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Vaidya Sane Ayurved Laboratories Ltd.

BSE: 535434 Sector: Health care
NSE: MADHAVBAUG ISIN Code: INE0JR301013
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Vaidya Sane Ayurved Laboratories Ltd. (MADHAVBAUG) - Director Report

Company director report

To

The Members

Vaidya Sane Ayurved Laboratories Limited

(formerly known as Vaidya Sane Ayurved Laboratories Private Limited)

Your Directors have pleasure in presenting the 23rd Board Report of theCompany with the Audited Financial Statements for the year ended 31st March2022.

Financial Summary:

The Company's financial summary for the year under review along with previous yearfigures is given hereunder:

(INR in Lakhs)

Particulars 2021-22 2020-21
Total Income 7504.93 5237.73
Profit/(Loss)Before Interest and depreciation 7251.34 4360.21
Interest 228.57 244.73
Depreciation 2755.46 1787.25
Profit/(Loss)Before Tax 474.89 45.48
Less: Current Tax 119.14 61.76
Less: Deferred Tax Adjustment 8.85 -55.48
Profit/(Loss)After Tax 346.89 39.20

Dividend:

The Board of Directors of the Company have not recommended any dividend for the FY2021-22. Accordingly there has been no transfer to general reserves and the Company wouldlike to retain its profit this year to strengthen its business.

Performance Review:

The Company's revenue for 2021-22 was Rs. 7471.05 Lakhs as compared with rs. 5227.48Lakhs during the previous year. The year has resulted in a net profit after tax of '346.89 Lakhs compared with Rs 39.20 Lakhs during the last year.

Transfer to Reserves:

The Board of Directors has transferred net profit of the year Rs. 346.89 Lacs toGeneral Reserve maintained by the Company. State of Affairs and Future Outlook:

Madhavbaug has aligned its strategic design of business with Global targets of WorldHealth Organisation for Prevention and Control of Non Communicable Diseases. Madhavbaug'sMission 2025 is commitment of reducing mortality due to noncommunicable diseases (NCDs)like cardiovascular diseases (CVDs) and diabetes by 25% by 2025.

CVDs account for 31% of global deaths: this amounts to 17.5 million people losing theirlives every year. Over 75% of CVD deaths take place in low and middle-income countrieswhich carry heavy socio-economic burdens associated with CVD. India is a developingcountry with about 68.84% population living in rural region with limited access tohealthcare resources.

Therefore to reduce the global burden of NCDs and achieve the World Heart Federationstarget of "25by25” (25% reduction in NCDs by 2025) Madhavbaug has aligned tothe objectives of WHO and World Heart Federation to address the risk of CVDs in all strataof society.

In addition to above Driven by growing market opportunities along with the organicgrowth Madhavbaug strives to meet inorganic growth strategies and increasing theinternational presence.

Changes In Share Capital:

i. Increase in Authorised Share capital:

During the reporting period Authorised share capital of the Company was increased from' 550000(divided into 55000 Equity Shares of rs. 10 Each) to Rs. 150000000(divided into 15000000 Equity Shares of Rs. 10 Each).

ii. Bonus Shares:

During the period under review Company has issued 6930000 Equity Shares throughBonus Shares to existing shareholders in the ratio of 154:1 thereby increasing paid upcapital of the Company to Rs. 69750000/- {Rupees Six Crore Ninety-Seven Lakhs FiftyThousand}

iii. Rights Issue:

During the period under review Company has issued 767250 Equity Shares throughRights Issue to existing shareholders thereby increasing paid up capital of the Companyto Rs. 77422500/- {Rupees Seven Crore Seventy Four Lakhs Twenty Two Thousand FiveHundred}

Listing:

During the year under review the Company has successfully launched its SME-IPO(Initial Public Offering) The Public issue consisted of 2771200 Equity Shares for cashat a price of ' 73.00 per Equity Shares (including a premium of Rs. 63/- per EquityShares) aggregating to Rs. 2022.98 Lakhs. The company received overwhelming response forsaid IPO issue got over subscribed and said shares got listed on NSE-Emerge platform on 23rdFebruary 2022. Subsequent to completion of IPO The paid up share capital of the Companyincreased to Rs. 105134500/- (Rupees Ten Crore Fifty One Lakhs Thirty Four ThousandFive Hundred only)

Management Discussion And Analysis:

A detailed report on Management Discussion and Analysis (MDA) Report is included inthis Report as Annexure-1

Statement Of Utilisation Of Funds Raised Through IPO Under Regulation 32 (1) Of TheSEBI (Listing Obligations And Disclosure Requirements) Regulations 2015:

During the year under review the Company has come up with Initial Public offer of2771200 Equity Shares for cash at a price of ' 73.00 per Equity Shares (including apremium of Rs. 63/- per Equity Shares) aggregating to Rs. 2022.98 Lakhs.

Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company hereby states that:

There was no deviation(s) or variation(s) in the utilization of public issue proceedsfrom the objects as stated in the prospectus dated 25th January 2022.

Annual Return:

The details forming part of Annual Return as required under Section 92 of the CompaniesAct 2013 will be made available at the website of the Company at http://www.madhavbauq.org

Board Meetings:

Dates for Board Meetings are well decided in advance and communicated to the Board andthe intervening gap between the meetings was within the period prescribed under theCompanies Act 2013 and the Listing Agreement. The information as required underRegulation 17(7) read with Schedule II Part A of the LODR is made available to the Board.The agenda and explanatory notes are sent to the Board in advance. The Board periodicallyreviews compliance reports of all laws applicable to the Company.

During the year 17 (Seventeen) Board Meetings were held on following dates:

Sr. Date of Board Meeting No No of Directors eligible to attend Meeting No of Directors attended Meetings
1 15.04.2021 2 2
2 10.05.2021 2 2
3 18.06.2021 2 2
4 09.07.2021 2 2
5 02.08.2021 2 2
6 01.09.2021 2 2
7 09.09.2021 5 3
8 21.09.2021 4 3
9 01.10.2021 4 3
10 01.10.2021 4 3
11 05.10.2021 4 3
12 09.10.2021 4 3
13 23.10.2021 4 3
14 26.10.2021 3 3
15 30.11.2021 5 3
16 08.12.2021 5 3
17 18.02.2022 5 5

Composition of Audit Committee:

Your Company has formed an Audit Committee as per the Companies Act 2013 andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. All members of the Audit Committee possess strong knowledge ofaccounting and financial management.

During the year 01 (One) meeting of an Audit committee was held during the year ended31st March 2022 i.e. on 18.02.2022.

The primary objective of the Audit Committee is to monitor and provide an effectivesupervision of the Management's financial reporting process to ensure accurate and timelydisclosures with the highest levels of transparency integrity and quality of financialreporting. The Committee oversees the work carried out in the financial reporting processby the Management the statutory auditor and notes the processes and safeguards employedby each of them.

Further the Audit Committee is also functional as per the provision of Section 177 ofCompanies Act 2013 and Rules made thereunder and as per Regulation 18 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

Composition of Nomination & Remuneration Committee:

Your Company has formed a Nomination & Remuneration Committee to lay down norms fordetermination of remuneration of the executive as well as non-executive directors andexecutives at all levels of the Company. The Nomination & Remuneration committee hasbeen assigned to approve and settle the remuneration package with optimum blending ofmonetary and nonmonetary outlay.

During the year 01 (One) meeting of Nomination & Remuneration committee was heldduring the year ended 31st March 2022i.e. on 18.02.2022.

Composition of Stakeholders Relationship Committee:

The terms of reference are in line with Section 178 of the Companies Act 2013 andRegulation 20 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

During the year 01 (One) meeting of a Stakeholders Relationship Committee was heldduring the year ended 31st March 2022 i.e. on 18.02.2022.

Following are the details and attendance of Directors during the Board Meetings as wellas its Committee:

Sr. Name of Director No

Attendance of Meetings of

Board of Directors Audit Committee Nomination & Remuneration Committee Stakeholders Relationship Committee Independent Director
1. Rohit Madhav Sane 17 NA NA 1 NA
2. Vidyut Bipin Ghag 11 NA NA 1 NA
3. Ratnakar Rai 11 1 1 1 1
4. Mahesh Kshirsagar 1 1 1 1 1
5. Sushrut Dambal 1 1 1 1 1

Related Party Transactions:

All contracts/ arrangements/ transactions entered by the Company during the FY 2021-22with related parties were on an arm's length basis and in the ordinary course of business.Brief of Related Party Transaction's pursuant to Section 134(3)(h) of the Act read withRule 8(2) of the Companies (Accounts) Rules 2014 are attached in Form AOC-2 as Annexure-2.

Corporate Governance:

Your company being responsible corporate citizen provides utmost importance to bestCorporate Governance practices and always works in the best interest of its stakeholders.Your company has incorporated the appropriate standards for corporate governance. Pursuantto Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 The Company is not obligated to comply with provisions of certainregulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Risk Management:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified are systematically addressedthrough mitigating actions on a continuing basis. These are discussed at the Meetings ofthe Audit Committee and the Board of Director of the Company.

