The Directors of your Company have pleasure in presenting Annual Report together withthe Audited Accounts and Auditors Report for the year ended 31st March2019.
1. Financial Performance:-
The financial performance of the Company for the Year ended 31st March 2019is as summarized below:-
| || |
|Particulars ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Total Revenue ||1538.24 ||905.32 ||2130.65 ||1452.79 |
|Profit before Interest Depreciation & ||504.00 ||468.26 ||572.93 ||572.77 |
|Taxation || || || || |
|Less Interest ||76.69 ||96.04 ||77.76 ||98.21 |
|Profit / (Loss) before Depreciation & ||427.31 ||372.22 ||495.17 ||474.56 |
|Taxation || || || || |
|Less Depreciation ||52.33 ||43.57 ||58.81 ||46.56 |
|Profit / (Loss) before tax ||374.98 ||328.65 ||436.36 ||428.00 |
|Less Provision for Taxation (Incl. Deferred ||105.78 ||85.61 ||122.70 ||109.72 |
|Tax) || || || || |
|Net Profit / (Loss) for the year ||269.20 ||243.04 ||313.66 ||318.28 |
2. Performance Review:-
Your directors report that for the year under review your Company has been able toachieve total revenue of Rs. 1538.24 Lakhs as compared to Rs. 905.32 Lakhs in the previousyear. The total revenue for the year 2018-19 increased by 41.15% and Net Profit hasincreased from Rs. 243.04 Lakhs to Rs. 269.20 Lakhs.
3. Extract of Annual Return:-
The Extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of Companies (Management and Administration) Rules 2014and the same is enclosed as Annexure - I to this Report.
4. Capital Structure:-
During the year under review the Authorized Share Capital of the Company is increasedfrom Rs 3 00 00000 (Rupees Three Crore) divided into 30 00000 (Thirty Lakhs) EquityShares of Rs 10/- each to Rs. 105000000 (Rupees Ten Crore Fifity Lacs divided into10500000 (One Crore Five Lakhs) Equity Shares of Rs.10/- each on 18.04.2018
During the year under review there is change in the Paid up Equity Share Capital ofthe Company. The paid up share capital of the Company is increased from Rs. 22080000(Rupees Two Crore Twenty Lakhs Eighty Thousand) divided into 2208000 (Twenty Two LakhsEight Thousand) Equity Shares of Rs. 10/- each to 101568000 (Rupees Ten Crore FifteenLakhs Sixty Eight Thousand) divided into 10156800 (One Crore One Lakh Fifty SixThousand Eight Hundred) Equity Shares of Rs. 10/- each by allotment of 7948800 Bonusequity shares of Rs. 10 each.
5. Bonus Issue:-
During the year under review the Company issued Bonus shares in the ratio of 36:10with approval of Shareholders on 18.04.2018. The Company has issued 7948800 equityshares as bonus.
Your Directors do not recommend any dividend for the year under review.
The Company has transferred current year's profit of Rs. 269.20 Lakhs to the Reserve& Surplus and the same is in
Compliance with the applicable provisions prescribed under the Companies Act 2013.
8. Board of Directors:-
The Company has following composition of the Board
|Sr. No ||Name of the Directors ||Designation |
|1 ||Dr. Ashish Vishwas Rawandale ||Executive Director-Chairperson |
|2 ||Dr. Preeti Ashish Rawandale ||Non-Executive - Non Independent Director |
|3 ||Mr. Kiran Madhavrao Pawar ||Non-Executive - Independent Director |
|4 ||Mr. Vikramsinh Satish Khatal Patil ||Non-Executive - Independent Director |
Director Retiring by Rotation
Dr. Preeti Ashish Rawandale (DIN: 02021400) Director retire from the Board by rotationand being eligible has offered herself for re-appointment at the ensuing Annual GeneralMeeting.
Formal Annual Evaluation:
The Board has formulated a code of conduct policy for formal annual evaluation purposewhich has been made by the Board of its own performance and that of its committees andindividual directors.
9. Company Secretary and Compliance Officer:- During the Year CS PrakashSogam (Membership No. A42727) appointed as Company Secretary and Compliance Officer of theCompany w.e.f. 16th July 2018.
