To, The Members,
VLCC Health Care Limited
Your Directors present their 27th Annual Report on the business and
operations of the Company, the Audited Financial Statements and the Auditors' Report
of your Company for the financial year ended 31st March 2023.
Financial summary
The financial accounts have been prepared in accordance with Ind-AS
standards and brief summary of the financials are given below.
Standalone basis (in INR Crore)
|
FY 2021-22 |
FY 2022-23 |
| Total Income |
274.48 |
357.28 |
| EBITDA |
78 |
89.97 |
| Finance Income |
1.36 |
3.62 |
| Finance Cost |
29.9 |
34.96 |
| Depreciation & Amortization |
50.82 |
51.3 |
| Profit(Loss) before Tax and exceptional items |
-1.36 |
7.33 |
| Exceptional Items |
0 |
-3.6 |
| Profit (Loss) before Tax and after
exceptional items |
-1.36 |
3.73 |
| Tax Expense |
- |
-0.14 |
| Profit/(Loss) for the year after tax (PAT) |
-1.36 |
3.87 |
On Consolidated basis (in INR Crore)
|
FY 2021-22 |
FY 2022-23 |
| Total Income |
672.27 |
815.29 |
| EBITDA |
178.51 |
199.14 |
| Finance Income |
1.62 |
4.61 |
| Finance Cost |
43.73 |
50.83 |
| Depreciation & Amortization |
100.68 |
106.49 |
| Profit before Tax from continuing operations
before exceptional items |
35.72 |
46.63 |
| Exceptional items |
0 |
102.48 |
| Profit/(Loss) before tax and after
exceptional items |
35.72 |
-56.05 |
| Tax expense |
16.22 |
11.68 |
| Profit/(Loss) of the year after tax from
continuing operations |
19.5 |
-67.73 |
| Profit for the period from the discontinuing
operations |
- |
7.43 |
| Profit(Loss) for the year after tax (PAT) |
19.5 |
-60.3 |
Highlights of Company's Performance
The Company achieved total revenue of INR 357 Crores compared to INR
274 Crores in the previous year, resulting in growth of 30%. Earnings before interest, tax
and depreciation (EBITDA) of INR 90 crore and Profit after tax (PAT) of INR 4.00 crore
were recorded during the financial year ended 31st March, 2023 as against EBITDA of 78
crore and loss of 1.36 crore during the financial year ended 31st March, 2022 registering
growth of 15% and 385% respectively compared to the previous financial year.
On consolidated basis, revenue at INR 815 crores (growth of 21% over
previous year), and EBITDA at INR 199 crores (growth of 12%) were recorded during the
financial year. However, the financial year ended with net loss of 60 crores (primarily on
account of exceptional items of 102 crore) as compared to PAT of INR 20 crores during
previous year.
Business Overview
Your Company has two business verticals, which operate: -
a) Wellness & Beauty Clinics, which offer weight-management
solutions, fitness services, skin and hair treatments and services as well as laser and
aesthetic dermatology solution; and,
b) Skill Development Institutes, that offer entry-level and
skill-upgradation courses in beauty and nutrition.
Total outlets of VLCC Wellness & Clinics and VLCC Institutes of
Beauty & Nutrition in India including on franchisee model as at year end stood at 278
(178 Wellness Clinics and 100 Institutes).
Information about Subsidiary/Joint Venture and Associate Company
As on 31st March 2023, your Company has 2 direct subsidiaries and 15
step-down subsidiaries.
The audited consolidated financial statements are provided as part of
the Annual Report in accordance with Accounting Standards (IND-AS) pertaining to
consolidated financial reporting. These statements have been prepared on the basis of the
financial statements received from the subsidiaries as approved by their respective Board
of Directors. A report on the performance and financial position of each of the
subsidiaries and associate companies as per the Companies Act, 2013 is provided in Form
AOC-1 forming part of the financial statements and hence not repeated herein for the sake
of brevity.
Your Company, directly and through its subsidiaries, has a global
presence of Wellness & Beauty Clinics across many countries, viz. India, Bangladesh,
Sri Lanka, UAE, Oman, Qatar, Kuwait and Kenya. The Company has 18 Wellness & Beauty
Clinics in the GCC region on company owned and operated model, 1 in Kenya, and 2 each in
Sri Lanka and Bangladesh, as on 31st March 2023.
