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Dhruv Wellness Ltd.
|BSE: 540695||Sector: Others|
|NSE: N.A.||ISIN Code: INE109Y01011|
|BSE 00:00 | 13 Jan||82.85||
|NSE 05:30 | 01 Jan||Dhruv Wellness Ltd|
|Mkt Cap.(Rs cr)||87|
|Mkt Cap.(Rs cr)||87.32|
Dhruv Wellness Ltd. (DHRUVWELLNESS) - Director Report
Company director report
To The Members
Dhruv Wellness Limited
The Directors of M/s. Dhruv Wellness Limited (the "Company"](earlier known as"Dhruv Wellness Private Limited] are pleased to present the Third (3rd)Annual Report (the "Report") on the business and operations of the Companytogether with the audited financial statements of the Company for the Third year of theCompany.
1. Financial summary or highlights/Performance of the Company (Standalone)
(Amount in INR)
2. Brief description of the Company's working during the year/State of Company'saffairs
The gross income from operations increased during the year under review amounted to Rs.1036758536/- as compared to Rs. 1019401630/- in the previous year.
The net profit after tax is Rs. 5424295/- for the (FY 2017-18] after deducting allthe expenses of the year.
3. Change in the nature of business if any
During the period under review there were no changes in the nature of the business ofthe Company.
In current financial year i.e. 2017 - 18 Company has converted into Public LimitedCompany with effect from 2nd July 2017 and subsequently Company is listed onBSE SME segment.
The Directors do not recommend any dividend for the current financial year i.e. from 1stApril 2017 till 31st March 2018 under consideration.
During the period under review no amount was transferred to Reserves.
6. Share Capital
During the period under review the Company has offered issued or allotted fully paidequity shares in following manner.
1. 96660 Equity Shares to 0% (Zero) Optionally Convertible Debenture holders
2. 454510 Equity shares to existing equity share holder on Right Basis.
3. 6204680 Equity Shares to existing shareholder as fully paid bonus shares in theratio of 4:1 (Four equity shares as Bonus for each shares held).
4. 2784000 Equity shares to Indian public under IPO at BSE SME segment.
As on 31st March 2018 the issued subscribed and paid up share capital ofyour Company stood at Rs. 105398500/- comprising 10539850 Equity shares of Rs.10/-each.
List of Directors as on 31st March 2018.
In current financial year i.e. Financial Year 2017 - 18 your Company has appointed OneManaging Director One CFO (KMP) and Two Independent Director and all are regularized in 2nd annual general meeting of the Company.
8. Particulars of Employees
The Directors wish to place on record their appreciation of the contributions by theemployees of the Company and look forward to their continued commitment to the success ofthe Company in the years ahead.
During the financial year 12 (twelve] Board meetings were held details of which aregiven below:
10. Extract of Annual Return
Pursuant to section 92(3] of the Act and rule 12(1] of the Companies (Management andAdministration] Rules 2014 extract of annual return is annexed as Annexure 1. MGT - 9also being uploaded at website of the Company www.dhruvwellness.com
11. Details of Subsidiary/Ioint Ventures/Associate Companies
M/s Sanjay M. Kangutkar & Associates Chartered Accountants were ratified as theStatutory Auditors of the Company for the Financial year 2018 - 19. The company hasreceived the consent from the auditor as per the Companies Act 2013 to the effect thatratification if made will be within the limit prescribed.
13. Auditors' Report
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
14. Internal Controls
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company.
15. Risk management policy
The Company has adopted comprehensive risk management policy to manage risks acrossbusinesses.
The objective of the risk management policy:
> Consistency in the identification assessment mitigation monitoring andreporting of risk;
> Proactive identification and management of risks and events to minimize financiallosses revenue leakages unnecessary litigation disruption to business processes; and
> non-financial impacts including regulatory reputation and client impacts;
A core focus of the Risk Management Framework is the consistent identificationassessment mitigation monitoring and reporting of risk. This is achieved through thefollowing key elements of the process:
> Understanding Control Environment
Sets tone of organization and control consciousness of its people. Further it providesfoundation for organizational risk culture risk education and other relevant controls.
> Risk Assessment
Risk Identification and analysis
Risk Evaluation to form the basis for control
> Assessing Control Activities
To meet SLAs contracts and agreements
To form the base for Approvals authorizations performance reviews
> Ensuring Information and Communication
Relevant Information is identified captured and communicated in time
Flow and direction of information to ensure right people get pertinentinformation.
> Ongoing Monitoring of risk
Continuous Assessment of control systems through sampling.
Focus on effectiveness of controls through independent reviews.
16. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.
There is no material changes and commitments which affecting financial position of theCompany.
17. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
There are no significant and material orders passed by the regulators or courts ortribunal that would impact the going concern status of the Company and its operations infuture.
18. Details in respect of Frauds
As per Section 134(C) no frauds are reported by auditors under sub-section 12 ofsection 143.
19. Particulars of loans guarantees or investments under section 186
There were no loans given investments made guarantees given or securities providedduring the financial year.
20. Particulars of contracts or arrangements with related parties:
There were no any materially significant related parties' transaction with promotersand directors which were in conflict with the interest of the Company attracting theprovision of Section 188 of the Companies Act 2013 during the financial year.
