GIAN LIFE CARE LIMITED
Your Board of Directors ("Board") take pride in presenting their 3rdAnnual Report together with the Audited Financial Statements ("FinancialStatements") for the Financial Year ended on March 31 2021 ("FY 2020-21"or "period under review"). The summarized financial performance of your Companyis as follows:
1. FINANCIAL HIGHLIGHTS
|Particulars ||For the Year ended 31st March 2021 ||For the Year ended 31st March 2020 |
|Revenue from Operations ||104549579.00 ||76454249.00 |
|Other Income ||2900818.00 ||1008229.00 |
|Total Income ||107450397.00 ||77462478.00 |
|Profit before Interest Depreciation and Taxes ||33417781.00 ||21124492.00 |
|Less: Depreciation and Amortization expenses ||2853086.00 ||2551043.00 |
|Less: Interest on borrowings (Finance cost) ||3017146.00 ||2994964.00 |
|Profit before tax and exceptional items ||27547549.00 ||15578485.00 |
|Less: Exceptional Item ||- ||- |
|Profit before Tax (PBT) ||27547549.00 ||15578485.00 |
|Tax Expenses: || || |
|Current Tax ||7317000.00 ||2420000.00 |
|MAT ||(193083.00) ||193083.000 |
|Tax of previous year ||227676.00 ||45969 |
|Deferred Tax ||24452.00 ||1650464.00 |
|Net Profit/(Loss) after tax (PAT) ||20171504.00 ||11268969.00 |
|Earnings per share (Basic & Diluted) ||4.29 ||3.13 |
|Paid Up Share Capital ||47006940.00 ||47006940.00 |
2. FINANCIAL HIGHLIGHTS AND OPERATION
The Company is engaged in the business of providing diagnostic and related healthcaretests and services in Kanpur and nearby areas. The Company provides a broad range ofdiagnostic and related healthcare tests and services such as patient diagnosis preventionand wellness diagnosis services to its patients and healthcare providers. The Company isin process to open several diagnostics labs in various parts of the State.
The Key highlights pertaining to the business of the Company for the financial year2020-21 have been given hereunder:
The Total Revenue from operations of the Company during the financial year2020-21 was Rs. 104549579.00 against the revenue from operations of Rs. 76454249.00in the previous financial year 2019-20.
The Net Profit before tax for the year under review was Rs. 27547549.00 ascompared to the profit before tax in the previous year of Rs. 15578485.00.
The Net Profit after tax for the year under review was Rs. 20171504.00 ascompared to the profit after tax in the previous year of Rs. 11268969.00.
Your Company has complied with all the acts rules regulations and guidelinesissued/prescribed by the Securities Exchange Board of India Reserve Bank of IndiaMinistry of Corporate Affairs and other statutory authorities subject to some delayedcompliances due to some unavoidable reasons.
The inter-corporate loans given by the Company during the period under review if anywere in the ordinary course of business and at arm's length. The Financial Statements areforming part of this Annual Report.
During the financial year under review the Company has transferred the Profit toSurplus as shown in notes to accounts of the financial statements.
4. SHARE CAPITAL
The Paid up Share Capital of the Company as on 31st March 2021 is Rs.47006940/-. There was no change in the share capital of the Company during the F Y.2020-21.
Flowever in the last financial year i.e. 2019-20 the company had issued 6506 fullypaid up shares of face value Rs.10 each at Rs 5051 per share during the period ended 30thJune 2019 pursuant to discharge of purchase consideration on Acquisition of GianPathology & X - Ray (Proprietor Dr.Arun Kumar Gupta) as per one of the main objects ofthe company. The company also allotted 3268188 fully paid up shares of face value Rs.10each pursuant to bonus issue approved by the shareholders at the EGM conducted on 12thApril 2019. The company further allotted 1416000 fully paid up shares of face valueRs.10 each at a issue price of Rs 22/- per share on 10th January 2020 pursuant to InitialPublic Offer. The shares were listed on BSE SME exchange on 13th January 2020.
5. EMERGENCE OF COVID-19
The outbreak of Covid 19 pandemic and consequent lockdown has not had any impact on ourability to render services to our customers or lenders. The business and credit terms areactively communicating with costumers having high risk business profiles to jointlyevaluate the best possible situation to mitigate the crises. Covid-19 continues to spreadacross the globe and India which has contributed to significant decline and volatility inglobal and financial market and a significant decrease in overall economic activities. Itpresented us an operational challenge. The management believes that it has taken intoaccount all possible impact of known events arising out of Covid-19 pandemic in thepreparation of quarterly results.
6. CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business activity of the Company during the periodunder review.
7. DETAILS OF HOLDING SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANY (IES)
During the period under review the Company does not have any Holding/ Subsidiary/Joint Venture or Associate Company.
With a view to provide a cushion for any financial contingencies in the future and tostrengthen the financial position of the Company your Directors have decided not torecommend any dividend for the period under review. Therefore the Company's Board ofDirectors does not recommend a dividend for the year ended March 312021
9. INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROLS
The Company has in place an adequate Internal Financial Control System with referenceto the financial statements and Internal Control System commensurate with the size scaleand complexity of its operations.
The Directors have laid down Internal Financial Control procedures to be followed bythe Company which ensures the compliance with various policies practices and statuteskeeping in view the organization's pace of growth and increasing complexity of operationsfor orderly and efficient conduct of its business.
The Audit Committee of the Board is vested with the powers to evaluate the adequacyand effectiveness of the Internal Financial Control system of the Company therebyensuring that>
1. Systems have been established to ensure that all the transactions are executed inaccordance with the management's general and specific authorization.
2. Systems and procedures exist to ensure that all the transactions are recorded so asto permit preparation of financial statements in conformity with the Generally AcceptedAccounting Principles (GAAP) or any other criteria applicable to such Statements and tomaintain accountability for effective and the timely preparation of reliable financialinformation.
3. Access to assets is permitted only with the management's general and specificauthorization. No assets of the Company are allowed to be used for personal purposesexcept in accordance with the terms of employment or except as specifically permitted.
4. The existing assets of the Company are verified /checked at reasonable intervals andappropriate action is taken with respect to differences if any.
5. Appropriate systems are in place for prevention and detection of frauds and errorsand for ensuring adherence to the Company's various policies as listed on the Website andotherwise disseminated internally.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The composition of the Board is governed by the relevant provisions of the CompaniesAct 2013 and rules made thereunder the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Articles of Association ofthe Company and all other applicable laws and is in accordance with the best practices incorporate governance from time to time.
i. Board of Directors
As on March 31 2021 the following were the Directors of the Company:-
|1. Mr. Arun Kumar Gupta ||(Executive Director; Managing Director) |
|2. Mrs. Rashika Agarwal ||(Non Executive Woman Director) |
|4. Mr. Umang Gupta ||(Non Executive Independent Director) |
|5. Mr. Abhiram Saran Agarwal ||(Non Executive Independent Director) |
ii. Fit and Proper Criteria
All the Directors of the Company duly meet the fit and proper criteria stipulated bythe law
iii. Directorships ceased during the year:
During the year under review no Directors resigned/ retired from the Board
iv. Directors appointed during the year:
During the year under review appointments of Mr. Umang Gupta (DIN - 08701330) &Mr. Abhiram Saran Agarwal were ratified in the 2nd Annual General Meeting ofthe Company.
iv. Declaration of Independence:
All the Independent Directors of the Company have submitted the declaration of theirindependence in conformity of Section 149(7) of the Companies Act 2013 and rules madethereunder stating that they meet the criteria of independence as provided in Section149(6) of the Companies Act 2013 and are not disqualified from continuing as IndependentDirectors.
During the period under review the Independent Directors of the Company had nopecuniary relationship or transactions with the Company other than the sitting feescommission and reimbursement of expenses incurred by them for the purpose of attending themeetings of the Company.
v. Retirement by Rotation
In accordance with the provisions of the Companies Act 2013 and rules made thereunderMrs. Rashika Agarwal Director of the Company is liable to retire by rotation at theensuing Annual General Meeting and has offered her candidature for re-appointment as aDirector of the Company at the ensuing Annual General Meeting.
vi. Key Managerial Personnel
During the period under review there was no change in the Key Managerial Personnel("KMP") of the Company.
