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Deccan Health Care Ltd.

BSE: 542248 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE452W01019
BSE 15:31 | 09 Dec 40.75 0.75
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NSE 05:30 | 01 Jan Deccan Health Care Ltd
OPEN 41.00
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VOLUME 13200
52-Week high 51.00
52-Week low 22.65
P/E 30.19
Mkt Cap.(Rs cr) 69
Buy Price 0.00
Buy Qty 0.00
Sell Price 40.35
Sell Qty 1200.00
OPEN 41.00
CLOSE 40.00
VOLUME 13200
52-Week high 51.00
52-Week low 22.65
P/E 30.19
Mkt Cap.(Rs cr) 69
Buy Price 0.00
Buy Qty 0.00
Sell Price 40.35
Sell Qty 1200.00

Deccan Health Care Ltd. (DECCANHEALTHCAR) - Director Report

Company director report

To The Members of

DECCAN HEALTH CARE LIMITED

Your Directors' are pleased to present Twenty Sixth Annual Report on the affairs of theCompany along with the Standalone & Consolidated Audited Financial Statements for theFinancial Year ended on March 31 2022.

Financial Highlights:

The summarized financial highlights for the year vis-a-vis the previous year are asfollows:

(Rs. in Lakhs except EPS)

Standalone

Consolidated

Particulars FY 2021-22 FY 2020-21 FY 2021-22 FY 2020-21
Revenue from Operations 3317.12 3377.58 3317.12 3377.58
Other Income 22.07 5.54 22.07 5.54
Total Revenue 3339.19 3383.12 3339.19 3383.12
Expenses:
Cost of Material Consumed 398.09 2273.90 398.09 2273.90
Changes in Inventories of Finished Goods and in-Progress 1036.69 (430.88) 1036.69 (430.88)
Employee Benefit Expenses 291.52 291.76 291.52 291.76
Other Expenses 1128.04 1039.04 1128.19 1039.04
Finance Cost 15.18 10.79 15.18 10.79
Depreciation and Amortization Expenses 147.27 146.60 147.27 146.60
Total Expenses 2944.94 3331.21 2944.94 3331.21
Profit / (Loss) Before Tax Tax Expenses: 54.40 51.91 54.25 51.91
Provision for Income Tax Less: MAT Credit Entitlement 25.13 13.91 25.13 13.91
Deferred Tax (3.14) (0.99) (3.14) (0.99)
Profit / (Loss) for the period Earnings Per Share: 32.41 39.00 32.26 39.00
Basic 0.21 0.25 0.21 0.25
Diluted 0.21 0.25 0.21 0.25

Operational Performance:

On a standalone basis your Company recorded net sales of Rs.3339.19 Lakhs during thefinancial year 2021-22 as compared to Rs. 3383.12 Lakhs in the previous financial year2020-21 whereas the Net Profit during the financial year 2021-22 stood at Rs. 32.41 Lakhsas compared to a net profit of Rs 39 Lakhs in financial year 2020-21 leading to the BasicEarnings Per Share of Rs. 0.21 for the financial year 2021-22 as compared to Rs. 0.25 infinancial year 2020-21 due to negative impact of heavy rains and floods caused inUttarakhand last year

On a Consolidated basis your Company recorded net sales of Rs. 3339.19 Lakhs duringthe financial year 2021-22 as compared to Rs. 3383.12 Lakhs in the previous financialyear 2020-21 whereas the Net Profit during the financial year 2021-22 stood at Rs. 32.26Lakhs as compared to a net profit of Rs 38.99 Lakhs in financial year 2020-21 leading tothe Basic Earnings Per Share at Rs. 0.21 for the financial year 2021-22 as compared to Rs.0.25 in financial year 2020-21 due to negative impact of heavy rains and floods on thebusiness of the Company.

FY 2021-22

Your Company remained growth oriented during the financial year 2021-22 but also facedchallenges. Apart from the outbreak of covid -19 and its repeated waves your company alsofaced challenges due to heavy rains and floods caused in Uttarakhand where the innovationhub and manufacturing unit of the Company is situated.

