To,
The Members,
Welcure Drugs & Pharmaceuticals Ltd.
The Board hereby presents the 33rd Annual Report together with Audited
Financial Statements comprising Balance Sheet, the statement of Profit and Loss (including
other comprehensive income), the cash flow statement and the statement of changes in
Equity of the Company and Auditors Report for the Financial Year ended 31st
March, 2025 in terms of Section 134(3) of Companies Act, 2013.
FINANCIAL SUMMARY OF THE COMPANY
The performance of the Company for the financial year ended on 31st March, 2025 is
summarized below:
| Particulars |
Year Ended 31.03.2025 (Rupees In Lacs) |
Year Ended 31.03.2024 (Rupees In Lacs) |
| Income (Gross) |
2645.99 |
9.390 |
| Expenditure |
2367.99 |
26.870 |
| Profit/(Loss) before Exceptional and extraordinary Items and tax |
278.01 |
(17.480) |
| Less:- Tax Expense Current Tax/Mat |
61.00 |
- |
| Deferred Tax Adjustment-Cr/Dr) |
|
- |
| Tax Adjustments for Earlier Year |
|
|
| Profit/ (Loss) after Tax |
217.01 |
(17.480) |
| EPS |
0.36 |
(1.301) |
MEETINGS OF THE BOARD & COMMITTEES
A tentative calendar of Meeting is prepared and circulated well in advance to the
Directors. The intervening gap between the meetings was within the period prescribed under
the Companies Act, 2013, Secretarial Standard - 1 and Listing Regulations.
During the year ended March 31, 2025, the Board met 14 times. The details of
Board/committee meetings and the attendance of Directors are provided in the Corporate
Governance Report, which forms a part of this Report.
Further, all the recommendations of Audit Committee were accepted by the Board of
Directors.
33nd Annual General Meeting of the Company for the financial year 2024-25
will be held on 24th September, 2025
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3) (c) of the Companies Act, 2013 with
respect to Directors' Responsibility Statement, your Directors hereby confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) The directors 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;
e) The director had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively; for
ensuring the orderly and efficient conduct of business, including adherence to company's
policies, the safeguarding its assets, prevention and detention of frauds and errors, the
accuracy and completeness of accounting records, and the timely preparation of reliable
financial information.
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 effectively.
g) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable Secretarial Standards and that such systems are adequate and operating
effectively.
DETAILS IN RESPECT OF FRAUD
In terms of provisions of section 134(3) (ca) no fraud was reported by auditors under
section 143(12) of the Companies Act, 2013.
ISSUE OF SECURITIES ON PREFERENTIAL BASIS
> The Board of Directors at its meeting held on June 10, 2024 approved the
Preferential Allotment of upto 9,90,00,000 (Nine Crores Ninety Lakhs Only) fully
Convertible Warrants to the persons belonging to Non promoter, Public Category.
> On July 11, 2024 the Shareholders approved the Preferential Allotment of upto
9,90,00,000 (Nine Crores Ninety Lakhs Only) fully Convertible Warrants to the persons
belonging to Non promoter, Public Category, by passing Special Resolution through postal
ballot.
> The Board of Directors at its meeting held on July 18, 2024 approved the Allotment
of 9,90,00,000 Fully Convertible Warrants at Issue Price of Rs. 10/- on preferential
basis.
> The Board of Directors at its meeting held on July 24, 2024 approved the
Conversion of 3,30,00,000 warrants into equal number of equity shares of the Company on
preferential basis.
> The Board of Directors at its meeting held on August 08, 2024 approved the
Conversion of 3,29,99,997 warrants into equal number of equity shares of the Company on
preferential basis"
> The Board of Directors at its meeting held on August 14, 2024 approved the
Conversion of 3,30,00,006 warrants into equal number of equity shares of the Company on
preferential basis.
FORFEITURE OF PARTLY PAID UP EQUITY SHARES
The Board of Directors at its meeting held on , i.e., 21st October 2024 approved the
forfeiture of 1,53,900 partly paid-up equity shares on which holders thereof have failed
to pay the balance call money of Rs.5.00/- per share.
