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Tejnaksh Healthcare Ltd.

BSE: 539428 Sector: Health care
NSE: N.A. ISIN Code: INE030T01019
BSE 00:00 | 02 Dec 119.70 -1.05
(-0.87%)
OPEN

123.35

HIGH

123.35

LOW

117.60

NSE 05:30 | 01 Jan Tejnaksh Healthcare Ltd
OPEN 123.35
PREVIOUS CLOSE 120.75
VOLUME 777
52-Week high 194.00
52-Week low 107.35
P/E 55.67
Mkt Cap.(Rs cr) 122
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 123.35
CLOSE 120.75
VOLUME 777
52-Week high 194.00
52-Week low 107.35
P/E 55.67
Mkt Cap.(Rs cr) 122
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tejnaksh Healthcare Ltd. (TEJNAKSHHEALTH) - Director Report

Company director report

Dear Members

The Directors of your Company have pleasure in presenting Annual Report together withthe Audited Accounts and Auditors' Report for the year ended 31st March 2021.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March 2021is as summarized below:-

Standalone

Consolidated

Particulars 2020-21 2019-20 2020-21 2019-20
Total Revenue 871.15 1198.15 1209.86 1745.76
Profit before Interest Depreciation & Taxation 373.83 404.17 385.07 438.09
Less Interest 53.63 79.52 50.21 76.10
Profit / (Loss) before Depreciation & Taxation 320.20 324.65 334.86 361.99
Less Depreciation 61.19 58.59 68.05 65.44
Profit / (Loss) before tax 259.01 266.06 266.80 296.55
Less Provision for Taxation (Incl. Deferred Tax) 58.59 73.71 59.88 81.99
Net Profit / (Loss) for the year 200.42 192.35 209.92 214.56

2. Performance Review:-

Your directors report that for the year under review your Company has been able toachieve total revenue of Rs. 871.15 Lakhs as compared to Rs. 1198.15 Lakhs in the previousyear. The total revenue for the year 2020-21 decreased by 27.29% and Net Profit hasincreased from Rs. 192.35 Lakhs to Rs. 200.42 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 there is no change in the Authorized Share Capital of theCompany. The Authorised Share Capital of the Company is Rs. 105000000 (Rupees Ten CroreFifity Lacs) divided into 10500000 (One Crore Five Lakhs) Equity Shares of Rs.10/-each.

During the year under review there is no change in the Paid up Equity Share Capital ofthe Company. The paid up share capital of the Company is 101568000 (Rupees Ten CroreFifteen Lakhs Sixty Eight Thousand) divided into 10156800 (One Crore One Lakh Fifty SixThousand Eight Hundred) Equity Shares of Rs. 10/- each.

5. Bonus Issue:-

During the year under review the Company has not issued any Bonus shares.

6. Dividend:-

Your Directors do not recommend any dividend for the year under review.

7. Reserve:-

The Company has transferred current year's profit of Rs. 200.42 Lakhs to the Reserve& Surplus and the same is in Compliance with the applicable provisions prescribedunder 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
5 Mr. Sanjay Bhikajirao Khatal Non-Executive - Non Independent Director
6* Mr. Pratap Tarachand Patil Non-Executive - Independent Director
7# Mr. Suhas Thorat Non-Executive - Independent Director

* Mr. Pratap Tarachand Patil resigned from the Company on 09.06.2021

# Mr. Suhas Thorat appointed Additional Director of the Company w.e.f. 14.08.2021

Director Retiring by Rotation

Mr. Sanjay Bhikajirao Khatal (DIN: 06616883) Director retire from the Board byrotation and being eligible has offered himself for re-appointment at the ensuing AnnualGeneral Meeting.

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:- There is no change in CompanySecretary and Compliance officer during the Year. CS Prakash Sogam (Membership No. A42727)is a Company Secretary and Compliance Officer of the Company since 16th July2018.

10. Directors' Responsibility Statement:-

Your Directors state that:

a) In the preparation of the annual accounts for the financial year 2020-21 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 March2021 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.