As on March 31 2021 the Company had the following KMPs in accordance with theprovisions of the Companies Act 2013 and rules made thereunder:
|Mr. Arun Kumar Gupta ||- Managing Director |
|Mrs. Avani Gupta ||- Chief Financial Officer |
|Mr. Vanshul Asnani ||- Company Secretary & Compliance Officer |
vii. Board Meetings
During the period under review 14 (Ten) Board meetings were held and the interveninggap between the meetings were within the period prescribed under the Companies Act 2013and rules made thereunder.
viii. Committees of the Board
The following are the Committees constituted by the Board:
i) Audit Committee;
ii) Nomination & Remuneration Committee;
iii) Stakeholder Relationship Committee;
ix. Composition of the Committees:
The following was the composition of the Committees as on 31st March 2021:
|Abhiram Saran Agarwal ||Chairperson |
|Umang Gupta ||Member |
|Rashika Agarwal ||Member |
|Vanshul Asnani ||Secretary |
STAKEHOLDERS RELATIONSHIP COMMITTEE
|Rashika Agarwal ||Chairperson |
|Umang Gupta ||Member |
|Abhiram Saran Agarwal ||Member |
|Vanshul Asnani ||Secretary |
NOMINATION AND REMUNERATION COMMITTEE
|Abhiram Saran Agarwal ||Chairperson |
|Umang Gupta ||Member |
|Rashika Agarwal ||Member |
|Vanshul Asnani ||Secretary |
x. Board and Committee Meetings
Detai s of meetings of Board and Committees are as below:
|S No. Date of Board Meeting ||No. of Directors Present |
|1. 14/05/2020 ||4 |
|2. 28/05/2020 ||4 |
|3. 27/06/2020 ||4 |
|4. 23/07/2020 ||4 |
|5. 31/07/2020 ||4 |
|6. 22/08/2020 ||4 |
|7. 30/09/2020 ||4 |
|8. 28/10/2020 ||4 |
|9. 14/11/2020 ||4 |
|10. 09/12/2020 ||4 |
|11. 08/01/2021 ||4 |
|12. 30/01/2021 ||4 |
|13. 19/02/2021 ||4 |
|14 17/03/2021 ||4 |
|s No. Date of Audit Committee meeting ||No. Members Present |
|1. 14/05/2020 ||3 |
|2. 31/07/2020 ||3 |
|3. 28/10/2020 ||3 |
|4. 08/01/2021 ||3 |
|5. 17/03/2021 ||3 |
|S No. Date of Stake Holders Committee Meeting ||No. of Members Present |
|1. 14/05/2020 ||3 |
|2. 31/07/2020 ||3 |
|3. 28/10/2020 ||3 |
|4. 08/01/2021 ||3 |
|S No. Date of Nomination and Remuneration Committee Meeting ||No. of Members Present |
|1. 14/05/2020 ||3 |
|2. 31/07/2020 ||3 |
|3. 28/10/2020 ||3 |
|4. 08/01/2021 ||3 |
11. POLICIES GOVERNING THE APPOINTMENT AND REMUNERATION OF THE DIRECTORS AND EMPLOYEES
The Nomination & Remuneration Committee develops the competency requirements of theBoard based on the industry and strategy of the Company conducts a gap analysis andrecommends the reconstitution of the Board as and when required. It also recommends tothe Board the appointment of Directors having good personal and professional reputationand conducts reference checks and due diligence before recommending them to the Board.
Besides the above the Nomination & Remuneration Committee ensures that the newDirectors are familiarized with the operations of the Company and endeavors to providerelevant training to the Directors.
In accordance with the provisions of Section 178 of the Companies Act 2013 and theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has adopted a Policy on diversity of the Board of Directorsand a Policy on remuneration of the directors key managerial personnel and otheremployees. The Policy on Diversity of the Board of Directors have been framed to encouragediversity of thought
experience knowledge perspective age and gender in the Board The Policy onremuneration of the directors key managerial personnel and other employees is aligned tothe philosophy on the commitment of fostering a culture of leadership with trust.
The Policy on remuneration of the directors key managerial personnel and otheremployees aims: (a) that the level and composition of remuneration is reasonable andsufficient to attract retain and motivate Directors Executives and Other Employees ofthe quality required to run the Company successfully; (b) that relationship ofremuneration to performance is clear and meets appropriate performance benchmarks; (c)that remuneration to Directors Executives and Other Employees involves a balance betweenfixed and variable pay reflecting short and long-term performance objectives appropriateto the working of the Company and its goals; and (d) to enable the Company to provide awell-balanced and performance-related compensation package taking into accountshareholder interests industry standards and relevant Indian corporate regulations. Thedetailed policy on remuneration of the directors key managerial personnel and otheremployees is available on the Website.