Directors and Key Managerial Personnel:

In accordance with the Provisions of Section 152 & 203 of the Companies Act 2013and in terms of the Articles of Association of the Company Following changes incomposition of Board of Director during the Financial Year:

S r . Name of Director/KMP No. Designation (Appointment/ Cessation/ Change in Designation) Date of Appointment/ Cessation/Change in Designation
1. Dr. Rohit Sane Managing Director(Reappointment) 15.04.2021
2. Mr. Pranit Ponkshe Company Secretary (Appointment) 10.05.2021
3. Mr. Ratnakar Rai Additional Director (Appointment) 01.09.2021
4. Dr. Vidyut Ghag Additional Director (Appointment) 01.09.2021
5. Mr. Yogesh Khakre Additional Director (Appointment) 01.09.2021
6. Mr. Darshan Shah Chief Financial Officer (Appointment) 01.09.2021
7. Mr. Ratnakar Rai Independent Director (Change in Designation) 13.09.2021
8. Dr. Vidyut Ghag Whole Time Director (Change in Designation) 13.09.2021
9. Mr. Yogesh Khakre Additional Director (Cessation) 13.09.2021
10. Mr. Pranit Ponkshe Company Secretary (Cessation) 28.09.2021
11. Mr. Shriram Bal Director (Cessation) 23.10.2021
12. Dr. Rohit Sane Managing Director & CEO (Appointment as CEO) 01.11.2021
13. Dr. Mahesh Kshirsagar Additional Director (Appointment) 01.11.2021
14. Dr. Sushrut Dambal Additional Director (Appointment) 01.11.2021
15. Mr. Abhishek Deshpande Company Secretary (Appointment) 02.11.2021
16. Dr. Mahesh Kshirsagar Independent Director (Change in Designation) 19.11.2021
17. Dr. Sushrut Dambal Independent Director (Change in Designation) 19.11.2021

Statement on Declaration Given by Independent Directors:

All Independent Directors have given declarations that they comply the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and as per SEBI(LODR) Regulations 2015.

Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Nomination and Remuneration Committee hascarried out an Annual Performance Evaluation of the Board and of the Individual Directorshas been made.

During the year the Evaluation cycle was completed by the Company internally whichincluded the evaluation of the Board as a whole Board Committees and Directors. TheEvaluation process focused on various aspects of the Board and Committees functioning suchas composition of the Board and Committees experience performance of duties andgovernance issues etc. Separate exercise was carried out to evaluate the performance ofindividual Directors on parameters such as contribution independent judgment and guidanceand support provided to the Management.

The results of the evaluation were shared with the Board Chairman of respectiveCommittees and individual Directors. Remuneration Policy:

The Board of Directors on there commendation of the Nomination & RemunerationCommittee has framed a Policy for Directors Key Managerial Personnel and other SeniorManagerial Personnel of the Company in accordance with the requirements of the provisionsof Section 178 of the Companies Act 2013 and Listing Regulations. The website link forthe policy is - https://madhavbauq.orq/wp-content/uploads/2022/04/Nomination-and-Remuneration-Policv.pdf

Auditors:

Statutory Auditor:

The Company's Statutory Auditor M/s A. A. Mohare & Co Chartered AccountantsDombivali (Firm Registration No. 114152W) was appointed in the Annual General Meeting heldon 13th September 2021 for a term of 5 years to hold office till the conclusionof AGM of the Company to be held in the year 2026.

Pursuant to provisions of Section 143(12) of the Companies Act 2013 as amended fromtime to time the Statutory Auditors have not reported any incident of fraud to the AuditCommittee during the year under review.

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 hasappointed M/s. Deep Shukla & Associates Company Secretary in Practice to undertakethe Secretarial Audit for F.Y 2021-22.

The secretarial audit report does not contain any qualifications reservations oradverse remarks or disclaimer. The said report is attached to this report Annexure-3.

Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 the Board based on the Recommendation of Audit Committeeappointed M/s Khare Deshmukh & Co Chartered Accountants (FRN:116141W) Pune asInternal Auditor of the Company for conducting internal audit of the Company for F.Y2021-22.

Disclosure under Schedule V(F) Of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015:

Your Company does not have any unclaimed shares issued in physical form pursuant topublic issue/Right issue.

Subsidiary and Associate Companies:

Subsidiary Company- Joint Healing Services Private Limited (Percentage ofHolding-99%)Associate Company- Nil

A statement containing salient features of the financial statements of Company'sSubsidiary is given in the prescribed Form AOC-1 as an Annexure-4

Deposits:

During the period under review the Company had not accepted any fixed deposits withthe meaning of Section 73 to 76 of the Companies Act 2013.