On 30th April 2025 BSE approved the forfeiture of 1,53,900 partly paid-up
equity shares on which holders thereof have failed to pay the balance call money of
Rs.5.00/- per share.
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet the criteria of
independence as provided under Section 149 of the Act and Regulation 16(1) (b) of the
Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force). The Independent Directors have also confirmed that they have
complied with the Company's code of conduct.
AUDIT OBSERVATIONS
(i) Statutory Auditor:
Disclaimer of Opinion
The Statutory Auditor have given the following Disclaimer of Opinions which are as
follows
| Disclaimer of Opinion |
Management Response |
| a. List of Audit Qualification: The company has unsecured loans amounting to Rs8472.96
Lacs. Management has not charged interest on these loans, and relevant agreements along
with cross-confirmations are not available. In the absence of valid agreements and
necessary confirmations, the accuracy of the balances and their interest-free status could
not be verified, potentially impacting the fair presentation of liabilities and interest
expenses. |
On account of no impact on figures, adjustments to be required for each
qualification. |
| Balance of GST Credit receivable Rs4.65 Lacs pending for GST reconciliation.
Reconciliation with the GST Online Portal has not been provided, affecting the accuracy of
GST Input Credit and the liability towards the government. |
|
| The company has trade payables amounting to Rs289.76 Lacs; however, the supporting for
bifurcation of Micro, Small, and Medium Enterprises (MSME) creditors has not been
provided. Non-disclosure of MSME classification contravenes the Micro, Small and Medium
Enterprises Development (MSMED) Act, 2006, impacting regulatory compliance and financial
transparency. |
|
| Advances to suppliers of Rs1,943.84 Lacs remain unconfirmed. Absence of confirmations
from these suppliers affects the reliability of liabilities disclosed in the financial
statements. |
|
| A borrowings amounting to Rs12,319.89 Lacs remains unconfirmed to certain parties. The
absence of loan confirmations impacts the reliability of Borrowings and financial
disclosures. |
|
| We are in receipt of certain sales invoices; however, they are not supported with
E-Way bills, Delivery Challans, or Transportation details. In the absence of these
critical documents, we are unable to verify the genuineness of the transactions. |
|
| The Company has not maintained Goods Inward Reports with respect to purchases, nor
does it own or lease any warehouse or godown facility. Management has represented that
goods are traded directly from vendors to customers without being stored by the Company.
However, in the absence of documentary evidence, we are unable to verify the accuracy of
this assertion. Furthermore, inventory as at 31st March 2025 stands at Rs1,43,52.36 Lacs
and we were unable to obtain sufficient appropriate audit evidence to confirm the
existence and valuation of the same. |
|
. SECRETARIAL AUDITOR:
No qualifications, reservation or adverse remarks or disclaimer was made by the
secretarial auditor in his audit report.
LOANS, GUARANTEES AND INVESTMENTS:
The Company has given Loan or Guarantee or made Investment under Section 186 within the
limits specified under Sec 186(2) of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES:
The following related party transaction has taken place during the financial year
2024-25;
| List of related parties with whom transactions have
taken place |
| S.No. Name Of Related Party |
Relation |
Nature Of Transaction |
F.Y 2024-2025 (From 01.04.2024 to 31.03.2025) |
| 1. Mr. Manowar Ali |
Company Secretary |
Remuneration |
1,65,000 |
| 2. Mr. Altaf Hussain Shah |
Managing Director and CFO |
Remuneration |
9,30,000 |
| 3. Mr. Suraj Chagan Solanki |
Director |
Remuneration |
8,65,000 |
STATE OF AFFAIRS- AUDITED IND AS FINANCIAL STATEMENTS
During the Financial Year 2024-25, the total revenue (including other income) was Rs.