There were no companies which became Subsidiaries or Joint Venture or
Associate Company during the year. The following companies ceased to be step-down
subsidiaries companies during the year: (i) Natwaraj Health Care Private Limited (formerly
known as VLCC Wellness Research Centre Pvt Ltd) (ii) VLCC Singapore Pte Ltd (iii) Global
Vantage Innovative Group Pte Ltd (Gvig) (iv) Celblos Dermal Research Centre Pte Ltd (v)
Excel Beauty Solution SDN BHD
(vi) Bellewave Cosmetics Pte Ltd
(vii) VLCC Holding (Thailand) Co.Ltd
(viii) VLCC Wellness (Thailand) Co.Ltd
Change in Nature of Business, if any
During the year under review, there is no change in the business
carried on by the Company or its subsidiaries.
Dividend
With the view to conserve the resources of the Company and for
operational needs, your directors are not recommending any dividend for the financial year
ended 31st March 2023.
Amount Transferred to Reserves
Your directors have decided not to transfer any amount to the general
reserve for the Financial Year 2022-23.
Transfer of Unclaimed dividend to Investor Education and Protection
Fund
The Company was not required to transfer unclaimed dividend to Investor
Education and Protection Fund as per the provisions of Section 125(2) of the Companies
Act, 2013 as the same is not applicable to the Company.
Share Capital
The paid-up equity shares capital of the Company at the beginning of
the financial year stood at INR 38,29,60,870 divided into 3,82,96,087 equity shares of INR
10 (Ten) each.
Pursuant to the Employees Stock Option Plan, 2021, 3,76,680 (Three Lakh
Seventy-Six Thousand and Six Hundred Eighty) Equity Shares of the face value of INR 10
(Indian Rupees Ten Only) were allotted to Mr. Jayant Khosla, Managing Director of the
Company, on exercise of his options under the above ESOP Plan.
During the year under review, the authorized share capital of the
Company was reclassified to include INR 500,000,000/- (Indian Rupees Fifty Crore only)
divided into 50,000,000 (Five Crore) equity shares of INR 10/- (Indian Rupees Ten only)
each, INR 40,00,000 (Forty Lakhs) 0.0001% Compulsorily Convertible Preference Shares of
Rs. 10/- each and 300 (Three Hundred) Equity shares with Differential Voting Rights of Rs.
10/- each, in order to carry out transaction with CA Sumatra Investment, Mauritius
(Investor) under Shareholders' Agreement dated 31st October, 2022 read with
Securities Subscription and Purchase Agreement of the same date state above, entered into
between the Company, existing shareholders and the Investor.
Pursuant to the Shareholders' Agreement and Securities
Subscription and Purchase Agreement referred above, Company has made allotment of
38,82,480 (Thirty-Eight Lacs Eighty-Two Thousand Four Hundred and Eighty) Compulsorily
Convertible Preference Shares of Rs. 10/- each and 300 (Three Hundred) Equity shares with
Differential Voting Rights of Rs. 10/- each, to CA Sumatra Investment on preferential
basis on 13th December, 2022.
Consequent to the above mentioned allotment, the paid-up share capital
of the Company has increased to INR 42,55,55,470/- (Rupees Forty Two Crore Fifty Five Lacs
Fifty Five Thousand Four Hundred and Seventy only) divided into 4,25,55,547/- (Four Crore
Twenty Five Lakh Fifty Five Thousand Five Hundred and Forty Seven) shares of Rs. 10/-
(Rupees Ten only) each.
During the year, Company had bought back up to 3,61,105 (Three Lacs
Sixty One Thousand One Hundred and Five only) fully paid up equity shares, of the Company
having face value of INR 10 each (representing 0.85% of the fully diluted share capital of
the Company), from the existing equity shareholders under Section 68 of the Companies Act,
2013 and Rule 17 of Companies (Share Capital & Debentures) Rules, 2014.
