER OF BOARD MEETINGS/COMMITTEE/SHAREHOLDERS MEETINGS CONDUCTED DURING THE YEAR:
During the year ended March 31, 2023, the Board met 11 times. The intervening gap
between the Meetings was within the period prescribed under the Companies Act, 2013 (the
"Act"). Required quorum was present throughout each meeting as per the
requirement of the said Act, the details of Board meetings are given below;
| Sr. No. |
Date of Board Meeting |
Mr. Jigen J. Modi |
Mr. Mahendra C. Raycha |
Mrs. Amish J. Modi |
Mr. Akshit M. Raycha |
Mr. Rutvik Thakkar |
Ms. Sonu L. Jain |
| 1 |
26.05.2022 |
YES |
YES |
YES |
YES |
YES |
YES |
| 2 |
03.09.2022 |
YES |
YES |
YES |
YES |
YES |
YES |
| 3 |
12.11.2022 |
YES |
YES |
YES |
YES |
YES |
YES |
| 4. |
21.11.2022 |
YES |
YES |
YES |
YES |
YES |
YES |
| 5. |
05.01.2023 |
YES |
YES |
YES |
YES |
YES |
YES |
| 6. |
18.03.2023 |
YES |
YES |
YES |
YES |
YES |
YES |
AUDIT COMMITTEE:
During the year the company has reconstituted its Audit Committee. The Committee
comprises of 3 Directors, out of which 2 are Independent Directors and one is
Non-Executive Director. Mr. Parag Dave, Company Secretary of the Company acted as a
Secretary of the Committee upto November 12, 2022. All the Members of the Audit Committee
have Financial, Accounting and Management expertise. The board of directors has accepted
all recommendations of the Audit Committee during the year.
The Composition of Committee is as under::
| Sl. No. |
Name |
Designation |
Position in Committee |
| 01 |
Mr. Rutvik S. Thakkar |
Non- Executive Independent Director |
Chairman |
| 02 |
Ms. Sonu L. Jain |
Non- Executive Independent Director |
Member |
| 03 |
Mr. Akshit M. Raycha |
Non Executive Director |
Member |
The composition of committee inter alia meets with the requirement of Regulation 18 of
the Securities and Exchange Board of India (LODR) Regulations, 2015 and Section 177 of the
Companies Act, 2013.
The details of composition of Audit Committee are as follows:
| Name of the Directors |
Designation |
Category |
Number of meetings held |
Number of meetings members entitled to held |
Number of meeting attended |
| Mr. Rutvik S. Thakkar |
Chairperson |
Non- Executive Independent Director |
05 |
05 |
05 |
| Ms. Sonu L. Jain |
Member |
Non- Executive Independent Director |
05 |
05 |
05 |
| Mr. Akshit M. Raycha |
Member |
Non Executive Director |
05 |
05 |
05 |
Presence of Chairman of the Audit Committee:
Mr. Rutvik S. Thakkar, Chairman of the Audit Committee was present in the Annual
General Meeting held on September 29, 2022. The necessary quorum was present for all the
meetings.
> Meetings:
During the Financial Year 2022-23, the Members of Audit Committee met 5 (Five) times
viz. on May 26, 2022, September 3, 2022, November 12, 2022, November 21, 2022 and January
05, 2023.
A. Powers of Audit Committee
The Audit Committee shall have the following powers:
To investigate any activity within its terms of reference;
To seek information from any employee;
To obtain outside legal or other professional advice; and
To secure attendance of outsiders with relevant expertise, if it considers necessary
B. Role of the Audit Committee
The role of the audit committee shall include the following:
1. Oversight of the company's financial reporting process and the disclosure of its
financial information to ensure that the financial statements are correct, sufficient and
credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of
the company;
3. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report
thereon before submission to the Board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be
included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of
the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by
management;
d. Significant adjustments made in the financial statements arising out of audit
findings;
e. Compliance with listing and other legal requirements relating to financial
statements;
f. Disclosure of any related party transactions; and
g. Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission
to the Board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the Board
to take up steps in this matter;
7. Monitoring the end use of funds raised through public offers and related matters;
8. Reviewing and monitoring the auditor's independence and performance, and
effectiveness of audit process;
9. Approval of any subsequent modification of transactions of the company with related
parties; Explanation: The term "related party transactions" shall
have the same meaning as provided in Clause 2 (zc) of the SEBI Listing Regulations and/or
the Accounting Standards.