The company has formulated the Nomination and Remuneration Policy in respect ofappointment and remuneration of the directors in pursuance of section 178(3).
The Board considered the Nomination and Remuneration Committee's recommendation andapproved remuneration of managerial personnel which is as follows:
|Sr. No. Name of Director ||Designation ||Proposed remuneration to be paid per month |
|1. Avani Gupta ||CFO ||Rs. 40000/-(Remuneration) |
Further None of the employee is in receipt of remuneration in excess of the limitsprescribed in the Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
10. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has framed a Policy on Prevention of Sexual Harassment at Workplace inaccordance with the applicable laws for all employees of the Company to inter alia ensurethat the employees are not subject to any form of sexual harassment and to constitute theInternal Complaints Committee to redress the complaints if any. Your Company is fullycommitted to protect the rights of any women of any age whether employed or not whoalleges to have been subjected to any act of sexual harassment within the Company'spremises. Your Company provides a safe and healthy work environment.
During the period under review there were no cases of sexual harassment reported tothe Company.
11. POLICY ON PERFORMANCE EVALUATION OF THE DIRECTORS BOARD AND ITS COMMITTEES
The Nomination & Remuneration Committee has devised a policy for the performanceevaluation of the Independent Directors Board its Committees and the other individualDirectors and has laid down the performance evaluation and assessment criteria/parameters.The Independent Directors in terms of Schedule IV to the Companies Act 2013 and theprovisions of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 at its separate meeting evaluated theperformance of the Chairman Non-Independent Directors and the Board as a whole.
The Nomination & Remuneration Committee carried out the evaluation of everyDirector's performance and the Board carried out a formal evaluation of its ownperformance Board
Committees and the performance of each of the Directors without the presence of theDirector being evaluated. The criteria/parameters laid down for the evaluation ofperformance of the Independent Directors is provided in the Corporate Governance reportforming part of this Annual Report.
12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Management Discussion andAnalysis Report is enclosed as a part of this Annual Report.
13. DIRECTORS RESPONSIBILITY STATEMENT
The Board acknowledges the responsibility for ensuring compliance with the provisionsof Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 in preparation ofthe Financial Statements for the financial year ended on March 31 2021 and state:
a. that in the preparation of Annual Accounts for the Financial Year ended as at March31 2021 the applicable Indian Accounting Standards have been followed along with theproper explanation relating to the material departures;
b. that the Directors have selected such Accounting Policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the Financial Yearended as at March 31 2021 and of the profit and loss of the Company for the FinancialYear ended on March 312021;
c. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud or otherirregularities;
d. that the Directors have prepared the annual accounts on a going concern basis;
e. that the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f. there is a proper system to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's internal financial controls were adequate and effectiveduring the period under review.
14. PUBLIC DEPOSITS
The Company did not accept any public deposits during the year under review. Thereforethe disclosures as required under the Companies Act 2013 and the rules made thereunderand Master Directions are not applicable on the Company.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans guarantees and investments covered under Section 186 of the Companies Act 2013forms part of the Notes to the Financial Statements provided in this Annual Report.
a) STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act 2013 M/s P. D. Dalai& Co. Chartered Accountants (Firm Regn. No.: 102047W) were appointed as theStatutory Auditors of the Company at the Annual General Meeting ("AGM") held on30/09/2019 of the Company for a period of five financial years i.e. (2017-2022).
The report submitted by the Statutory Auditors on the Financial Statements of theCompany forms part of this Annual Report. There have been no qualifications reservationsor adverse
remarks or disclaimer given by the Statutory Auditors in their report other than aqualified opinion which is as follows:
1. Gratuity Liability and Leave Encashment Liability is not provided for in the booksof accounts of the Company and is thus not in accordance with Accounting Standard 15 on"Employee Benefits" issued by the Institute of Chartered Accountants of India
2. According to section no. 27 of The Companies Act 2013 A Company shall not at anytime vary the terms of a contract referred to in the prospectus or objects for which theprospectus was issued except subject to the approval of or except subject to anauthority given by the company in general meeting by way of special resolution. Thecompany has so far not spent the proceeds of IPO on the proposed objects of the IPO.