2645.99 Lacs, (Rs. 9.390 Lacs in the previous year), and had a Net Profit after tax of Rs.
217.01 Lacs, as against the Net loss of Rs. (17.480) Lacs previous year.
i) Reserves
The net profit after tax of Rs. 217.01 Lacs have been retained in the profit & loss
account and has been carried forward to the Balance sheet accordingly.
ii) Dividend
Further, no dividend was proposed to be declared during the period under review. MATERIAL
CHANGES AND COMMITMENTS
Subsequent to the end of the financial year i.e. 31st March 2025 and up to the date of
this Report, the following material changes and commitments have occurred which have an
impact on the financial position of the Company
A. The Board of Directors at its meeting held, on 21st October 2024 approved the
forfeiture of 1,53,900 partly paid-up equity shares on which holders thereof have failed
to pay the balance call money of Rs.5.00/- per share.
Further, BSE via Approval letter dated April 30, 2025 approved the forfeiture of
1,53,900 equity shares of Rs. 10/- each, which were partly paid-up due to non-payment of
allotment/call monies.
B. The Board of Directors at their meeting held i.e., Wednesday, 14th May, 2025 at the
registered office of the Company Approved the Alteration in Main Objects Clause of
Memorandum of Association of the Company by addition of New Objects.
C. The Board of Directors at their meeting held i.e., Wednesday,14th May, 2025 at the
registered office of the Company approved the increase in the Authorised Share Capital of
the Company from Rs. 1,16,00,00,000 (Rupees One Hundred Sixteen Crores Only) divided into
11,60,00,000 (Eleven Crore Sixty Lakhs) Equity Shares of Rs. 10/- each to Rs.
1,86,00,00,000 (Rupees One Hundred Eighty Six Crore Only) divided into 18,60,00,000
(Rupees Eighteen Crore Sixty Lakhs Only) Equity Shares of Rs. 10/- each and consequent
amendment in the Capital Clause (Clause V) of Memorandum of Association of the Company.
D. The Board of director, on June 18th 2025, has executed a definitive mandate for
third- party sourcing and procurement services aggregating ~Rs517 crore with an overseas
client, Fortune Sagar Impex Company Limited, Thailand.
E. Company on 30th June,2025 wins new Rs 856 million export-sourcing orders from Giant
Exim & Ravina International.
F. Company on 08th July,2025 has successfully completed all export-sourcing assignments
concluded during Q1 FY 2025-26 orders aggregating Rs 299.91 crore.
G. Company on 05th August, 2025 shifted its Corporate Office from 107/22 Gali No 3,
East Azad Nagar, Shahdara, Delhi - 110051 to 608, 6th Floor, Shree Balaji Hights, B/S.
I.D.B.I. Bank, NR. Bodyline Cross Road, C. G. Road, Ellisbridge, Ahmedabad-380006,
Gujarat - 380051.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
a. Conservation of energy:
Company has no manufacturing operations; therefore, provisions relating to disclosure
of
conservation of energy are not applicable to the Company.
b. Technology absorption:
During the year under review no new technology was absorbed and no expenditure was
incurred on Research & Development.
c. Foreign exchange earnings and outgo:
Foreign exchange earnings and outgo were nil during the current year.
RISK MANAGEMENT
The Company has well defined process to ensure risks are identified and steps to treat
them are put in place at the right level in the management. The operating managers are
responsible for identifying and putting in place mitigation plan for operational and
process risks. Key strategic and business risks are identified and managed by the
Directors in the organization.
The Company's approach to addressing business risks is comprehensive and includes
periodic review of such risks and has established a framework for mitigating controls and
reporting mechanism of such risks. Some of the risks that the Company is exposed to are:
(i) Financial Risk (ii) Regulatory Risks (iii) Human Resources Risks (iv) Strategic Risks.
CORPORATE SOCIAL RESPONSIBILITY
During the year under review, the Net Worth of the Company is less than Rs. 500.00
crore; turnover is less than Rs.1000.00 crore; and net profit is less than Rs. 5.00 crore;
therefore constitution of corporate Social Responsibility Committee is not applicable in
terms of section 135(1) of the Companies Act, 2013.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued
thereunder, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI
dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation
of the annual performance of the Directors/Board/Committees was carried out for the
Financial Year 2024-25. A statement on annual evaluation by the Board of its performance
and performance of its Committees as well as Individual Directors forms part of the
Corporate Governance Report.