10. Scrutiny of inter-corporate loans and investments;
11. Valuation of undertakings or assets of the company, wherever it is necessary;
12. Evaluation of internal financial controls and risk management systems;
13. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
14. Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;
15. Discussion with internal auditors of any significant findings and follow up there
on;
16. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the Board;
17. Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;
18. Looking into the reasons for substantial defaults in the payment to depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;
19. Reviewing the functioning of the whistle blower mechanism;
20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other
person heading the finance function or discharging that function) after assessing the
qualifications, experience and background, etc. of the candidate;
21. Carrying out any other function as is mentioned in the terms of reference of the
Audit Committee; and
22. Reviewing the utilization of loans and/or advances from/investments by the holding
company in the subsidiary exceeding rupees hundred crores or 100% of the asset size of the
subsidiary, whichever is lower including existing loans / advances/ investments, as may be
applicable.
23. consider and comment on rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the listed entity and its shareholders.
Further, the Audit Committee shall mandatorily review the following information:
• Management discussion and analysis of financial condition and results of
operations;
• Statement of significant related party transactions (as defined by the audit
committee), submitted by management;
• Management letters / letters of internal control weaknesses issued by the
statutory auditors;
• Internal audit reports relating to internal control weaknesses; and
• Appointment, removal and terms of remuneration of the chief internal auditor
shall be subject to review by the audit committee.
• statement of deviations:
a. Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI
Listing Regulations.
b. Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) the SEBI Listing Regulations.
NOMINATION AND REMUNERATION COMMITTEE
The scope and function of the Nomination and Remuneration Committee is in accordance
with Regulation 19 of Securities and Exchange Board of India (LODR) Regulations, 2015 read
with Section 178 of the Companies Act, 2013 and the terms of reference, powers and role of
our Nomination and Remuneration Committee are as follows:
1. formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating to,
the remuneration of the directors, key managerial personnel and other employees;
2. For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For
the purpose of identifying suitable candidates, the Committee may:
a) use the services of an external agencies, if required;
b) consider candidates from a wide range of backgrounds, having due regard to
diversity; and
c) consider the time commitments of the candidates.
3. formulation of criteria for evaluation of performance of independent directors and
the board of directors;
4. devising a policy on diversity of board of directors;
5. identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the board
of directors their appointment and removal;
6. whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors;
7. recommend to the board, all remuneration, in whatever form, payable to senior
management;
8. framing suitable policies and systems to ensure that there is no violation, by an
employee of any applicable laws in India or overseas, including:
• the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992or the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 to the extent each is applicable; or
• the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair
Trade Practices relating to the Securities Market) Regulations, 2003;
9. evaluating the performance of the independent directors and on the basis of their
performance evaluation recommending the Board of Directors and the members of the Company
to extend or continue the term of appointment of the independent director; and performing
such other activities as may be delegated by the Board of Directors and/or are statutorily
prescribed under any law to be attended to by the Nomination and Remuneration Committee.
10. The remuneration has been paid as approved by the Board, in accordance with the
approval of the Shareholders and within the overall ceiling prescribed under Section 197
and 198 of the Companies Act, 2013. The Committee comprises of 3 Directors all the
Directors of the Committee are Non-executive Director. Mr. Parag Dave, Company Secretary
of the Company acted as a Secretary of the Committee up to November 12, 2022.
The Composition of Committee is as under:
| Sl. No. |
Name |
Designation |
Position in Committee |
| 01 |
Ms. Sonu L. Jain |
Independent Director |
Chairman |
| 02 |
Mr. Rutvik S. Thakkar |
Independent Director |
Member |
| 03 |
Mr. Akshit M. Raycha |
Non-Executive Director |
Member |
The details of composition of Nomination and Remuneration Committee are as follows:
| Name of the Directors |
Designation |
Category |
Number of meetings held |
Number of meetings members entitled to held |
Number of meetings attended |
| Ms. Sonu L. Jain |
Chairperson |
Independent Director |
01 |
01 |
01 |
| Mr. Rutvik S. Thakkar |
Member |
Independent Director |
01 |
01 |
01 |
| Mr. Akshit M. Raycha |
Member |
Non-Executive Director |
01 |
01 |
01 |
Meetings:
During the Financial Year 2022-23, the Members of Nomination and Remuneration Committee
met 1 (One) time on March 18, 2023.The necessary quorum was present for all the meetings.
Policy on Directors' Appointment & Remuneration
The Board has in accordance with the provisions of sub-section (3) of Section 178 of
the Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration of Directors, Key Managerial Personnel and other employees. The said policy
is accessible on the Company's official website at www.achyuthealthcare.com.