As per the terms of issue of the Compulsory Convertible Preference
Shares (CCPS) as set out in the Securities Subscription and Purchase
Agreement dated 31st October, 2022, Company has converted 38,82,480
(Thirty-Eight Lacs Eighty-Two Thousand Four Hundred & Eighty only) CCPS of Rupees 10/-
(Rupees Ten only) each into 38,82,480 (Thirty-Eight Lacs Eighty-Two Thousand Four Hundred
& Eighty only) equity shares of Rupees 10/- (Rupees Ten only) each, free and clear of
all encumbrances and ranking pari- passu with all existing Equity Shares.
Post buyback of 3,61,105 (Three Lacs Sixty One Thousand One Hundred and
Five only) fully paid up equity shares from existing shareholders and conversion of
38,82,480 (Thirty-Eight Lacs Eighty-Two Thousand Four Hundred & Eighty only) CCPS of
Rupees 10/- (Rupees Ten only) each into 38,82,480 (Thirty-Eight Lacs Eighty-Two Thousand
Four Hundred & Eighty only) equity shares of Rupees 10/- (Rupees Ten only) each, the
paid-up share capital of the Company stood at INR 42,19,44,420 (Rupees Forty Two Crore
Nineteen Lacs Forty Four Thousand Four Hundred and Twenty only) divided into divided into
4,21,94,142/- (Four Crore Twenty One Lakh Ninety Four Thousand One Hundred and Forty Two)
equity shares of Rs. 10/- (Rupees Ten only) each and 300 (Three Hundred) Equity shares
with Differential Voting Rights of Rs. 10/- each.
Meetings of the Board of Directors
During the year under review, the Company held 9 (Nine) Board Meetings
of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized
below. The intervening gap between any two meetings was within the period of 120 days as
prescribed by the Companies Act 2013. The dates on which the meetings of the Board were
held and presence of directors during the year are as follows.
| Sr. No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
| 1 |
13.05.2022 |
6 |
4 |
| 2 |
06.08.2022 |
5 |
5 |
| 3 |
18.10.2022 |
5 |
4 |
| 4 |
31.10.2022 |
5 |
5 |
| 5 |
21.11.2022 |
5 |
5 |
| 5 |
26.11.2022 |
3 |
3 |
| 6 |
06.12.2022 |
3 |
3 |
| 7 |
13.12.2022 |
5 |
5 |
| 8 |
17.02.2023 |
9 |
9 |
| 9 |
27.03.2023 |
9 |
7 |
Attendance of directors at Board Meeting is given herein below:
| Name of Director |
No. of meetings attended |
Remarks |
| Mr. Mukesh Luthra, Chairman |
9 |
- |
Ms. Roshini Hemant Bakshi, |
0 |
Resigned w.e.f. 14.07.2022 |
| Nominee Director |
|
|
Mr. Sanjay Mehta,
Non-Executive Director |
9 |
Re-designated from
Independent Director to Non-Executive Director w.e.f.31/10/2022 |
Mr. Sanjay Kapoor, Independent
Director |
5 |
Resigned w.e.f 25/11/2022 |
Mr. Rajiv Krishan Luthra,
Independent Director |
3 |
Resigned w.e.f 25/11/2022 |
Mr. Jayant Khosla, Managing
Director |
7 |
Resigned w.e.f. 13/12/2022 |
Mr. Amit Jain, Non-Executive
Director |
3 |
Appointed w.e.f. 13/12/2022 |
Mr. Aamir Zeb, Non-Executive
Director |
3 |
-same as above |
Mr. Aakash Chaudhry-
Non-Executive Director |
1 |
-same as above |
Ms. Gurveen Singh, Independent
Director |
2 |
-same as above |
| Mr. J. Suresh, Independent Director |
2 |
-same as above |
Mr. Kapil Modi, Non-Executive
Director |
2 |
-same as above |
Mr. Neeraj Bhardawaj,
Non-Executive Director |
1 |
-same as above |
Directors and Key Managerial Persons
The following changes have been occurred in the constitution of
directors of the Company as on the date of this Report since its last report:
Sr. No. |
Name |
Designation |
Date of Appointment/
Reappointment / Resignation |
1 |
Ms. Roshni Bakshi |
Nominee Director
Non-Executive |
Resigned w.e.f. 14.07.2022
Re-designated from Independent Director to Non- Executive Director |
2 |
Mr. Sanjay Mehta |
Director |
w.e.f.31/10/2022 |
3 |
Mr. Rajeev Krishan Luthra |
Independent Director |
Resigned w.e.f.25/11/2022 |
4 |
Mr. Sanjay Kapoor |
Independent Director |
Resigned w.e.f.25/11/2022 |
5 |
Mr. Amit Jain |
Non-Executive Director |
Appointed w.e.f.13/12/2022 |
6 |
Mr. Aamir Zeb |
Non-Executive Director |
Appointed w.e.f.13/12/2022 |