CHANGE IN NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the
Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company has a professional Board with Executive Directors & Non-Executive
Directors who bring the right mix of knowledge, skills, and expertise and help the Company
in implementing the best Corporate Governance practices.
a) Retirement by Rotation
Pursuant to the provisions of Section 152 and other applicable provisions of the
Companies Act, 2013, One- third of such of the Directors as are liable to retire by
rotation, shall retire every year and, if eligible, offer themselves for re-appointment at
every AGM. Consequently, Mr. Ravi Thakor (DIN 11210729), Director, is liable to retire by
rotation at the ensuing Annual General Meeting of the Company and being eligible, he has
offered himself for re-appointment. Necessary resolution for his re-appointment is
included in the Notice of AGM for seeking approval of members. The Board of Directors has
recommended his re-appointment.
The details as required under Regulation 36(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 regarding re-appointment of Mr. Ravi Thakor his
brief resume, the nature of expertise in specific functional areas, names of Companies
in which he hold Directorships, committee Memberships/ Chairmanships, his shareholding
in the Company etc., are furnished in the annexure to the notice of the ensuing AGM.
b) Appointment
1. Mr. Altaf Hussain Shah
• Mr. Altaf Hussain Shah (DIN:10351528) The Board of Directors of Company based on
the recommendation of the Nomination and Remuneration Committee has appointed Mr. Altaf
Hussain Shah (DIN:10351528) as an Managing Director of the Company with effect from 28th
march, 2024 subject to Shareholders' Approval.
• The above mentioned appointment has been approved by the shareholders by passing
Ordinary Resolution through Postal Ballot as on 02nd May, 2024.
2. Ms. Deepika Krishnan Iyer
• The appointment of Ms. Deepika Krishnan Iyer (DIN: 10515778) as a NonExecutive
Independent Director of the Company has been approved by the shareholders by passing
Special Resolution through Postal Ballot as on 02nd May, 2024.
3. Mr. Ashish Abbi
• The appointment of Mr. Ashish Abbi (DIN: 10515790) as Non-Executive Independent
Director of the Company has been approved by the shareholders by passing Special
Resolution through Postal Ballot as on 02nd May, 2024.
4. Mr. Pradeep Dnyaneshwar Terse
• The Board of Directors of Company based on the recommendation of the Nomination
and Remuneration Committee has appointed Mr. Pradeep Dnyaneshwar Terse (DIN 10758084) as
an Additional Non- Executive Independent Director of the Company for a period of 5 years
with effect from 04th October, 2024 subject to Shareholders' Approval.
The above mentioned appointment has been approved by the shareholders by passing
Special Resolution through Postal Ballot as on 24th February, 2025.
5. Mr. Chintan Didawala
• The Board considered the recommendation of nomination committee and approved the
appointment of Mr. Chintan Didawala (DIN: 11088268) as Additional Executive Director with
effect from 6th May 2025.
• The Board considered and approved the appointment of Mr. Chintan Didawala (DIN:
11088268) as Chief Financial Officer of the company w.e.f 06th May, 2025.
• The Board considered the recommendation of nomination committee and approved the
appointment of Mr. Chintan Didawala (DIN: 11088268) as Managing Director with effect from
14th May, 2025, subject to the approval of shareholders of the Company.
• The above mentioned appointment has been approved by the shareholders by passing
Special Resolution through Postal Ballot as on 14th June, 2025.
6. Mr. Yogeshkumar Prajapati
• The Board of Directors of Company based on the recommendation of the Nomination
and Remuneration Committee has appointed Mr. Yogeshkumar Prajapati (DIN 11210767) as
Additional Non-Executive Independent Director of the Company with effect from August, 05th
2025 subject to Shareholders' Approval.
7. Mrs. Bhumika Pradhan
• The Board of Directors of Company based on the recommendation of the Nomination
and Remuneration Committee has appointed Mrs. Bhumika Pradhan (DIN 10167275) as Additional
Non-Executive Independent Director of the Company with effect from August, 05th
2025 subject to Shareholders' Approval.