We affirm that the remuneration paid to the Directors is as per the terms laid out in
the Remuneration Policy of the Company.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The scope and function of the Stakeholders' Relationship Committee is in accordance
with Section 178 of the Companies Act, 2013 and the SEBI Listing Regulations and the terms
of reference, powers and scope of the Stakeholders' Relationship Committee of our Company
include:
| Sl. No. |
Name |
Designation |
Position in Committee |
| 01 |
Mr. Akshit M. Raycha |
Non-Executive Director |
Chairman |
| 02 |
Mrs. Amisha J. Modi |
Executive Director |
Member |
| 03 |
Mr. Jigen J. Modi |
Executive Director |
Member |
Basic Responsibilities of the Committee:
> Resolving the grievances of the security holders of the Company including
complaints related to transfer/transmission of shares, non-receipts of annual reports,
non-receipt of declared dividends, issue of new/duplicate certificates, general meetings,
etc.;
> Review of measures taken for effective exercise of voting rights of by
shareholders;
> Review of adherence to the service standards adopted by the listed entity in
respect of various services being rendered by the Registrar and Share Transfer Agent;
> Review of the various measures and initiatives taken by the listed entity for
reducing the quantum of unclaimed dividends and ensuring timely receipts of dividend
warrants/ annual reports/ statutory notices by the shareholders of the Company; and
> Carrying out any other function as prescribed under the SEBI Listing Regulations
as and when amended from time to time.
The details of composition of Stakeholders Relationship Committee are as follows:
| Sr.No. |
Name of the Directors |
Designation |
Category |
Number of meetings held |
Number of meetings members entitled to held |
Number of meetings attended |
| 1. |
Mr. Akshit M. Raycha |
Chairman |
Non-Executive Director |
01 |
01 |
01 |
| 2. |
Mrs. Amisha J. Modi |
Member |
Executive Director |
01 |
01 |
01 |
| 3. |
Mr. Jigen J. Modi |
Member |
Executive Director |
01 |
01 |
01 |
> Meetings:
During the Financial Year 2022-23, the Members of Stakeholders Relationship Committee
met 1 (One) times on May 26, 2022.
| Number of complaints received |
Number of complains pending |
Number of complains resolved |
| 2 |
0 |
2 |
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination & Remuneration and
Stakeholders Relationship Committee.
Various aspects of the Board's functioning were evaluated such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.
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, independence of judgment, safeguarding the interest of the
Company and its minority shareholders etc. 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
Directors expressed their satisfaction with the evaluation process.
SHAREHOLDER'S MEETING:
| Sr. No. |
General Meeting Date |
Business Transaction in the Meeting |
Type of Meeting |
| 1. |
29.09.2022 |
1. To receive, consider, approve and adopt the Financial Statement of Accounts
including Audited Balance Sheet as at 31/3/2022 and the statement of Profit & Loss for
the year ended on that date and the Report of the Board of Directors and Auditors thereon. |
AGM |
|
|
2. To re-appoint a Mrs. Amisha J. Modi (DIN: 03355565), who retires by rotation and
being eligible offers herself for re-appointment. |
|
|
|
3. To appoint Messrs. Doshi Doshi & Co., Chartered Accountants (Firm Regn. No.
153683W), as a Statutory Auditor of the Company and to fix their remuneration. |
|
|
|
4. Approval of the Material Related Party Transactions with Zenith Healthcare Limited. |
|
| 2. |
22.12.2022 |
1. To Consider And Approve Increase In Authorised Share Capital Of The Company And
Subsequent Alteration Of The Capital Clause Of The Memorandum Of association |
EGM |
|
|
2. To Issue Equity Shares On Preferential Basis in one or more tranches, upto
26,04,000 (Twenty Six Lacs Four Thousands) fully paid up equity share of the Company
having face value of Rs.10/- ( Rupees Ten Only) ("Equity Share") each at an
issue price of Rs.20/- per share including premium of Rs.10/- (Rupees Ten Only) per share |
|
STATEMENT OF DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and
sub-regulation (8) of Regulation of 25 SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Independent Directors have complied with the Code of Conduct for Independent
Directors prescribed in Schedule IV of the Companies Act, 2013.
