SONI MEDICARE LIMITED
Your Directors have pleasure in presenting the 31st Annual Report of yourCompany together with the Audited Statement of Accounts and the Auditors' Report of yourcompany for the financial year ended 31st March 2019.
1. Financial Results:
The Company's financial performance for the year ended March 31st 2019 issummarized below:
| || ||(Rs. in Hundred) |
|Particulars || ||(Rs.) |
| ||2018-19 ||2017-18 |
|Revenue from Operation including other income ||1490990.97 ||1346380.27 |
|Expenses excluding Depreciation ||1475394.42 ||1273852.74 |
|Depreciation and Amortization ||75702.56 ||74017.50 |
|Profit/(loss) before exceptional items and tax ||(60106.01) ||(1489.97) |
|Exceptional Items (Provision for gratuity) ||0.00 ||40320.00 |
|Profit (loss) before Tax ||(60106.01) ||(41809.97) |
|Current Tax ||0.00 ||1920.00 |
|Deferred Tax Adjustment ||6861.60 ||(75099.21) |
|Profit (loss) After Tax ||(66967.61) ||31369.24 |
|Share capital ||42649000 ||42649000 |
|Reserve & Surplus Profit/(Loss) ||214808.10 ||281794.98 |
|Total borrowings ||469388.40 ||362004.06 |
|Earnings per share (Rs.) ||(1.57) ||0.74 |
NOTES : The above figures are extracted from the standalone and consolidatedfinancial statements prepared in compliance with the Indian Accounting Standards (Ind AS)and comply with all aspects of the Indian Accounting Standards (Ind AS) notified underSection 133 of the Companies Act 2013 (the Act) [Companies (Indian Accounting Standards)Rules 2015 (amended) ] and other relevant provisions of the Act.
2. REVIEW OF BUSINESS OPERATIONS:
The Company has generated Rs. 149099097 revenue in the current financial year ascompared to previous year's revenues of Rs. 134638027 and loss of Rs. 6696761 in thecurrent year as compared to profit of Rs. 3136924 in the previous financial year.
3. STATE OF COMPANY'S AFFAIRS:
Information on Companies operations is given in the Management Discussion &Analysis Report forming part of this Report.
With the view to conserve the resources of company the directors are not recommendingany dividend for the financial year 2018-19.
4. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETO THE FINANCIAL STATEMENTS.
The Company has proper place and adequate internal control systems commensurate withthe nature of its business and size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting timely feedback on achievement of operational and strategic goalscompliance with policies procedure applicable laws and regulations and all assets andresources are acquired economically used efficiently and adequately protected.
5. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE ENDOF THE FINANCIAL YEAR AND DATE OF REPORT:
There are no material changes after the balance sheet date which may materially affectthe financial position of the company or having any material impact on the operations ofthe Company.
6. CHANGES IN NATURE OF BUSINESS:
There is no change in the nature of business in comparison to immediately precedingyear.
7. CHANGES IN SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company has No subsidiaries joint ventures or associates during the year andtherefore no details are required to be given.
8 . CONSOLIDATED FINANCIAL STATEMENTS:
The Company has No Subsidiary Associate or Joint Venture and therefore question ofconsolidated financial statement do not arise.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
10. SHARE CAPITAL:
The Company has 4264900 Equity Shares of Rs. 10 each amounting to Rs. 42649000 duringthe year under review; the Company has not issued any shares or any convertibleinstruments.
The Company has only one class of Equity Share having a par value of Rs. 10/-eachholder of share is entitled to one vote per share with same rights.
During the Year 2018-19 the company has not made any issue of equity shares withdifferential voting rights Sweat Equity Shares and employee stock option.
11. TRANSFER TO RESERVES:
The Company proposes to transfer no amount to the general reserve.
12. EXTRACT OF THE ANNUAL RETURN:
The Extract of the Annual Return in Form No. MGT- 9 has been included.
13. BOARD EVALUATION:
The performance evaluation of the individual Directors including chairman of Board wasdone in accordance with the provision of the Company Act 2013.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
APPOINTMENT OF DIRECTORS RETIRING BY ROTATION:
As per section 152 of the Companies Act 2013 Mrs. Anju Soni would retire by rotationat the forthcoming Annual General Meeting and are eligible for reappointment Mrs. AnjuSoni has offered her for re-appointment.
The Board of Directors of the Company consists of 5 (Five) Directors 3 (Three) are NonExecutive - Independent Directors and 2 (Two) are Executive Director.
All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 which were placed at the Board meeting held on 01/04/2019
COMPOSITION OF BOARD OF DIRECTOR:
The Board of the Company as on March 31 2019 consist of 5 directors out of which 3 arenon executive Independent directors one is Managing Director.
COMPOSITION OF KEY MANAGERIAL PERSONNEL (Other Than Board of Directors):
Company has one Chief Financial Officer named Sonam Chandak & one Company Secretarynamed Pooja Sharma.
15. 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. CONSERVATION OF ENERGY:
The information required under the provisions of section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 relating to theconservation of energy and technology absorption is not applicable as the Company is notcarrying out any manufacturing operation.