To deal with this scenario your company focused on ensuring the safety of itsemployees and all other stakeholders and also managed to perform well and achieve adequateprofits.

Your Company has constituted a committee of senior management personnels to monitor theevents happening in the external environment and take suitable preventive and correctivemeasures to ensure continued safety of employees. The committee has prepared a businesscontinuity plan disaster management plan. We are happy to mention that we have been doingwhatever possible for the country in terms of fight against Covid-19.

During this pandemic the Company has launched Germo Free hand sanitizer so thatconsumers can take protective measures for safeguarding themselves from Covid-19 Companyhas also launched Royal Tea Tree Body Wash; omega 3 hair oil Sachets Ubtan Body washNurovit MC Total Sonehaldi and Orthomega during the FY 221-22 as addition to its existinglist of products.

Our manufacturing facility is operating at a reasonable capacity utilization and we areensuring that our products are available to consumers without interruptions. However itfaced challenges due to the flood and heavy rains caused in Uttarakhand but managedmaintain the supply chain with a specific focus on helping parties in surviving thedifficult times. We have taken several steps aimed at ensuring the safety which includesocial distancing in the office premises sanitization of our office premises; plantlocation thermal screening for employees working at sites providing sanitizers masksgloves etc. to employees.

Transfer to Reserves:

The Company has not transferred any amount to reserves for the period under review.

Dividend:

In view of the future expansion plans Board of Directors have not recommended anydivided for the financial year ended 31st March 2022.

Issue of Equity Shares and changes in Share Capital:

There was no change in the Share Capital of the Company during the financial year underreview.

Change in the Nature of Business:

There is no change in the nature of business during the financial year 2021-22.

Material Changes and Commitments:

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of the report.

Management Discussion and Analysis [MDA]:

Management Discussion and Analysis Report as required under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of this AnnualReport.

Directors and Key Managerial Personnel:

The Composition of the Board of Directors during the year under review were as followsand changes that took place in the Board composition during the year under review.

Name of the Director Category
Mr. Minto Purshotam Gupta* Managing (Promoter) Director
Ms. Meenakshi Gupta** Executive Director (Promoter)
Mr. Hitesh Patel*** Non-executive Director (Promoter)
Ms. Ruchi Khattar Independent Director
Ms. Kandlakunta Samhitha Independent Director
Ms. Savita Bhutani**** Independent Director

* Mr. Minto Purshotam Gupta will be reappointed as Managing Director of the Company forthe period of 5 (five) years w.e.f. 31st August 2023 by the members of theCompany at the 26th Annual General Meeting (AGM) to be held on held on 30thSeptember 2022.

**Mrs. Meenakshi Gupta will also be re-designated as the non-executive director of thecompany from her existing designation of Whole Time Director by the members of the Companyat the 26th Annual General Meeting (AGM) to be held on 30thSeptember 2022.

***Mr. Hitesh Patel (DIN 02080625) shall retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. The Board herebyrecommends his re-appointment for approval of shareholders in the ensuing Annual GeneralMeeting.

****Mrs. Savita Bhutani has resigned from her office w.e.f 28th July 2021.

Key Managerial Personnel:

1. Mr. Mohak Gupta Chief Financial Officer.

2. Ms. Sheena Jain Company Secretary.

Remuneration of Directors Key Managerial Personnel & Particulars of Employees:

The information required under Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forms an integral part of this Report is attached as Annexure III.

The statement containing particulars of employees as required under section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136of the Companies Act 2013 the Report and accounts are being sent to the members andothers entitled thereto.

Board Meeting:

During the year under review the Board of Directors met 6 times i.e. 31stJuly 2021 21st August 2021 06th

September 2021 25th October 2021 and 13th November 2021 18thFebruary 2022 respectively.