However Form AOC 2 related with particulars of contract or arrangements with relatedparties are annexed herewith as Annexure 2
21. Obligation of Company under the Sexual Harassment Of Women At Workplace(Prevention. Prohibition And Redressal) Act 2013
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal] Act 2013 hasbeen notified on 9th December 2013 by the Union Government. Under the saidAct every Company is required to set up an Internal Complaints Committee to look intocomplaints relating to sexual harassment at work place of any women employee. Your Companyhas also in principle adopted a policy for prevention of Sexual Harassment of Women atworkplace and has set up Committee for implementation of said policy. During the yearCompany has not received any complaint of harassment.
22. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
a] The Particulars regarding Conservation of Energy.
As the Company is not covered in the list of industries required to furnish informationin Form 'A' relating to the conservation of Energy the same is reported to be Nil.However the Company takes all possible measures to conserve energy.
b] The Particulars regarding Technology Absorption Adaptation and Innovation.
The particulars regarding Technology Absorption Adaptation and Innovation are reportedto be Nil.
(c] Foreign exchange earnings and Outgo
During the year the total foreign exchange used was NIL and the total foreign exchangeearned was Nil.
23. Corporate Social Responsibility (CSR)
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1] of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
24. Directors' Responsibility Statement
The Directors of the Company confirm that pursuant to Section 134(3)(c) of the Act andto the best of their knowledge and belief:
(a] In the preparation of the annual accounts for the year ended March 31 208 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
(b] that the selected accounting policies were applied consistently and the Directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as on March 31 2018 and of the profit andloss of the Company for the year ended on that date;
(c] that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d] that the annual accounts have been prepared on a going concern basis; and
(e] that proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act"] read with theCompanies (Acceptance of Deposit] Rules 2014 during the period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.
26. FUTURE OUTLOOK:
Your Company is very well positioned to take advantage of ever increasing demand forthe pharmaceutical and cosmetic product. So in this way your Directors are hopeful toachieve better results in the coming years.
Your directors are pleased to inform you that the Company in the financial year 2017-18brought the Initial Public Offer of its equity shares and got listed its shares on SMEplatform of BSE Ltd. on 12th September 2017.
As on the date of this report the shares of the Company are listed on SME platform ofBSE and the Company has paid the annual listing fees for the year 2018-19.
28. MEETING OF INDEPENDENT DIRECTORS:
The independent directors of company met one time during the year on Wednesday 28thMarch 2018 where all the independent directors were present under the requirement ofRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements] Regulations 2015.
29. SECRETARIAL AUDITOR:
Pursuant to provision of Section 204 of Companies Act 2013 and Rules made there underMr. Sanjog Naravankar Company Secretary in Practice has been appointed as a SecretarialAuditor of the Company for the "Financial Year 2017-18" in Meeting of Board ofDirectors. A Secretarial Audit Report in Form MR-3 given by Mr. Sanjog Naravankar CompanySecretary in Practice has been provided in an Annexure - 3 which forms part of theDirectors Report.
SECRETARIAL AUDITORS' OBSERVATIONS IN SECRETARIAL AUDIT REPORT:
There is no qualification reservation or adverse remarks or disclaimer made by theSecretarial Auditor in their report and do not call for any further explanation/commentfrom the board.
30. EVALUATION OF BOARD'S PERFORMANCE:
In compliance with the provisions of the Companies Act 2013 ('the Act'] and SEBI(LODR] Regulations 2015 the Board during the year adopted a formal mechanism forevaluation of its performances as well as that of its committees and individual Directorsincluding the Chairman of the Board. A structured mechanism was prepared after taking intoconsideration inputs received from the Directors covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of specific duties obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors. TheDirectors expressed their satisfaction with the evaluation process.
31. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.
32. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2] (e] of the Listing Regulations is given as an"Annexure - 4" to this report.
33. MD AND CFO CERTIFICATION:
The MD and CFO of the company required to gives annual certification on financialreporting and internal controls to the board in terms of Regulation 17(8] of listingregulation and certification on financial results while placing the financial resultbefore the board in terms of Regulation 33 of listing regulation and same is published inthis Annexure - 5 report.
34. INDUSTRIAL RELATIONS:
During the year under review your Company enjoyed cordial relationship with employeesat all level.
35. 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 2014is as under:
1. the ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year: 1.44
2. the percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;
During the year there is no such changes in Remuneration
3. the percentage increase in the median remuneration of employees in the financialyear;
4. No. of permanent employees on the rolls of company; 14
Further no employee of the Company was in receipt of the remuneration exceeding thelimits prescribed in the rule 5(2] of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 hence no information as required under the provisionsof Section 197 of the Companies Act 2013 read with rule 5(2] and 5(3] of the Companies(Appointment and Remuneration of Managerial Personnel] Rules 2014 are provided in thisreport.
The directors thank the Company's employees customers vendors investors and academicinstitutions for their continuous support.
The directors also thank the government of India the governments of various states inIndia and concerned government departments / agencies for their co-operation.
For and on behalf of the Board of Directors
Date: 30th May 2018