10. Directors Responsibility Statement:-
Your Directors state that:
a) In the preparation of the annual accounts for the financial year 2018-19 theapplicable accounting standards read with requirements set out under Schedule III of theCompanies Act 2013 have been followed and there are no material departures from thesame;
b) Appropriate accounting policies have been selected and applied consistently and suchjudgments & 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 as at 31st March2019 and of the Profit of the Company for the accounting year ended on that date;
c) Proper & sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing & detecting fraud and otherirregularities; and
d) The annual accounts of the Company have been prepared on a going concern basis.
e) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
f) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
M/s. P.D. Dalal & Co. Chartered Accountants Statutory Auditors of the Companyholds office till the conclusion of the ensuing Annual General Meeting and is eligible forre-appointment. They have confirmed their eligibility to the effect that theirre-appointment if made would be within the prescribed limits under the Companies Act2013 and that they are not disqualified for re-appointment. It has been recommended tore-appoint M/s. P. D. Dalal & Co. Chartered Accountants as Statutory Auditors of theCompany until the conclusion of the 17th Annual General Meeting of the Company.
Accordingly proposal for their re-appointment as Statutory Auditors is being placedbefore the shareholders for approval at the 12th Annual General Meeting.
12. Auditors Report:-
The Notes on Financial statement referred to in the Auditors report are self explanatory and do not call for any further comments. The Auditors Report does not containany qualification reservation or adverse remark.
13. Subsidiary Company:-
The Company has one Subsidiary Company in the name of Tej Vedaant Healthcare PrivateLimited.
14. Secretarial Auditors Report:-
As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorsof the Company has appointed M/s. Bhunwesh Bansal & Associates Practicing CompanySecretary firm (FCS -6526 & COP.No: 9089) as Secretarial Auditor to conductSecretarial audit of the Company for the financial year ended on March 31 2019.Secretarial Audit Report issued by M/s. Bhunwesh Bansal & Associate PracticingCompany Secretary firm in form MR-3 is enclosed as Annexure - II to this AnnualReport.
15. Tax Provisions:-
The Company has made adequate provisions as required under the provisions of Income TaxAct 1961 as well as other relevant laws governing taxation on the company.
16. Fixed Deposits:-
The Company has not accepted any deposits from the public in terms of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
17. Conservation of energy technology absorption and foreign exchange earnings andoutgo:-
The particular as prescribed under sub-Section (3)(m) of section 134 of the CompaniesAct 2013 read with Rule 8(3) the Companies (Accounts) Rules 2014
(i) Part A and B of the Rules pertaining to conservation of energy and technologyabsorption are not applicable to the Company.
(ii) Foreign Exchange Earnings and Outgo:
|Foreign Exchange Earned ||- Rs. Nil |
|Foreign Exchange Used ||- Rs. Nil |
18. Corporate Social Responsibility:-
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.
19. Disclosure under the Sexual harassment Of Women:-
Your Company is committed to provide and promote safe and healthy environment to allits employees without any discrimination. During the year under review there was no casefilled pursuant to Sexual Harassment of women at workplace (Prevention Prohibition andRedressal) Act 2013.
20. Change in Nature of Business if Any:-
There is no change in the nature of business of the Company during the year underreview.
21. Particulars of Employees:-
None of the employee has received remuneration exceeding the limit as stated in Rules5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
22. Number of Meetings of the Board of Directors:-
During the year ended March 31 2019 Eight (8) Board Meetings were held. The dates onwhich the Board meetings were held are 18-04-2018 30-04-2018 17-05-2018 25-06-201808-08-2018 03-09-2018 14-11-2017 and 13-03-2019.
23. Statement on Declaration Given By Independent Directors Under Sub-Section (6) OfSection 149:-
The independent directors have submitted the declaration of independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-Section(6).
24. Particulars of Loan Guarantees And Investments By Company:-
During the financial year ended March 31 2019 no loan guarantee and investment underSection 186 of the Companies Act 2013 was made by the Company.
25. Related Party Transactions:-
During the year under review besides the transactions reported in Notes to Accountsforming part of the Annual Report. There were no other related party transactions with itspromoters directors directors and management that had a potential conflict of interestof the Company at large.
26. Significant And Material Orders Passed By The Regulators or Court:-
There are no Significant and Material orders passed by the regulators or Courts thatwould impact the going concern status of the Company and its future operations.