7 |
Mr. Aakash Chaudhry |
Non-Executive Director |
Appointed w.e.f.13/12/2022 |
8 |
Ms. Gurveen Singh |
Independent Director |
Appointed w.e.f.13/12/2022 |
9 |
Mr. J. Suresh |
Independent Director |
Appointed w.e.f.13/12/2022 |
10 |
Mr. Kapil Modi |
Non-Executive Director |
Appointed w.e.f.13/12/2022 |
|
|
Non-Executive |
|
11 |
Mr. Neeraj Bharadwaj |
Director |
Appointed w.e.f.13/12/2022 |
| 12 |
Mr. Jayant Khosla |
Managing Director |
Resigned w.e.f. 13/12/2022 |
The following changes have been occurred among the Key Managerial
persons as on the date of this Report since last report: -
(i) Mr. Jayant Khosla was re-designated from the position of Managing
Director to the position of Chief Executive Officer & Group Head on 13th December,
2022. He resigned from above position with effect from 3rd April, 2023.
(ii) Mr. Narinder Kumar, Company Secretary and Group Chief Financial
Officer resigned from the position of Company Secretary and Group Chief Financial Officer
with effect from 17th February, 2023 and 27th March, 2023 respectively.
(iii) Mr. Krishan Kumar was appointed as Company Secretary of the
Company with effect from 17th February, 2023 (iv) Mr. Gopal Mishra was appointed as Group
Chief Financial Officer with effect from 27th March, 2023 (v) Mr. Vikas Gupta was
appointed as Group Chief Executive Officer with effect from 3rd April, 2023.
Retire by Rotation
Mr. Mukesh Luthra and Mr. Sanjay Mehta who have been longest in the
office since their last appointment are liable to retire by rotation in the ensuing annual
general meeting and being eligible have offered themselves for re-appointment.
The Board recommends them for re-appointment as Directors of the
Company.
Statement on declaration given by Independent Directors
The Board of Directors of the Company hereby confirms that all the
Independent Directors duly appointed by the Company have given the declaration that they
meet the criteria of independence as provided under section 149 (6) of the Companies Act,
2013.
Committees of the Board
In the prospects of Initial Public Offer (IPO) of the Company, the
Board of Directors in its meeting held on 31st May, 2022 reconstituted Audit Committee,
Nomination and Remuneration Committee and Corporate Social Responsibility Committee to
align with Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirement) Regulations, 2015. However, in view of expiry of SEBI approval towards the
end of November, 2022 and further, with a view to implement the provisions of
Shareholders' Agreement dated 31st October, 2022, entered into, inter alia, between
the Company, Existing shareholders and CA Sumatra Investment, Mauritius (Investor), the
entire Board was reconstituted and accordingly, the composition of these Committees were
changed to induct new members and terms of reference were also realigned with the
provisions of Companies Ac, 2013 and the rules made thereunder.
On 31st March, 2023, Company has 2 (two) mandatory committees of the
Board namely Audit Committee and Nomination & Remuneration Committee and 2 (two)
non-mandatory committees namely Corporate Social Responsibility Committee and Management
Committee.
The terms of reference of these Committees were determined by the Board
and their relevance determined from time to time. Meetings of each of these Committees are
convened by the respective Chairman of the Committee who also informs the board about the
summary of discussions held in the Committee meetings. The minutes of the Committee
meetings are placed before the Board for noting.
Audit Committee
The Audit Committee of the Board is governed by a Charter drawn in
accordance with the requirements of Section 177 of the Companies Act, 2013. The primary
objective of Audit Committee of the Board is to discharge responsibilities relating to
accounting and reporting of financial practices adopted by the Company, surveillance of
internal control system as well as audit activities.