REMUNERATION TO DIRECTORS:
i) REMUNERATION OF MANAGING DIRECTORS/DIRECTORS/KEY MANAGERIAL PERSONNEL
(Rs. In Lakhs)
| Sl. No. |
Particulars of Remuneration |
Managing Director/CFO |
Key Managerial Personnel |
|
|
Mr. Jigen J. Modi |
Mr. Parag Dave- Company Secretary* |
| 1 |
Gross salary |
|
|
| (a) |
Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
1.81 |
1.32 |
| (b) |
Value of perquisites u/s 17(2) Income-tax Act, 1961 |
- |
|
| (c) |
Profits in lieu of salary under section 17(3) Income-tax Act, 1961 |
- |
|
| 2 |
Stock Option |
- |
|
| 3 |
Sweat Equity |
- |
|
| 4 |
Commission |
- |
|
|
-as % of Profit |
- |
|
|
-Other (Specify) |
- |
|
| 5 |
Others Please specify |
- |
|
|
Total (A) |
1.81 |
1.32 |
|
Ceiling as per the Act |
|
|
DISCLOSURE FOR UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT
Pursuant to the provisions Regulation 32 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, utilization of funds raised through preferential
allotment has been is annexed herewith as Annexure-B.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and
Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
a Vigil Mechanism or 'Whistle Blower Policy' for directors, employees and other
stakeholders to report genuine concerns has been established. The Audit committee reviews
the functioning of the Whistle Blower mechanism on a quarterly basis. Due to changes in
SEBI (Prohibition of Insider Trading) Regulations, 2015.
The Policy has a systematic mechanism for directors and employees to report concerns
about unethical behavior, actual or suspected fraud or violation of the Company's Code of
Conduct or policy.
CHANGE IN SHARE CAPITAL
During the year under review, the authorized share capital of ? 9,00,00,000 divided
into 9,00,000 Equity Shares of ?10 each was increased to ? 15,00,00,000 divided into
1,50,00,000 Equity Shares of ? 10 each pursuant to resolution of shareholders passed at
the Extraordinary General Meeting held on 22th December, 2022.
Further the paid up Share Capital of the Company has increased as per details mentioned
below since incorporation:
| Sr. No. |
Date of Allotment |
Nature of allotment |
No. of Equity Shares allotted |
Cumulative No. of Equity Shares |
| 1. |
11.01.1996 |
Subscription of MOA at Incorporation |
20 |
20 |
| 2. |
05.01.2000 |
Further Allotment |
249980 |
250000 |
| 3. |
24.09.2021 |
Preferential Share |
2076600 |
2326600 |
| 4. |
30.09.2021 |
Bonus Issue |
2093940 |
4420540 |
| 5. |
14.10.2021 |
Preferential Share |
520460 |
4941000 |
| 6. |
25.03.2022 |
IPO |
1800000 |
6741000 |
| 7. |
05.01.2023 |
Preferential Issue |
2604000 |
9345000 |
BONUS SHARES
During the year under review, the Board of Directors of the Company has considered and
recommended issue of 46,72,500 Equity Shares of Rs.10/- (Rupee Ten only) each as Bonus
Shares in the ratio of 1:2 i.e 1 (One) New Equity Shares for every 2 (Two) existing Equity
Shares on 18th March, 2023. The said shares are now listed with the Stock
Exchange i.e.,s BSE Limited, effective from Thursday, May 11, 2023
RECONCILIATION OF SHARE CAPITAL AUDIT:
As stipulated by the SEBI, a qualified Practicing Company Secretary carries out the
Reconciliation of Share Capital Audit to reconcile the total admitted share capital with
National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) and total Issued and Paid-Up Share Capital of the Company. This audit is
carried out every quarter. The audit, inter alia, confirms that the Listed and Paid-Up
Share Capital of the Company is in agreement with the aggregate of the total number of
shares in dematerialized form held with NSDL and CDSL.
SECRETARIAL AUDITOR:
In terms of Section 204 of the Companies Act, 2013, the Board of Directors of your
Company has appointed M/s. Kamlesh M. Shah & Co., Practicing Company Secretaries,
Ahmedabad as a Secretarial Auditor to conduct an Audit of secretarial records and
compliances, for the financial year ending on March 31, 2023.
The Secretarial Audit Report for the financial year ended on March 31, 2023 is annexed
herewith as Annexure-E to this report and the same does not contain any
qualification, reservation or adverse remarks.
AUDITORS AND AUDITORS REPORT:
M/s. Doshi Doshi & Co., Chartered Accountants, Ahmedabad (FRN: 153683W) are
appointed as statutory auditors of the Company.
There are no specific qualifications, reservation or adverse remark or disclaimer made
by the statutory auditors in their auditor's report.