11. Auditors:-

At 12th Annual General Meeting held on 30th September 2019 themembers approved appointment of M/s. P.D. Dalal & Co. Chartered Accountants as aStatutory Auditors of the Company to holds office till the conclusion of the 17thAnnual General Meeting of the Company subject to ratification of their appointment byMembers at every AGM if so required under the Act. The requirement to place the matterrelating to appointment of auditors for ratification by Members at every AGM has been doneaway by the Companies (Amendment) Act 2017 with effect From May 7 2018. Accordingly noresolution is being proposed for ratification of appointment of statutory auditors at the14th Annual General Meeting.

The observations and comments given in the Auditors Report read together with the notesto the accounts are self-explanatory and hence do not call for any further information andexplanation under section 134(3) of the Companies Act 2013.

12. Auditors' Report:-

The Notes on Financial statement referred to in the Auditors report are selfexplanatory 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 2021.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:-

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) 2014 has been appended as Annexure to this Report.The information as required under Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 will be provided upon request by anymember of the Company. In terms of Section 136 (1) of the Companies Act 2013 the Reportand the Accounts are being sent to the members excluding the said Annexure. Any memberinterested in obtaining copy of the same may write to the Company Secretary at theRegistered Office of the Company.

22. Number of Meetings of the Board of Directors:-

During the year ended March 31 2021 Five (5) Board Meetings were held. The dates onwhich the Board meetings were held are 30.06.2020 13.07.2020 15.09.2020 13.11.2020 and13.02.2021.

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 2021 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 Dr. Ashish VishwasRawandale and Mr. Pratap Tarachand Patil*. Audit Committee acts in accordance with theterms of reference specified from time to time by the Board. * Mr. Pratap Tarachand Patilappointed on 13.02.2021 and resigned from the committee on 09.06.2021 There is no suchincidence where Board has not accepted the recommendation of the Audit Committee duringthe year under review.

During the year 2020-21 Four (4) Audit Committee meetings were held on 13.07.202015.09.2020 13.11.2020 and 13.02.2021.

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 Dr. Preeti Ashish Rawandale and Mr. Pratap Tarachand Patil*.

* Mr. Pratap Tarachand Patil appointed on 13.02.2021 and resigned from the committee on09.06.2021

Nomination and Remuneration Committee acts in accordance with the terms of referencespecified from time to time by the Board.

During the year 2020-21 Four (4) Nomination and Remuneration Committee was held on13.07.2020 15.09.2020 13.11.2020 and 13.02.2021.

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 PatilDr. Preeti Ashish Rawandale and Mr. Pratap Tarachand Patil*. Stakeholders RelationshipCommittee acts in accordance with the terms of reference specified from time to time bythe Board.

* Mr. Pratap Tarachand Patil appointed on 13.02.2021 and resigned from the committee on09.06.2021

During the year 2020-21 Four (4) Nomination and Remuneration Committee was held on13.07.2020 15.09.2020 13.11.2020 and 13.02.2021.

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 accordance's with management's authorizationand properly recorded and accounting records are adequate for preparation of financialstatements and other financial information. Internal check is conducted on a periodicalbasis 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 and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters provided u/s 178(3) based on the recommendations of theNomination and Remuneration Committee. The broad parameters covered under the Policy areCompany Philosophy Guiding Principles Nomination of Directors Remuneration ofDirectors Nomination and Remuneration of the Key Managerial Personnel (other thanmanaging/ Whole-time Directors) Key-Executives and Senior Management and the Remunerationof Other Employees.

33. Management's Discussion and Analysis Report:-

A detailed review of the operations performance and future outlook of the Company andits businesses is given in the Management's 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 the

Company is enclosed in Annexure IV which forms part of this report.

35. Acknowledgement:-

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 Company's vision andmission.

On behalf of the Board of Directors
For Tejnaksh Healthcare Limited
Sd/-
Dr. Ashish Vishwas Rawandale
Chairman
Place: Mumbai
Date: 29.06.2021

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