B. FOREIGN EXCHANGE EARNINGS AND OUTGO:
|Particulars ||As on 31.03.2019 ||As on 31.03.2018 |
|a) Earnings in foreign exchange ||Nil ||Nil |
|b) Expenditure / outgo in foreign ||Nil ||Nil |
|exchange (Travelling) || || |
16. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors during the year 2018-19 met five times on:
|S.NO. ||DATE OF BOARD MEETING ||BOARD'S STRENGTH ||NO.OFDIRECTORSPRESENT |
|1. ||28.05.2018 ||5 ||5 |
|2. ||14.08.2018 ||5 ||5 |
|3. ||03.09.2018 ||5 ||5 |
|4. ||13.11.2018 ||5 ||5 |
|5. ||14.02.2019 ||5 ||5 |
17. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The Company has put in place Vigil Mechanism for Directors and Employees of theCompany.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR):
As the Company does not fall under the Class of Companies as prescribed under Section135 of Companies Act 2013 and Rules made there under therefore the provisions related toCorporate Social Responsibility is not applicable to the Company.
Therefore Company is not liable to contribute towards Corporate Social Responsibility.
19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Particulars of Loan given Investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in standalone financial statement.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 includingcertain arms length transactions under the proviso thereto have been disclosed in Form No.AOC -2 annexed.
21. MANAGERIAL REMUNERATION:
None of the employees of the company was in receipt of the remunerationexceeding the Appointment and Remuneration of Managerial Personnel of the Companies Act2013 limits prescribed u/s 197 (12) read with rule 5 sub-rule 2 of The Companies duringthe year under review.
The Company does not have any material information to report in accordance toRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
22. AUDITORS AND AUDIT REPORT
a. STATUTORY AUDITORS:
In accordance with Sec 139 of the Companies Act 2013 M/s A. Natani & Co.Chartered Accountants (Firm Registration No. 007347C) were appointed by theshareholders of the company at the Annual General Meeting held on September 26. 2017 fora period of 5 years to hold office from the conclusion of 29th Annual GeneralMeeting till the conclusion of the 34th Annual General Meeting of the Companyto be held in calendar year 2022.
The Ministry of Corporate Affairs vide its Notification dated May 7 2018 hasdispensed with the requirement of ratification of Auditor's appointment by theshareholders every year. Hence approval of the members for the ratification of auditor'sappointment is not being sought at the ensuing Annual General Meeting.
b. AUDITORS REPORT:
There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation undersection 134(3)(f) of the Companies Act 2013 from the Directors. Further the notes toaccounts referred to in the Auditors Report are self-explanatory.
c. SECRETARIAL AUDITOR
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 with theapproval of its Board appointed M/s. MKGP & Associates. a firm of CompanySecretaries in Practice to undertake the Secretarial Audit of the Company for thefinancial year ended March 31 2020. The Secretarial Audit Report is annexed herewith asAnnexure A. There are no qualifications reservation or adverse remark or disclaimer madeby the auditor in the report save and except disclaimer made by them in discharge of theirprofessional obligation.
d. INTERNAL AUDITORS
The Board has appointed Mr. DEEPAK KUMAR KEDAWAT as Internal Auditors for aperiod of one year ended March 31st 2020 under Section 138 of the CompaniesAct 2013 and he has completed the internal audit as per the scope defined by the AuditCommittee.
24. RISK MANAGEMENT POLICY:
The Company has its Risk Management Policy to identify and deal with the risks andthreats that could impact the organization. Risk Management Policy is available forinspection at the Registered Office of the Company during business hours on any workingday
25. DIRECTOR'S RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) Director had selected such accounting policies and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company at the end of the financial yearand of the profit and loss of the company for that period;
(c) Director had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The annual accounts have been prepared on a going concern basis.
(e) That internal financial controls were laid down to be followed and that suchinternal financial controls were adequate and were operating effectively.
(f) That proper system were devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
26. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Corporate Governance and Management Discussion & Analysis Report which forms apart of this Report are set out separately together with the Certificate from theAuditors of the Company regarding compliance with the requirements of Corporate Governanceas stipulated in SEBI (LODR) Regulations 2015.
27. 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 orTribunals impacting the going concern status and company's operation in future.
28. NUMBER OF CASES FILED (IF ANY) AND THEIR DISPOSAL U/S 22 OF THE SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has zero tolerance towards any action on the part of any of its officialwhich may fall under the ambit of Sexual Harassment' at workplace and is fullycommitted to uphold and maintain the dignity of every women employee of the Company. TheCompany's Sexual Harassment Policy provides for protection against sexual harassment ofWomen at workplace and for Prevention and redressal of such complaints. During thefinancial year no case of Sexual Harassment were reported.
Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company
| ||By order of the Board |
| ||For Soni Medicare Limited |
| ||L51397RJ1988PLC004569 |
|Date: 02nd September 2019 || |
|Place: Jaipur ||Sd/- |
| ||Bimal Roy Soni |
| ||Chairman cum Managing Director |
| ||DIN: 00716246 |