The Company has already received a certificate from M/s. Doshi Doshi & Co.,
Chartered Accountants confirming their eligibility to continue as Auditors of the Company
in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed
thereunder. They have also confirmed that they hold a valid certificate issued by the Peer
Review Board of the ICAI as required under the provisions of Regulation 33 of the Listing
Regulations.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company believes that a strong internal control framework is necessary for business
efficiency, management effectiveness and safeguarding assets. The Company has a
well-defined internal control system in place, which is designed to provide reasonable
assurance related to operation and financial control. The Management of the Company is
responsible for ensuring that Internal Financial Control has been laid down in the Company
and that controls are adequate and operating adequately.
The audit scope, reporting framework is defined in charter of the Internal Audit, which
is approved by the Audit Committee of the Board of Directors. The Internal Auditors
evaluates the efficacy and adequacy of internal control system, its compliance with
operating systems and policies of the Company and accounting procedures at all the
locations of the Company. Based on the report of the Internal Auditors, process owners
undertake corrective action in their respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions thereon are placed before the Audit
Committee of the Board. The Internal Audit also continuously evaluates the various
processes being followed by the Company and suggests value addition, to strengthen such
processes and make them more effective.
A STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has in place a Prevention of sexual harassment policy in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
Internal Complaints Committee has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered
under this policy.
Your Company 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 Rules made there under.
Your Company has constituted an Internal Complaints Committee to handle all clearing and
forwarding Agency where our employees are working and Manufacturing site.
Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:
a. number of complaints filed during the financial year : Nil
b. number of complaints disposed of during the financial year : Nil
c. number of complaints pending as on end of the financial year : Nil
PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES:
The Company has no employee drawing the remuneration of Rs.5 Lacs p.m or Rs.60 Lacs
p.a.
However the information required pursuant to Section 197 read with Rule, 5 (1) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company, has been provided in Annexure-D.
In terms of Section 136 of the Act, the Report and Accounts are being sent to the
Members and others entitled thereto, excluding the information on employees' particulars
which is available for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of the ensuing Annual
General Meeting. If any Member is interested in obtaining a copy thereof, such Member may
write to the Secretarial Department at the Regd. Office of the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board meetings and Annual General Meetings.
Share Transfer System
Share transfers are registered and returned within a period of 15 days from the date of
receipt, provided documents are correct and valid in all respect. Thereby the average time
taken in transfer of shares is 15 days. The depositories directly transfer the
dematerialized shares to the beneficiaries.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
(A) CONSERVATION OF ENERGY:
The Company has been continuously making efforts to reduce energy consumption. The
management is striving to achieve cost reduction by economical usage of energy.
(i) The steps taken or impact on conservation of energy:
The Company has been continuously making efforts to reduce energy consumption and the
management is striving to achieve cost reduction by economical usage of energy.
(ii) The steps taken by the company for utilising alternate source of energy:
As the Company needs only minimum level of energy, it has not looked in to an
alternative source of energy.
(iii) The capital investment on energy conservation equipment:
The Company has not made any capital investment as it is not required at this stage.
(B) TECHNOLOGY ABSORPTION:
The Company is not utilizing any alternate source of energy.
(C) FOREIGN EXCHANGE EARNINGS AND OUT GO:
| Description |
Rs. In Lakhs |
| Foreign Exchange Earned |
|
| Sale of Finished Goods |
103.76 |
| Services |
- |
| Total |
103.76 |
| Foreign Exchange Outgo |
|
| Foreign Travelling Expenses |
- |
| Inspection & Product Registration Fees |
- |
| Others of USD |
- |
| Total |
103.76 |
DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS
Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time is not applicable to your company hence, your Company is not
required to maintain cost records.
Applications made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016:
The Company has not made any application nor any proceeding under the Insolvency and
Bankruptcy Code, 2016 is pending, hence this disclosure is not applicable to the Company.
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 along with the reasons thereof:
During the year under review, the Company has not any obligations towards any Banks or
Financial Institutions, hence this disclosure is not applicable to the Company.
Acknowledgment:
Your Directors wish to place on record their deep sense of gratitude to Banks for their
continued support and cooperation. Our sincere thanks are also due to our esteemed
customers, suppliers and finally to employees of the Company for their untiring efforts
and commitment to their duties.
|
By Order of the Board |
By Order of the Board |
| Place: Ahmedabad |
For, Achyut Healthcare Ltd. |
For, Achyut Healthcare Ltd |
| Date: August 28, 2023 |
Sd/- |
Sd/- |
|
Jigen J. Modi |
Amisha J. Modi |
|
Managing Director |
Director |
|
DIN 03355555 |
DIN 03355565 |
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