The composition of the Audit Committee as on March 31, 2023 was as
under:
| Name of the Director |
Position held in the Committee |
Category of the Director |
| Mr. J. Suresh |
Chairman |
Independent Director |
| Ms. Gurveen Singh |
Member |
Independent Director |
| Mr. Amit Jain |
Member |
Non-Executive Director |
The dates on which the Audit Committee meetings were held and presence
of Directors during the year are as follows:
| Sr. No. |
Date of Audit Committee Meeting |
Committee Strength |
No. of Directors Present |
| 1 |
13.05.2022 |
3 |
2 |
| 2 |
06.08.2022 |
3 |
2 |
Nomination and Remuneration Committee (NRC)
The Company has a Nomination and Remuneration Committee, whose
composition, term of reference and powers are in accordance with the provisions of Section
178 of the Companies Act, 2013.As per the Section 178(1) of the Companies Act, 2013 the
Company's Nomination and Remuneration Committee comprises of three Non-Executive
Directors. The composition of the Committee as on 31st March 2023: -
| Sr. No. |
Date of Audit Committee Meeting |
Committee Strength |
No. of Directors Present |
| 1 |
13.05.2022 |
3 |
2 |
| 2 |
06.08.2022 |
3 |
2 |
The dates on which the meeting of the Committee were held and presence
of directors during the year are as follows:
| Sr. No. |
Date of Audit Committee Meeting |
Committee Strength |
No. of Directors Present |
| 1 |
13.05.2022 |
3 |
2 |
| 2 |
06.08.2022 |
3 |
2 |
Remuneration Policy
The remuneration policy of the Company for selection and appointment of
Directors, Senior Management and their remuneration was approved by the Board. The NRC has
formulated a policy on remuneration under the provisions of Section 178(3) of the Act and
the same is uploaded on the website of the Company
athttps://www.vlccwellness.com/India/media/investor/policies/nomination-remuneration-and-boarddiversity-policy.pdf
The key points under remuneration policy with respect to Directors are
as follows:-
Remuneration to Managing Directors/Whole Time Directors:
The shareholders shall approve maximum permissible amount which can be
paid to the Managing Director/Whole?time Director within the overall limits approved by
the shareholders, on the recommendation of the NRC and the Board shall have the authority
to revise the remuneration from time to time.
The Managing Director/ Whole?time Director shall also be eligible for
the grant of stock options, under the applicable employee stock option scheme of the
Company, as may be decided by the NRC from time to time.
Remuneration to Non-Executive Independent directors:
The remuneration/ commission/ sitting fees, as the case may be, to the
non-executive Directors/Independent Directors, shall be in accordance with the provisions
of the Act as may be recommended by the NRC and/ or the Board, and approved by the
shareholders of the Company.
An Independent Director shall not be entitled to any stock option of
the Company unless otherwise permitted in accordance with the Act, as amended from time to
time.
Corporate Social Responsibility (CSR)
Though the criteria provided for the constitution of CSR Committee
under Section 135(1) of the Companies Act, 2013 was not applicable to the Company during
the period under review, Company has formed CSR Committee on voluntary basis to ensure
good corporate governance within the Company. The composition of CSR Committee as on
31.03.2023.
| Name of the Director |
Position held in the Committee |
Category of the Director |
| Mr. Sanjay Mehta |
Chairman |
Non-Executive Director |
| Ms. Gurveen Singh |
Member |
Independent Director |
| Mr. Aamir Zeb |
Member |
Non-Executive Director |
No meeting of the Committee was required to be held during the FY
2022-23.
No amount was required to be spend on CSR amount as per Companies Act,
2013.The Annual Report on CSR Activities to be Included in the Board's Report forms part
of Director Report as Annexure 1.
Vigil Mechanism
As per Section 177(9) and (10) of the Companies Act, 2013, the Company
has established a Vigil Mechanism/Whistle Blower Policy for Directors and employees to
report their genuine concerns and made provisions for direct access to the Chairman of the
Audit Committee. The
Company has formulated the present policy for establishing the vigil
mechanism/ whistle blower policy to safeguard the interest of its stakeholders, Directors
and employees, to freely communicate and address to the Company their genuine concerns in
relation to any illegal or unethical practice being carried out in the Company. All
employees have free access to the vigilance officer or the Chairman of the Audit Committee
of the Board to report their genuine concerns.
During the period under review, no complaints were received from any
stakeholder under this policy.