Comment by the Board of Directors:
1. Company does not have any agreement with employees for any leave encashment andretirement benefits and accordingly gratuity liability and leave encashment liability arerecognised on actual payment basis hence no provision has been made for gratuity andleave encashment liabilities.
2. Due to the Covid Pandemic the Company could not open the proposed centres which ithad already identified. The Company has paid certain advances for purchase of machinerybut the Company has differed the payments to tide over any financial crisis. The companyhas balance in its Current Bank Accounts which it proposes to use after the pandemic andafter reviewing the then market scenario.
b) SECRETARIAL AUDITORS
The Board had appointed Mr. Prakhar Pandey Company Secretary as the SecretarialAuditors of the Company to undertake the Secretarial Audit for the financial year 2020-21in terms of the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014
The Secretarial Auditors have submitted their report in the Form MR-3 which forms partof this Annual Report as "Annexure I" and have reported the followingobservations:-
1. The Company though has maintained a functional website and has a separate section inthe form of "Investor Desk" but after listing various documents as envisagedunder Regulation 46 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 are required to be uploaded on the website ofthe Company but has not been uploaded.
2. There was deviation/ variation in the use of proceeds from the objects stated in theoffer document.
3. As per Regulation 33 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company was required tohold Board Meeting within 45 days of the close of half year ended 30thSeptember 2020 to consider and approve Standalone Unaudited Financial Results of theCompany for the half-year ended 30th September 2020 but was held on 8thJanuary 2021 and further financial statements for the half year ended 30thSeptember 2020 were to be filed within 45 days of the close of half year ended 30thSeptember 2020 but were filed on 8th January 2021. Also as per Regulation 29of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015the intimation to hold board meeting on 8^ January 2021should have been given at least five days in advance (excluding the date of the intimationand date of the meeting) and such intimation shall include the date of such meeting ofboard of directors but was given on 8*1 2 3 4 January 2021 itself.
4. The Company was required to submit the annual report to the stock exchange withintwenty one working days of it being approved and adopted in the annual general meeting butthe Annual General Meeting of the Company for the year ended 31st March 2020(last date to be held on was 31st December 2020) was held on le91March 2021 in
contravention to the provisions of the Companies Act 2013 and accordingly AnnualReport for the year ended 31st March 2020 was filed with the Exchange after16th March 2021.
5. The Company was required to submit Reconciliation of Share Capital Audit Report forthe quarter ended 31st December 2020 within 30 days of end of the quarter withthe Stock Exchange as per Regulation 76 of the Securities and Exchange Board of India(Depositories and Participants) Regulations 2018 but was filed on 3rdFebruary 2021.
6. As per Regulation 13 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company was required tofile with the stock exchange a statement giving the number of investor complaints pendingat the beginning of the quarter those received during the quarter disposed of during thequarter and those remaining unresolved at the end of the quarter for the quarter ended 31stDecember 2020 within 21 days of end of the quarter but was filed on 3rdFebruary 2021.
7. As per Regulation 32 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company was required tosubmit to the stock exchange the following statement(s) on a half yearly basis for publicissue rights issue preferential issue etc. - (a) indicating deviations if any in theuse of proceeds from the objects stated in the offer document or explanatory statement tothe notice for the general meeting as applicable; (b)indicating category wise variation(capital expenditure sales and marketing working capital etc.) between projectedutilization of funds made by it in its offer document or explanatory statement to thenotice for the general meeting as applicable and the actual utilization of funds but thesaid statements have not been filed for the half year ended 30th September2020 and 31st March 2021.
8. Certain Forms envisaged under the Companies Act 2013 have been filed late andthere were instances of non-filing of two forms about which the management has assuredabout the same to be filed soon.
9. There were various instances for actions to be taken against the Company/ itspromoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges(including under the Standard Operating Procedures issued by SEBI through variouscirculars) under the aforesaid Acts/ Regulations and circulars/ guidelines issuedthereunder:-
a. Regulation 33 - September 2020 - Non filing/ Non submission on timely basis. -Fines Imposed
b Regulation 13(3) - December 2020 - Non filing/ Non submission on timely basis -Fines Imposed
c. Regulation 29(2)/(3) - Non intimation for holding Board Meeting for financialresults for the half year ended 30th September 2020. - Fines Imposed
Comment by the Board of Directors:
> The policies and information as per Regulation 46 were being finalized but due tothe ongoing COVID-19 Pandemic and are in the process of finalization and shall be uploadedaccordingly.