27. Audit Committee:-
In accordance with the provisions of Section 177 of the Companies Act 2013 the Companyhas constituted an Audit Committee comprising of the following Directors viz. Mr.Vikramsingh Satish Khatal Patil (Chairman) Mr. Kiran Madhavrao Pawar and Dr. AshishVishwas Rawandale. Audit Committee acts in accordance with the terms of referencespecified from time to time by the Board.
There is no such incidence where Board has not accepted the recommendation of the AuditCommittee during the year under review.
During the year 2018-19 Four (4) Audit Committee meetings were held on 17-05-201803-09-2018 14-11-2018 & 13-02-2019.
28. Nomination and Remuneration Committee:-
In accordance with the provisions of Section 178(1) of the Companies Act 2013 theCompany has constituted a Nomination and Remuneration Committee comprising of thefollowing Directors viz. Mr. Kiran Madhavrao Pawar (Chairman) Mr. Vikramsingh SatishKhatal Patil and Dr. Preeti Ashish Rawandale. Nomination and Remuneration Committee actsin accordance with the terms of reference specified from time to time by the Board.
During the year 2018-19 One (1) Nomination and Remuneration Committee was held on08.08.2018.
29. Stakeholders Relationship Committee:-
In accordance with the provisions of Section 178(5) of the Companies Act 2013 theCompany has constituted a Stakeholders Relationship Committee comprising of the followingDirectors viz. Mr. Kiran Madhavrao Pawar (Chairman) Mr. Vikramsingh Satish Khatal Patiland Dr. Preeti Ashish Rawandale. Stakeholders Relationship Committee acts in accordancewith the terms of reference specified from time to time by the Board.
During the year 2018-19 One (1) Nomination and Remuneration Committee was held on06.07.2018
30. Details in Respect of Adequacy of Internal Financial Controls with Reference to theFinancial Statement:-
Internal Control Systems has been designed to provide reasonable assurance that assetsare safeguarded transactions are executed in accordances with managementsauthorization and properly recorded and accounting records are adequate for preparation offinancial statements and other financial information. Internal check is conducted on aperiodical basis to ascertain the adequacy and effectiveness of internal control systems.
Further the testing of such controls shall also be carried out independently by theStatutory Auditors as mandated under the provisions of the Companies Act 2013.
In the opinion of the Board the existing internal control framework is adequate andcommensurate to the size and nature of the business of the Company.
31. Risk Management Policy:-
The Company has established a well-defined process of risk management wherein theidentification analysis and assessment of the various risks measuring of the probableimpact of such risks formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely all efforts are made to minimize the impact ofsuch risks on the operations of the Company. The Company on various activities also putsnecessary internal control systems in place across the board to ensure that businessoperations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources.
32. Nomination And Remuneration policy of Directors Key Managerial Personnel And otherEmployees:-
In adherence of Section 178(1) of the Companies Act 2013 the Board of Directors ofthe Company in its Meetings approved a policy on directors appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided u/s 178(3) based on therecommendations of the Nomination and Remuneration Committee. The broad parameters coveredunder the Policy are Company Philosophy Guiding Principles Nomination ofDirectors Remuneration of Directors Nomination and Remuneration of the Key ManagerialPersonnel (other than Managing/ Whole-time Directors) Key-Executives and SeniorManagement and the Remuneration of Other Employees.
33. Managements Discussion and Analysis Report:-
A detailed review of the operations performance and future outlook of the Company andits businesses is given in the Managements Discussion and Analysis Report i.e AnnexureIII which forms part of this Report.
34. Corporate Governance:-
We adhere to the principle of Corporate Governance mandated by the Securities andExchange Board of India (SEBI) and have implemented all the prescribed stipulations. Asrequired by Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a detailed report on Corporate Governance forms part of this Report.The Auditors Certificate on compliance with Corporate Governance requirements by theCompany is enclosed in Annexure IV which forms part of this report.
The Board wishes to place on record its sincere appreciation for the assistance andco-operation received from Bankers Government Departments and other Business Associatesfor their continued support towards the conduct of operations of the Company efficiently.
The Directors express their gratitude to the shareholders for their continuingconfidence in the Company. The Directors also acknowledge the hard work and persuasiveefforts put in by the employees of the Company in carrying forward Companys visionand mission.
| ||On behalf of the Board of Directors |
| ||For Tejnaksh Healthcare Limited |
| ||Sd/- |
| ||Dr. Ashish Vishwas Rawandale |
| ||Chairman |
|Place: Mumbai || |
|Date: 28th May 2019 || |