8. Mr. Ravi Thakor
• The Board of Directors of Company based on the recommendation of the Nomination
and Remuneration Committee has appointed Mr. Ravi Thakor (DIN 11210729) as Additional
Non-Executive Non-Independent Director of the Company with effect from August, 05th
2025 subject to Shareholders' Approval.
c) Cessation
1) Mr. Altaf Hussain
• The Board received the resignation of Mr. Altaf Hussain (DIN: 10351528) on 5th
May 2025 and board considered and accepted the Resignation of Mr. Altaf Hussain from the
post of Managing Director- Executive Director & Chief Financial Officer of the company
with effect from 5 th May 2025.
2) Mrs. Deepika Krishnan Iyer
• Board received the resignation of Mrs. Deepika Krishnan Iyer on 05th August,
2025 and board considered and accepted the Resignation of Mrs. Deepika Krishnan Iyer from
the post of Non- Executive Independent Director of the company with effect from 06th
August, 2025.
3) Mr. Ashish Abbi
• Board received the resignation of Mr. Ashish Abbi on 04th October
2024 and board considered and accepted the Resignation of Mr. Ashish Abbi from the post of
Non- Executive Independent Director of the company with effect from 04" October 2024.
4) MR. Suraj Chagan Solanki
• Board received the resignation of Mr. Suraj Chagan Solanki on 05th
August, 2025 and board considered and accepted the Resignation of Mr. Suraj Chagan Solanki
from the post of Non-executive Non-Independent director of the company with effect from
06th August, 2025.
Woman Director
• In terms of Section 149 of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has
appointed Mrs. Bhumika Pradhan who is serving on the Board of the Company, since 2025.
CHANGE IN COMPANY SECRETARY & COMPLIANCE OFFICER
a) Cessation
• Board considered and approved the resignation of Mr. Manowar, as the Company
Secretary and Compliance Officer (Key Managerial Personnel) of the Company with effect
from 21st February, 2025.
b) Appointment
• Board considered and approved the appointment of Ms. Palak Jain, (M.No:- A76264)
as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company
in terms of Section 203 of the Companies Act, 2013 read with regulation 6 of SEBI (Listing
Obligation and Disclosure Requirement) 2015, with effect from 06th May, 2025.
BOARD MEETINGS
During the year under review, the Board met Twenty One (21) times.
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
Board Meeting dates are finalized in consultation with all directors and agenda papers
backed up by comprehensive notes and detailed background information are circulated well
in advance before the date of the meeting thereby enabling the Board to take informed
decisions.
Following is the attendance of each of the Directors at the Board Meetings held during
the period under review:
| S. No. |
Date of Meeting |
Total No of Directors as on date of meeting |
Attendance |
|
|
|
|
No. of Directors attended |
% of Attendance |
| 1 |
30-05-2024 |
4 |
4 |
100 |
| 2 |
10-06-2024 |
4 |
4 |
100 |
| 3 |
18-07-2024 |
4 |
4 |
100 |
| 4 |
24-07-2024 |
4 |
4 |
100 |
| 5 |
08-08-2024 |
4 |
4 |
100 |
| 6 |
14-08-2024 |
4 |
4 |
100 |
| 7 |
02-09-2024 |
4 |
2 |
100 |
| 8 |
04-10-2024 |
5 |
5 |
100 |
| 9 |
21-10-2024 |
4 |
4 |
100 |
| 10 |
14-11-2024 |
4 |
4 |
100 |
| 11 |
02-12-2024 |
4 |
4 |
100 |
| 12 |
22-01-2025 |
4 |
4 |
100 |
| 13 |
14-02-2025 |
4 |
4 |
100 |
| 14 |
21-02-2025 |
4 |
4 |
100 |
COMMITTEE MEETINGS
a. AUDIT COMMITTEE
The composition of the Audit Committee and terms of reference are in compliance with
the provisions of Section 177 of the Act. All members of the Committee are financially
literate and have accounting or related financial management expertise.
Composition of Audit Committee:
| Name |
Category of Directorship |
Designation in Audit Committee |
No. of Meetings Attended |
| Ms. Deepika Krishnan Iyer |
Non-Executive & Independent Director |
Chairman |
09 |
| Ms. Suraj chagan solanki |
Non-Executive & Non Independent Director |
Member |
09 |
| Mr. Pradeep dnyaneshwar terse |
Non-Executive & Independent Director |
Member |
03 |
> Pursuant to the resignation of Mr. Ashish Abbi on 04th October, 2024, Committee
was reconstituted.