Loans Guarantees or Investments:

The Company has not given any loan or provided any guarantee or security in favor ofother parties and has also not made any investment of its fund with any other party duringthe year under Section 186 of Companies Act 2013.

Material Changes and Commitments between the Date of the Balance Sheet and The Date ofReport:

There have no material changes and commitments affecting the financial position of theCompany which have occurred between the date of the Balance Sheet and the date of thisReport.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals:

There are no any significant and material orders passed by the Regulators/ Courts whichwould impact the going concern status of the Company and its future operations.

Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo:

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

(a) Conservation of Energy:

We continue to strengthen our energy conservation efforts. We are always in lookout forenergy efficient measures for operation and value conservation of energy through usage oflatest technologies for quality of services. Although the equipments used by the Companyare not energy sensitive by their very nature still the Company is making best possibleefforts for conservation of energy which assures that the computers and all otherequipments purchased by the Company strictly adhere to environmental standards and theymake optimum utilization of energy.

(b) Absorption of Technology:

In this era of competition in order to maintain and increase the clients andcustomers we need to provide best quality services to our clients and customers atminimum cost which is not possible without innovation and adapting to the latesttechnology available in the market for providing the services.

(c) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings -Foreign Exchange Outgo 51.34 Lakhs

(d) Research & Development:

The Company believes that in order to improve the quality and standards of servicesthe Company should have a progressive Research and Development Process which should keepon increasing along with the scale of operations of the Company.

Statement Pursuant to Section 197(12) Of the Companies Act 2013 Read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in this Report as Annexure-5 whichforms a part of this Report.

Familiarization Programme for Independent Directors:

The Board members are provided with necessary documents/brochures reports and internalpolicies to enable them to familiarize with the Company's procedures and practices thewebsite link is available at - https://madhavbaug.org/wp-content/uploads/2022/04/Familiarization-on-Statutory-Updates.pdf

Internal Financial Controls:

The Company has put in place an adequate system of internal financial controls withrespect to the Financial Statement and commensurate with its size and nature of businesswhich helps in ensuring the orderly and efficient conduct of business. No reportablematerial weakness in the operation was observed.

Vigil Mechanism/Whistle Blower Policy:

The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of the Actand as per SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

Obligation of Your Company under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder. The below table providesdetails of complaints received/disposed during financial year 2021-22:

Number of complaints at the beginning of the financial year :Nil
No. of complaints filed during the financial year :Nil
No. of complaints disposed during the financial year :Nil
No. of complaints pending at the end of the financial year :Nil

Directors' Responsibility Statement:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:

i. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures.

ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

iv. They have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively ; and

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Compliance of Secretarial Standards-1 and 2:

Your Directors confirms that pursuant to Section 118(10) of the Companies Act 2013applicable Secretarial Standards i.e. SS-1and SS- 2 pertaining to Meeting of Board ofDirectors and General Meetings respectively specified by the Institute of Companysecretaries of India (ICSI) have been duly complied by the Company.

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively.

ceo and CFO Certification:

Chief Executive Director and the Chief Financial Officer of the Company give annualcertification on financial reporting and internal controls to the Board in terms ofRegulation 17 (8) of the Listing Obligations. The Chief Executive Director and the ChiefFinancial Officer also give quarterly certification on financial results while placing thefinancial results before the Board in terms of Regulation 33(2) of the ListingRegulations. The Annual Certificate given by Chief Executive Officer and the ChiefFinancial Officer is attached in Annexure-6

Covid-19 Impact on Business:

Due to unprecedented 2nd wave outbreak of COVID-19 pandemic in the initialmonths of Financial year world has come to stand still affecting the operations ofbusiness and productivity of the organisation. However increase in awareness of digitalplatform (s) allowing workforce to work from home. Working from Home model has enabledyour company to minimize expenses like travel cost and other operational cost.Resultantly Company with strong business continuity plan during pandemic operatedwithout break down during this period considering the same Management is of opinionthere was no significant impact on the revenue and profits of the company during thereporting period.

Acknowledgement:

Your company wishes to place this on record with appreciation to all EmployeesInvestors vendors and Bankers for their continued support during the year. We aregrateful to the various authorities like Tax Departments of Central and State DepartmentsTax authorities Ministry of Corporate Affairs and the National Stock Exchange of IndiaLimited for their continued cooperation. We place on record our appreciation of thecontribution made by our employees at all levels. Our consistent growth was made possibleby their hard work solidarity cooperation and support.

For and on Behalf of the Board of Directors of Vaidya Sane Ayurved Laboratories Limited

Rohit Sane Vidyut Ghag
Managing Director & CEO Whole Time Director
Thane 04th May 2022 (DIN:00679851) (DIN:09299252)

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