Annual Performance Evaluation of Chairman, Board, its Committees and
Individual Directors
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, CSR and Nomination
& Remuneration Committees.
A structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering various aspects of the Board's
functioning 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 excluding the Director being
evaluated. The performance evaluation of the Chairman and the Non-Independent Directors
was carried out by the Independent Directors.
Standard Compliance
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
Directors' 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, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b. The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period;
c. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. The Directors had prepared the annual accounts on a going concern
basis; and
e. The Company being unlisted sub clause (e) of section 134 (5) is not
applicable. However, the Company had laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and were operating
effectively.
f. The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effective.
Statutory Auditors and Auditors' Report thereon
M/s. S.R. Batliboi & Associates LLP, Chartered Accountants were
appointed as Statutory Auditors of the Company for a period of 5 years at 25th Annual
General Meeting of the Company held on 6th September, 2021.
The notes on financial statements referred to in the Auditors'
Report are self-explanatory and do not call for any further comments. The report does not
contain any qualification and the report is not modified. Further the auditors have not
reported any frauds in the Company to the Audit Committee or the Board of Directors
pursuant to section 143(12) read with rule 13 of the Companies (Audit and Auditors) Rule
2014.
Secretarial Auditor and Secretarial Audit Report
M/s. Sanjay Grover & Associates, Practicing Company Secretaries
were appointed to conduct the Secretarial Audit of the Company for the Financial Year
2022-23, as required under Section 204 of the Companies Act, 2013 and the rules made there
under.
The Secretarial Audit Report for the Financial Year ended, 31st March
2023 under Form MR-3 as provided by M/s. Sanjay Grover & Associates, Practicing
Company Secretaries forms part of Director Report as Annexure 2. During the period under
review, the Company is in compliance with the provisions of Statutory Acts, Rules,
Regulations, Standards and Guidelines, to the extent applicable as detailed in MR-3. There
was no qualification or adverse remarks in their report which require any
clarification/explanation.
The Board has re-appointed M/s. Sanjay Grover & Associates,
Practicing Company Secretaries as the Secretarial Auditors of the Company for the
financial year 2023-24.
Cost Auditor and Cost Audit Report
M/s. Subhash Agrawal & Co., Cost Accountants has been appointed as
the Cost Auditor of the Company in its Board meeting held on 6th August, 2022 to examine
the cost records in respect of education business of the Company for the Financial Year
2022-23 and necessary application for their appointment has been filed by the Company with
the Ministry of Corporate Affairs. The Company has maintained cost records as specified by
the central government under sub-section (1) of section 148 of Companies Act, 2013.
The Cost Audit Report for the Financial Year ended, 31st March 2023 as
provided by cost auditor does not have any qualifications or adverse remarks which require
any clarification/explanation.
Particulars of Loan, Guarantees and Investments
No Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Companies Act, 2013 were given to any body corporate during the
financial year ended 31st March, 2023.
Related Party Transactions
All related party transactions that were entered into during the year
under review, were on an arm's length basis and in ordinary course of business. As
required under the Companies Act 2013, all related party transactions entered in the
ordinary course of business have been approved by the Audit Committee. Prior omnibus
approval of the Audit Committee is obtained on a yearly basis for the sale/purchase
transactions entered between the company with its Indian and overseas subsidiaries in
ordinary course of business and at arm's length basis, which are of a foreseen and
repetitive nature and a statement of such transaction placed before the Audit Committee
for their noting from time to time. Further all the necessary details of transaction
entered with the related parties are given in the notes to the Financial Statements of the
Company.
Conservation of Energy, Technology Absorption and Foreign Exchange
earnings and outgo:
Information under Section 134(3)(m) of the Companies Act, 2013, read
with rule 8(3) of the Companies (Accounts) Rules, 2014 is given below: A. Conservation of
Energy i. Steps taken or impact on conservation of energy:-
The operations of your Company are not energy intensive. However, the
measures are taken to reduce energy consumption by using energy-efficient computers and by
the purchase of energy efficient equipment. Your Company constantly evaluates new
technologies and invests to make its infrastructure more energy efficient.