> Pursuant to the resignation of Mr. Altaf hussain Shah on 01st April, 2024,
Committee was reconstituted.
During the year under review, the Audit Committee met 9 (Nine) times.
Following is the detail of the attendance of each of the members of the Audit Committee
at its Meeting held during the year under review:
| Date |
Total Number of Directors in the Committee as on date of the meeting |
Number of Directors Present (All directors including Independent
director) |
No. of Independent Directors attending the meeting |
| 30-May-2024 |
3 |
3 |
2 |
| 10-Jun-2024 |
3 |
3 |
2 |
| 18-Jul-2024 |
3 |
3 |
2 |
| 24-Jul-2024 |
3 |
3 |
2 |
| 8-Aug-2024 |
3 |
3 |
2 |
| 14-Aug-2024 |
3 |
3 |
2 |
| 21-Oct-2024 |
3 |
3 |
2 |
| 14-Nov-2024 |
4 |
4 |
3 |
| 14-Feb-2025 |
3 |
3 |
2 |
b. Nomination and Remuneration Committee
The composition of the Nomination and Remuneration Committee and terms of reference are
in compliance with the provisions of Section 178 of the Act.
a. Composition of Nomination & Remuneration Committee as on March 31,2025:
| Name |
Category of Directorship |
Designation in Audit Committee |
| Ms. Deepika Krishnan Iyer |
Non-Executive & Independent Director |
Chairman |
| Mr. Suraj Chagan Solanki |
Non-Executive & Non Independent Director |
Member |
| Mr. Pradeep Dnyaneshwar |
Non-Executive & Independent |
Member |
| Terse |
Director |
|
> Pursuant to the resignation of Mr. Ashish Abbi on 04th October, 2024, Committee
was reconstituted.
> Pursuant to the resignation of Mr. Altaf hussain Shah on 05th May,
2024, Committee was reconstituted.
During the year under review, the Nomination and Remuneration Committee met 7 (Seven)
times.
Following is the detail of the attendance of each of the members of the Nomination and
Remuneration Committee at its Meeting held during the year under review:
| Date |
Total Number of Directors in the Committee as on date of the meeting |
Number of Directors Present (All directors including Independent
director) |
No. of Independent Directors attending the meeting |
| 30-May-24 |
3 |
3 |
3 |
| 10-Jun-24 |
3 |
3 |
3 |
| 14-Aug-24 |
3 |
3 |
2 |
| 04-Oct-24 |
3 |
3 |
2 |
| 02-Dec-24 |
3 |
3 |
2 |
| 22-Jan-2025 |
3 |
3 |
2 |
| 21-Feb-2025 |
3 |
3 |
2 |
c. Stakeholders Relationship Committee
The composition of the Stakeholders Relationship Committee and terms of reference are
in compliance with the provisions of Section 178 of the Act.
Composition of Stakeholders' Relationship Committee as on March 31,2025:
| Name |
Category of Directorship |
Designation in Audit Committee |
| Ms. Deepika Krishnan Iyer |
Non-Executive & Independent Director |
Chairman |
| Mr. Altaf Hussain Shah |
Executive Director |
Member |
| Mr. Pradeep dnyaneshwar terse |
Non-Executive & Independent Director |
Member |
> Pursuant to the resignation of Mr. Ashish Abbi on 04th October, 2024, Committee
was reconstituted.
During the year 2024-25, the Committee met on 30-May-24, 10-Jun-2024, 14-Aug-2024 and
14-Nov-2024.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
During the period under review no Company became or ceased to be its subsidiaries,
joint venture or associate company.
FIXED DEPOSITS UNDER CHAPTER V
The Company has not accepted any deposit from its Directors, employees or general
public during the year; and there is no unpaid or unclaimed deposit at the end of the
year.
MATERIAL COURT ORDERS PASSED
During the year no material order was passed by any regulators, tribunals or courts
which impacts the going concern & company's operations in future.