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

Attendance at the Board Meetings held during the FY 2021-22:

Name of Director 31.07.21 21.08.21 06.09.21 25.10.21 13.1 1.2 1 18. 02. 202 2
Minto Purshotam Gupta Yes Yes Yes Yes Yes Yes
Meenakshi Gupta Yes Yes Yes Yes No Yes
Hitesh Patel Yes Yes Yes Yes Yes Yes
Ruchi Khattar Yes Yes Yes Yes Yes No
Samhitha Kandlakunta Yes Yes Yes Yes Yes No
Savita Bhutani* No N.A. N.A. N.A. N.A . N.A .

*Mrs. Savita Bhutani has resigned from the Directorship of the Company w.e.f. 28thJuly 2021.

Attendance at the Last AGM of the Company held on 30th September 2021:

Particluars Minto P Gupta Meenakshi Gupta Hitesh Patel Ruchi Khattar Samhitha Kandlakunta
25th Annual General Meeting Yes Yes Yes Yes Yes

Declaration by Independent Directors:

Ms. Ruchi Khattar and Ms. Kandlakunta Samhitha and Ms. Savita Bhutani (Resigned w.e.f.28th July 2021) are the Independent Directors on the Board of your Company. Inthe opinion of the Board and as confirmed by these Directors they fulfil the conditionsspecified in Section 149(6) of the Act and the Rules made thereunder about their status asIndependent Directors of the Company.

Performance Evaluation:

Pursuant to the provisions of Companies Act 2013 and the Listing Regulations theBoard has carried out the annual performance evaluation of the Directors individually aswell as evaluation of the working of the Board and the committees of the Board by way ofindividual and collective feedback from the Directors.

The following were the Evaluation Criteria:

(a) For Independent Directors: - Knowledge and Skills - Professional conduct - DutiesRole and functions (b) For Executive Director: - Performance as Team Leader/Member -Evaluating Business Opportunity and analysis of Risk Reward Scenarios - Key Set Goals andAchievements - Professional Conduct and Integrity - Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

Board Committees:

During the year under review the Board of Directors of your Company had constitutedand re-constituted following Committees and approved the terms of reference / role incompliance with the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015.

1. Audit Committee:

In accordance with the provisions of section 177 of the Companies Act 2013 andregulation 18 of SEBI (Listing Obligation & Disclosure Requirement) Regulations 2015the company has constituted an Audit Committee to perform the roles responsibilities andfunctions as specified under Schedule II of the SEBI (LODR) Regulations and Companies Act2013.

The Composition of the Committee is as under:

S. No. Name of Director Designation
1. Mrs. Ruchi Khattar Independent Director & Chairman of the Committee
2. Ms. Smahitha Kandlakunta Independent Director & Member of Committee
3. Mr. Hitesh M Patel Non Executive Director & Member
4. Mrs. Savita Bhutani # Member of Committee

During the Financial Year under review the Audit Committee met four (4) times on 31stJuly 2021 21st August 2021 25th October 2021 and 13thNovember 2021 respectively and the requisite quorum was present at the Meeting.

2. Nomination & Remuneration Committee:

In accordance with the provisions of the Companies Act 2013 and regulation 19 of SEBI(Listing Obligation & Disclosure Requirement) Regulations 2015 the company hasconstituted a Stakeholder Relationship Committee to perform the roles responsibilitiesand functions as specified under Schedule II of the SEBI (LODR) Regulations and CompaniesAct 2013.

The Composition of the Committee is as under:

S. No. Name of Director Designation
1. Ms. Smahitha Kandlakunta Independent Director & Chairman of the Committee
2. Mrs. Ruchi Khattar Independent Director & Member of Committee
3. Mr. Hitesh M Patel Non Executive Director & Member

During the Financial Year under review the Nomination & Remuneration Committee metonly once i.e. 21st August 2021 and the requisite quorum was present at theMeeting.

3. Stakeholder Relationship Committee:

In accordance with the provisions of the Companies Act 2013 and regulation 20 of SEBI(Listing Obligation & Disclosure Requirement) Regulations 2015 the company hasconstituted a Stakeholder Relationship Committee to perform the roles responsibilitiesand functions as specified under Schedule II of the SEBI (LODR) Regulations and CompaniesAct 2013.