Currently your Company uses CFL fittings and electronic ballasts to
reduce the power consumption of fluorescent tubes. Air conditioners with energy efficient
screw compressors for central air conditioning and air conditioners with split air
conditioning for localized areas are used.
ii. The steps taken by the Company for utilizing alternate sources of
energy- NIL
iii. Capital investment on energy conservation equipment -NIL
B. Technology absorption, Adoption and Innovation
i. Efforts in brief made towards technology absorption
As technologies change rapidly, your Company recognizes the need to
invest in new emerging technologies to leverage them for improving productivity, quality
and reach to new customers. It is essential to have a technology infrastructure that is at
par with the best in the world. Your Company thus follows a practice of upgrading
computing equipment on an ongoing basis and investing in additional links with adequate
bandwidth to connect to clients across the globe. ii. Benefits derived like product
improvement, cost reduction, product development or import substitution. NIL iii. In case
of imported technology (imported during the last three financial years reckoned from the
beginning of the financial year) a) Technology Imported: NIL b) Year of Import: NIL c)
Whether the technology has fully been absorbed: NIL d) If not fully absorbed, area where
absorption has not taken place and reason thereof: NIL iv. Expenditure incurred on
Research and Development. NIL
C. Foreign exchange earnings and outgo
Foreign exchange earnings:
| Particulars |
FY 2022-23 |
2021-22 |
| Sale of fixed assets |
29,19,088 |
900000 |
Foreign exchange expenses:
| Particulars |
FY 2022-23 |
2021-22 |
| Purchase of fixed assets |
8185243 |
Nil |
| Purchase of consumables |
68914168 |
Nil |
| Travelling expenses |
Nil |
1500000 |
Deposits
The Company has not accepted any deposits during the year.
Internal Control Systems and Risk Management
Your Company has an adequate Internal Control System and Risk
Management procedure to monitor the risks and their mitigating actions. The Company has
developed procedures to assess the risk associated with the company and minimization
thereof and periodically informed the Board of Directors for their review to ensure that
the executive management controls the risk in accordance with defined policies and
procedures adopted by the Company.
The Board of Directors of the Company engaged M/s.Mazars, Chartered
Accountant as Internal Auditors of the Company for Financial Year 2022-23 to conduct risk
assessment analysis of the business, a copy of the report was reviewed by the Audit
Committee. The Internal Auditors independently evaluate adequacy of internal controls and
audit the transactions undertaken by the Company. The Audit Committee of the Board of
Directors inter alia, reviews the adequacy and effectiveness of internal Control and
monitors implementation of Internal Audit observations.
Your Company's statutory auditors have also, in their report,
confirmed the adequacy of the internal control procedures. The statutory auditors have
also given a separate Report on the Controls over Financial Reporting (ICFR) pursuant to
Section 143 of the Companies Act, 2013 and said report is also attached along with
statutory auditor's report and there is no negative comment.
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 requirement of the Sexual Harassment of Women at the workplace (Prevention,
Prohibition, Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to
redress the complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. As per the said Policy,
an Internal Committee is also in place to redress complaints received regarding sexual
harassment. Following is the summary of complaints received and disposed off during the
year under review:
No. of complaints received: 1 No. of complaints disposed off: 1 No. of
complaints withdrawn: 0 No. of complaints pending: 0 Order of Court/ Regulator/ Tribunals
During the year under review the Company has not received any
significant and material order passed by any regulator or courts or tribunals impacting
the going concern status and Company's operations in futures.
Statement of Board of Directors
The Board of Directors of the Company are of the opinion that all the
Independent Directors of the Company appointed or re-appointed during the year possesses
integrity, relevant expertise and experience required to best serve the interest of the
Company.
General
The Board of Directors of the Company state that no disclosure or
reporting is required in respect of the following items as there were no transactions or
applicability on these matters during the year under review:
(i) The details of application made or any proceeding pending under
Insolvency and Bankruptcy Code, 2016.
(ii) There was no instance of one-time settlement with any Banks or
Financial Institutions.
Acknowledgement
Your Directors wish to express their grateful appreciation to the
continued co-operation received from the Banks, Government Authorities, Customers, Vendors
and Shareholders during the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the committed service of the Executives, Staff and
Workers of the Company.
For and on behalf of the Board VLCC Health Care Limited Amit Jain
Director DIN: 06917608 Aamir Zeb Director DIN: 09813777 Date: 27th July, 2023
Place: New Delhi
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