INTERNAL FINANCIAL CONTROL
According to Section 134(5)(e) of the Companies Act, 2013 read with rule 8 of the
Companies (Accounts) Rules, 2014, the term Internal Financial Control(IFC) means the
policies and procedures adopted by the Company for ensuring the orderly and efficient
conduct of its business, including adherence to Company's policies, the safeguarding of
its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
information.
The Company believes that a strong internal control framework is very much essential
and is part of good corporate governance practices. Your Company has in place well defined
and adequate internal financial control framework commensurate with the size and
complexity of its business to ensure proper recording of financial &operational
information, compliance of various internal control and other regulatory/statutory
compliances. All internal Audit findings and control systems are periodically reviewed by
the Audit Committee of the Board of Directors, which provides strategic guidance on
internal control.
SEXUAL HARASSMENT OF WOMAN AT WORK PLACE
The Company has zero tolerance for sexual harassment at workplace and had in place
policy on Prevention, Prohibition and Redressal of Sexual Harassment for women at
workplace in accordance with the requirements of Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act') and Rules made
thereunder.
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013(POSH Act) and Rules made thereunder, the Company
has constituted Internal Committees (IC). Our POSH Policy is now inclusive and gender
neutral, detailing the governance mechanisms for prevention of sexual harassment issues
relating to employees across genders including employees who identify themselves with
LGBTQI+ community. During the year, company has not received any sexual harassment
complaints.
To build awareness in this area, the Company has been conducting induction/refresher
programmes in the organisation on a continuous basis. During the year, your Company
organised offline training sessions on the topics of Gender Sensitisation and Code
Policies including POSH for all office and factory-based employees.
During the year under review, no complaint pertaining to sexual harassment at work
place has been received by the Company.
DISQUALIFICATIONS OF DIRECTORS
Pursuant to Section 164 of the Companies Act, 2013, no director has incurred any
disqualification on account of non-compliance with any of the provisions of the Act.
DISCLOSURE ON VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism/Whistle blower Policy as a part of its
vigil mechanism. The purpose of this Policy is to enable any person including the
directors, employees, other stakeholders, etc. to raise concerns regarding unacceptable
and improper practices and/or any unethical practices in the organization without the
knowledge of the management.
All employees shall be protected from any adverse action for reporting any unacceptable
or improper practice and/or any unethical practice, fraud or violation of any law, rule or
regulation, potential or actual violation, leakage of unpublished price sensitive
information without fear of reprisal.
The Company believes in the conduct of its affairs and its constituents by adopting the
highest standards of professionalism, honesty, integrity, and ethical behavior, in line
with the Code of Conduct (‘Code'). All the stakeholders are encouraged to raise their
concerns or make disclosures on being aware of any potential or actual violation of the
Code, policies or the law. Periodic awareness sessions are also conducted for the same.
The Board has formulated policy on Vigil Mechanism/ Whistle blower Policy and the same may
be accessed at the website of the Company.
MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis Report, as stipulated under the Listing Regulations
is presented in a separate Section forming part of this Annual Report as "Annexure
- A"
CORPORATE GOVERNANCE
In compliance with Regulation 34 of the Listing Regulations, a separate report on
Corporate Governance along with a certificate from the Auditors on its compliance forms an
integral part of this report as "Annexure B"
A certificate from the Practising Company Secretary confirming compliance of conditions
of Corporate Governance as stipulated in Part E of the Schedule V of the Listing
Regulations is annexed to the Corporate Governance Report.
STATUTORY AUDITORS:
M/s Gupta Rustagi & Co, Chartered Accountants were appointed as statutory auditors
of the Company w.e.f. March 28, 2024 to fill the Casual Vacancy till the conclusion of 32nd
Annual General Meeting i.e 30th September, 2024.
In 32nd Annual General Meeting, M/s Chandabhoy & Jassoobhoy, Chartered
Accountants, as the Statutory Auditors of the Company for term of five consecutive years,
who shall hold
office from the conclusion of this 32nd Annual General Meeting till the conclusion of
the 37th Annual General Meeting to be held in the financial year 2028-29.