The Composition of the Committee is as under:

S. No. Name of Director Designation
1. Mrs. Ruchi Khattar Independent Director & Chairman of the Committee
2. Ms. Smahitha Kandlakunta Independent Director & Member of Committee
3. Mr. Hitesh M Patel Non Executive Director & Member

During the Financial Year under review No Stakeholder Relationship Committee meetingswere held.

4. Corporate Social Responsibility Committee:

In accordance with provisions of section 135 of the Companies Act 2013 and the rulesmade thereunder the company has formed a Corporate Social Responsibility committee tooversee and monitor CSR activities to be undertaken by the Company and frame a policy forthe same.

The composition of the committee is as under:

S. No. Name of Director Designation
1. Mrs. Ruchi Khattar Independent Director & Chairman of the Committee
2. Ms. Smahitha Kandlakunta Independent Director & Member of Committee
3. Mr. Hitesh M Patel Non Executive Director & Member

During the Financial Year ended 31st March 2022 the Corporate Social ResponsibilityCommittee met once i.e. on 01st March 2022 and the requisite quorum waspresent at the Meeting.

Company Secretary act as the Secretary to all the above four constituted Committees.

All decisions pertaining to the constitution of Committees appointment of members andfixing of terms of reference / role of the Committees are taken by the Board of Directors.

Subsidiary Companies:

The Company has one wholly owned subsidiary i.e. Beyoungstore Private Limited.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining the salient features of financial statements is annexed in Form AOC-1 asAnnexure I to this report.

However the company does not have any joint ventures or associate companies during theyear under the review.

Consolidated Financial Statements:

The Consolidated Financial Statements have been prepared by the Company in accordancewith applicable provisions of the Companies Act 2013 Accounting Standards and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The auditedconsolidated financial statements together with Auditors' Report form part of the AnnualReport. The Auditor's Report does not contain any qualification reservation or adverseremark

Details about Related Party Transactions:

No material Related Party Transactions i.e. transactions exceeding ten percent of theannual consolidated turnover as per the last audited financial statements were enteredduring the financial year of the Company. Accordingly the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2is not applicable.

Details about Loans Guarantee & Investment Under Section 186:

During the year under review the Company has complied with the provisions of theSection 186 of the Companies Act 2013 and rules made thereunder.

Internal Control / Internal Financial Control Systems and Adequacy Thereof:

Your Company has in place an adequate system of internal controls. The effectiveness ofinternal controls is reviewed through the internal audit process. Reports of internalauditors are reviewed by management and Audit Committee of the Company from time to timeand desired actions are initiated to strengthen the control and effectiveness of thesystem.

Human Resources:

The Company believes that quality of its employees is the key to success in long run.The Company continues to have cordial relations with its employees.

Conservation Of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

The information with regard to Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo in accordance with the provisions of Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is given asAnnexure-II forming part of this Report.

Auditors: a. Statutory Auditor

In the Annual General Meeting (AGM) of the Company held on 30th September2019 M/s. Keyur Shah & Co. Chartered Accountants Ahmedabad (FRN: 141173W) wereappointed as the Statutory Auditors of the Company to hold office as the StatutoryAuditors until the conclusion of the 28th Annual General Meeting (AGM) of theCompany to be held in the year 2024.

Pursuant to the notification dated 7th May 2018 issued by Ministry of CorporateAffairs the requirement for ratification of appointment of Auditors by the shareholdersat every Annual General Meeting has been done away with. Further the Auditors haveconfirmed their eligibility under section 141 of the Companies Act 2013 and the rulesmade thereunder.

Further the report of the Statutory Auditors along with notes is enclosed to thisreport. The remarks in the Report are already explained in the Notes to Accounts and assuch does not call for any further explanation or elucidation.

No fraud has been reported by the Statutory Auditors under Section 143(12) of theCompanies Act 2013 and the rules made thereunder.

B. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. M. R. Bhatia & Co. a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the Financial Year 2021-22. TheSecretarial Audit Report is annexed herewith as

Annexure-IV.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark. No fraud has been reported by the Secretarial Auditors under

Section 143 (12) of the Companies Act 2013 and the rules made thereunder.

Corporate Social Responsibility (CSR):

During the year the CSR provisions were not applicable on the company however thecompany has constituted the CSR Committee and framed CSR Policy. Hence the Annual Reporton Corporate Social Responsibility is not required to be annexed to this Report as.

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013:

The Company has zero tolerance towards sexual harassment at the workplace and has setup Internal Complaints Committee (ICC) for prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.During the year 2020-21 the Company has not received any complaint of sexual harassment.

Credit Rating:

During the Financial Year there was no credit rating being obtained by the Company.

Public Deposits:

The Company has not accepted any deposits from the public/members under section 73 ofthe Companies Act 2013 read with Companies (Acceptance of Deposits) Rule 2014 duringthe year.

Directors' Responsibility Statement:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134 (5) of the Companies Act 2013;

(a) That in the preparation of the annual accounts the applicable accounting standardsread with requirements set out under Schedule III to the Companies Act 2013 have beenfollowed along with proper explanation relating to material departures;

(b) That such accounting policies as mentioned in Notes to the Financial Statementshave been selected and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at March 31 2022 and of the profit of the Company for the year ended on thatdate;

(c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) That the annual financial statements have been prepared on a going concern basis;

(e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

(f) That systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

Significant and Material Orders passed by the Regulators or Courts or Tribunalsimpacting the Going Concern Status of the Company:

There has been no significant and material Order passed by the Regulators or Courts orTribunals in the FY 2021-22 impacting the going concern status of the Company'soperations.

Extract of Annual Return U/S 92 (3) in MGT-9:

As per the provisions of Section 92(3) of the Companies Act 2013 (‘the Act') readwith Rule 12(1) of the Companies (Management and Administration) Rules 2014 the extractof the Annual Return in Form MGT-9 is given in Annexure “V” forming part ofthis report.

Insider Trading:

In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 (Regulations) your Company has adopted the following: i) Codeof Conduct for Regulating Monitoring and Reporting of Trading by Insiders- The said Codelays down guidelines which advise Insiders on the procedures to be followed anddisclosures to be made in dealing with the shares of the Company and cautions them onconsequences of non-compliances.

ii) Code of Practices and Procedures of Fair Disclosures of Unpublished Price SensitiveInformation- The Code ensures fair disclosure of events and occurrences that could impactprice discovery in the market.

iii) Policy for dealing with Unpublished Price Sensitive Information (UPSI) and WhistleBlower Policy for employees to report any leak or suspected leak of UPSI- The policy aimsto enable the employees of the Company to report any leak or suspected leak of UPSIprocedures for inquiry in case of leak of UPSI or suspected leak of UPSI and initiateappropriate action and informing the SEBI promptly of such leaks inquiries and results ofsuch inquiries.

iv) Internal Control Mechanism to prevent Insider Trading-The Internal ControlMechanism is adopted to ensure compliances with the requirements given in the regulationsand to prevent Insider Trading. The Audit Committee reviewed and found the same in order.

Vigil Mechanism:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism toprovide a formal mechanism to the Directors and Employees to report their concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct or ethics policy. The Policy provides for adequate safeguards againstvictimization of employees who avail of the mechanism.

Acknowledgements:

Your Directors wish to place on record their appreciation of the contribution made bythe employees at all level towards the continued growth and prosperity of your company.Your Directors also wish to place on record their sincere thanks to the Banks and variousGovernment Authorities for the support and co-operation extended to the Company. YourDirectors are especially grateful to the shareholders for reposing their trust andconfidence in the Company.

By order of the Board of Directors

For DECCAN HEALTH CARE LIMITED

Minto Purshotam Gupta Hitesh Patel
Managing Director Director
DIN:00843784 DIN:0208625

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