> The deviation/ variation in the use of proceeds from the objects stated in theoffer document was primarily due to the ongoing COVID-19 Pandemic and to save the Companyfor any possible financial crisis.
> Since the auditors are based at Mumbai and due to the ongoing pandemic timelycompliances could not be complied with but assure to comply with all the futurecompliances on timely basis.
> All other compliances have been missed out basically due to the effects ofCOVID-19 and once again assure to be a compliant company with respect to all futurecompliances.
c) INTERNAL AUDITORS
The Board had appointed M/s. Nawal Kishore & Co. Chartered Accountants as theInternal Auditors to undertake internal audit of the Company for the financial year2020-21 in terms of the provisions of Section 138 of the Companies Act 2013 and rulesmade thereunder.
17. COST RECORDS
The provisions of the Section 148 of the Companies Act 2013 read with Companies (CostRecords and Audit) Rules 2014 are not applicable on the Company for the period underreview.
18. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure II".
19. CORPORATE GOVERNANCE REPORT
It has always been the Company's endeavor to excel through better Corporate Governanceand fair and transparent practices. The report on Corporate Governance for the financialyear 202021 is appended to this Annual Report.
20. RELATED PARTY TRANSACTIONS
All the transactions carried out with related parties for the year under review were onarm's length basis which were duly approved by the Audit Committee and are in compliancewith the applicable provisions of the Companies Act 2013 and SEBI Listing Regulations.
There are no material significant related party transactions made by the Company withPromoters Directors or Key Managerial Personnel etc. which may have potential conflictwith the interest of the Company at large The Related Party Transactions Policy asapproved by the Board is uploaded on the Company's website. Your Directors draw attentionof the members to Note No. 27 of the Standalone Financial Statement which sets out relatedparty disclosures.
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and the provisions of Section 188 ofthe Companies Act 2013 and Rules made there under are not attracted Thus disclosure inForm AOC-2 in terms of Section 134 of Companies Act 2013 is not required.
21. CODE OF CONDUCT
The Board has approved a Code of Conduct which is applicable to the members of theBoard and all the employees in the course of day to day operations of the Company. TheCode of Conduct has been placed on the website of the Company.
The Code of Conduct lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in workplace in businesspractices and in dealing with stakeholders. All the members of the Board and the SeniorManagement Personnel have confirmed compliance with the Code of Conduct. 22 * * *
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 readwith the rules made thereunder and pursuant to the provisions of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany has
established a Vigil Mechanism to be known as the Vigil Mechanism Policy' for itsDirectors and employees to report instances of unethical behavior and actual or suspectedfraud or violation of the Company's Code of Conduct. The aim of the Vigil Mechanism Policyis to provide adequate safeguards against victimization of the whistle blower who availsthe mechanism and provides direct access to the Chairman of the Audit Committee inappropriate or exceptional cases.
Accordingly the Vigil Mechanism Policy has been formulated with a view to provide amechanism for the Directors and employees of the Company to approach the Ethics Officer orthe Chairman of the Audit Committee of the Company.
The purpose of Vigil Mechanism Policy is to provide a framework in order to promoteresponsible and secure whistle blowing. It protects employees willing to raise a concernabout serious irregularities within the Company.
During the period under review no such complaint of unethical or improper activity hasbeen received by the Company.
23. PREVENTION OF INSIDER TRADING
The Company has adopted an Insider Trading Policy with a view to regulate the tradingin securities by the designated persons of the Company. The Insider Trading Policyrequires preclearance for dealing in the Company's shares and prohibits the purchase orsale of Company shares by the designated persons while in possession of unpublished pricesensitive information in relation to the Company and during the period when the tradingwindow is closed. The Board is responsible for the implementation of the Insider TradingPolicy.
The Insider Trading Policy can be accessed from the website of the Company.
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO
a) CONSERVATION OF ENERGY
(i) Steps taken or impact on conservation of energy - The operations of your Companyare not energy intensive. However adequate measures have been initiated for conservationof energy.
(ii) Steps taken by the Company for utilizing alternate source of energy - though theoperations of the Company are not energy intensive the Company shall explore alternativesource of energy as and when the necessity arises.