Further, the Notes to Accounts referred to in the Auditors' Report are self-explanatory
and therefore do not call for any further comments. The Auditors' report does not contain
any qualification, reservation or adverse remark.
SECRETARIAL AUDITOR
As per the Provisions of Section 204(1) read with Rule 9 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, your Company has been carrying out
audit of its secretarial records.
Vishakha Agrawal & Associates, Company Secretary in practice had been appointed as
Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year
2024-25
The Secretarial Audit Report in Form MR-3 obtained from Vishakha Agrawal &
Associates, for the said financial year is annexed herewith and forms part of this report
as "Annexure C".
The secretarial report is self-explanatory and any observation, qualification are duly
responded by the Company within the timeframe.
SHIFTING OF REGISTERED OFFICE
During the year under review, the Company has not shifted its registered office.
LISTING FEE OF SHARES
The shares of the company are listed on a recognized stock exchange- ‘Bombay Stock
Exchange' and up to date Listing Fee is paid.
DISCLOSURE UNDER SECTION 148 OF COMPANIES ACT, 2013:
Company is not required to maintain the cost records and accounts as specified under
section 148 of Companies Act, 2013 as it not applicable on the Company.
CODE FOR PREVENTION OF INSIDER TRADING PRACTICES
In compliance with SEBI's regulations on Prevention of Insider Trading, the Company has
instituted a comprehensive Code of Conduct for its Directors and Designated Employees. The
code lays down guidelines which advise them on procedure to be followed and disclosures to
be made while dealing with shares of the Company and cautioning them of consequences of
violations.
Based on the recent amendments in the SEBI (Prevention of Insider Trading Regulations),
2015, the company has revised the "Code of Conduct for Prevention of Insider
Trading" of the Company. Company Secretary is the Compliance Officer for the purpose
of this code. During the year, there has been due compliance with the code by the Company
and all insiders and requisite disclosures were made to the Stock Exchanges from time to
time.
The Company has now adopted the new amended SEBI's (Prevention of Insider Trading)
Regulations, 2015 duly approved by the Board of Directors at its meeting in term of which
the Code of Practices Procedure for fair disclosure unpublished price sensitive
information and the Code of Internal procedure and conduct for regulation, monitor and
report of trading in the Securities for the designated employees and the connected persons
have been adopted.
POLICY ON DIRECTORS' APPOINTMENT AND POLICY ON REMUNERATION
Pursuant to the provisions of Section 134 (3) (e) and Section 178 of the Companies Act,
2013 and in terms of Regulation 19(4) of the SEBI (Listing Obligation and Disclosure
Requirement) Regulations, 2015, the Board has formulated a policy on Nomination and
Remuneration for its Directors, Key Managerial Personnel and senior management.
The salient features of the Policy are:
• It provides the diversity on the Board of the Company and
• It provides the mechanism for performance evaluation of the Directors
• It lays down the parameters based on which payment of remuneration (including
sitting fees and remuneration) should be made to Independent Directors and Non-Executive
Directors.
• It lays down the parameters based on which remuneration (including fixed salary,
benefits and perquisites, bonus/ performance linked incentive, commission, retirement
benefits) should be given to Whole-time Directors, KMPs and rest of the employees.
It lays down the parameters for remuneration payable to Director for services rendered
in other capacity.
It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of
the Company. During the year under review, there were no substantive changes in the Policy
except to align the Policy with amendments made to applicable laws.
SECRETARIAL STANDARD OF ICSI
The Company has complied with the Secretarial Standard-1 on ‘Meetings of the Board
of Directors' and Secretarial Standard-2 on ‘General Meetings' issued by the
Institute of Company Secretaries of India.
TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES
In terms of the provisions of Investor Education and Protection Fund (Accounting,
Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof),
no unpaid/unclaimed dividends were transferred during the year under review to the
Investor Education and Protection Fund.
|
For and on behalf of the Board Welcure Drugs &
Pharmaceuticals Limited |
|
Sd/- |
Sd/- |
| Place: New Delhi Date: 02.09.2025 |
Chintan Didawala Ganpat Managing Director DIN:11088268 |
Ravi Thakor Director DIN:11210729 |
|