(iii) Capital investment on energy conservation equipment - Nil
b) TECHNOLOGY ABSORPTION
(i) Efforts made towards technology absorption - The minimum technology required forthe business has been absorbed
(ii) Benefits derived like product improvement cost reduction product development orimport substitution- Not Applicable
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) -
(a) the details of technology imported: Not Applicable
(b) the year of import: Not Applicable
(c) whether the technology has been fully absorbed: Not Applicable
(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof: Not Applicable
(iv) Expenditure incurred on Research and Development - Not Applicable
c) FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review there were following foreign exchange transactions:
1. Earnings: Nil 2. Outgo: Nil
25. FRAUD REPORTING
There was no fraud reported by the Statutory Auditors of the Company under Section143(12) of the Companies Act 2013 and rules made thereunder to the Board during theperiod under review. 26 * * * * *
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN FUTURE
There have been no significant and material orders passed by the Regulators or Courtsor
Tribunals impacting the going concern status and Company's operations in future.
Further no penalties have been levied by any Regulators during the period underreview.
27. MATERIAL CHANGES AND COMMITMENTS IF ANY
There have been no material changes during the year under review. The overallperformance of the company was steady and satisfactory. Company successfully managed topay all its liabilities in time and managed to carry out all its business and commercialobligations timely and with dignity. Your directors shall continue to put-in all effortsfor a better and bright prospects of the company. The company is considering variouspossibilities for optimizing the present business activities keeping in view theprofitability and stability of business of the company. The company is also pursuing thepossibility into other related activities. There have not been any material changes andcommitments affecting the financial position of the company between the end of thefinancial year of the company and the date of the Boards' report.
28. CORPORATE SOCIAL RESPONSIBILITY
During the period under review the provisions of Section 135 and Schedule VII to theCompanies Act 2013 and rules made thereunder pertaining to Corporate SocialResponsibility ("CSR") is not applicable to the Company.
Therefore the details of expenditures on CSR activities are not furnished by theCompany.
29. RISK MANAGEMENT
The company has adequate Risk management systems for timely identification assessmentand prioritization of risks and its consequent effect in terms of uncertainty onobjectives of the company.
There is proper and constant follow-up through coordinated and economical applicationof resources to minimize monitor and control the probability and/or impact ofunfortunate events and to maximize the realization of opportunities.
Risk management policy is guided by the objective to assure that risk uncertainties donot deflect the endeavor of the operational efforts on each level from the business goals.
30. HUMAN RESOURCE-INITIATIVES
During the period under review your Company has strengthened its Management team andCore Leadership team to steer the Company's business conscientiously and diligently.Efforts have been put in to attract the best talent from the industry to build a strongfoundation.
Your Company provides an employee friendly environment where employees are empoweredand given an opportunity to demonstrate their talent that eventually boost their careergrowth in the Company.
31. LISTING OF SECURITIES
The Equity shares of the Company are listed on Bombay Stock Exchange Limited Mumbai on13th day of January 2020. The listing fee for the Financial Year 2021-22 hasbeen duly paid.
32. STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS
Your Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards and such systems are adequate and operating effectively. 33
33. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the period underreview:
a) The Company has not bought back any of its securities;
b) The Company has not issued any sweat equity shares;
c) The Company has not issued equity shares with differential rights as to dividendvoting or otherwise;
d) The Company is not liable to transfer amount of dividend lying in the unpaiddividend account to Investor Education and Protection Fund (IEPF) pursuant to provisionsof Section 125 of the Companies Act 2013; and
e) There was no revision in the financial statements between the end of the financialyear and the date of this report.
Your Directors would gratefully like to place their appreciation for the assistance andcooperation received from the Company's bankers during the period under review TheDirectors also acknowledge with appreciation the support and co-operation rendered byvarious Government Agencies and Departments. Your Directors would also wish to place onrecord their deep sense of appreciation for the continued support from all the investorsof the Company
|By Order of the Board of directors || |
|For Gian Life Care Limited || |
|Place: Kanpur || |
|Date: 03/09/2021 || |
|Sd/- ||Sd /- |
|Rashika Agarwal ||Arun Kumar Gupta |
|(Director) ||(Managing Director) |
|DIN: 08275078 ||DIN:01331593 |