The Board hereby presents the 27th Annual Report along with AuditedStatements of Accounts for the Financial Year ended March 31 2019.
|Particulars || |
Amount In Lakhs
| ||2018-19 ||2017-18 |
|Income: || || |
|Revenue from operations ||598.44 ||516.93 |
|Other Income ||29.18 ||72.02 |
|Total Revenue (I) ||627.62 ||588.95 |
|Expenses: || || |
|Cost of Goods Sold ||379.43 ||367.80 |
|Employee benefit expense ||46.69 ||57.16 |
|Other expenses ||128.19 ||104.36 |
|Total (II) ||554.31 ||529.32 |
|Earning/(loss) before interest tax depreciation and amortization (EBITDA) (I) - (II) ||73.31 ||59.63 |
|Depreciation and amortization expense ||32.00 ||27.48 |
|Finance cost ||3.45 ||7.08 |
|Profit for the year ||37.86 ||25.07 |
|Current tax ||7.00 ||5.20 |
|Deferred tax ||15.03 ||6.16 |
|Profit after tax ||15.83 ||13.71 |
|Net Worth ||1328.38 ||1310.21 |
In view of inadequate profit during the year the directors do not recommend anydividend on equity shares for the year ended on 31st March 2019.
TRANSFER TO RESERVES
The closing balance of the retained earnings of the Company for Financial year2018-2019 after all appropriation and adjustments was Rs. 15.83 Lakhs.
The Company has a team of experienced Marketing Representatives for Over the Counter& Ethical marketing in Maharashtra & Gujarat. The Company is also a registeredmember of various online portals to generate leads. The Company is manufacturing OilShampoo Ointment and Toothpaste.
As per SEBI Listing Regulations corporate governance report with auditors' certificatethereon and management discussion and analysis are attached which forms part of thisreport.
The turnover of the Company for the year under review is Rs. 598.44 Lakhs as againstRs. 516.93 Lakhs in the previous year. Your Directors are hopeful to improve the growthrate in turnover and profitability in current year.
Net Profit before tax for the year under review is Rs. 37.86 Lakhs as against Rs. 25.07Lakhs in the previous year. Net Profit after tax and other provisions is at Rs. 15.83Lakhs as against Rs. 13.71 Lakhs in the previous year.
The Company has started manufacturing of toothpaste and other cosmetic products. Thecompany has also increased its focus on third party manufacturing contracts and introducednew products as per market trends.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review there has been no change in the management of theCompany. The Company has received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed under theCompanies Act 2013 and the Listing Agreement.
Pursuant to the provisions of the Companies Act 2013 and the Listing Agreement theBoard has carried out an annual performance evaluation of its own performance and of thedirectors individually as well as the evaluation of its compliance committees. The mannerin which the evaluation has been carried out has been explained in detail in the CorporateGovernance Report which forms part of this Annual Report.
The following policies of the Company are annexed to this report:
1) Policy for selection of Directors and determining Directors independence (AnnexureI); and
2) Remuneration Policy for Directors Key Managerial Personnel and other employees(Annexure II).
SUBSIDIARIES TOINT VENTURES AND ASSOCIATE COMPANIES
No company has become or ceased to be a subsidiary joint venture or associate duringthe financial year 2018-19.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) In the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
b) 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 as at March 31 2019 and of the Profit and Loss ofthe Company for the year ended on that date;
c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and are operating effectively; and
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. Directors draw attention of the members to note no. 35 to the financial statementwhich sets out related party disclosures.
AUDITORS & AUDITORS' REPORT
Board of Directors have appointed M/s. M. H. Dalal & Associates CharteredAccountants in the Annual General Meeting held on September 29 2017 for a period of fiveyears to hold office till the conclusion of the 30th Annual General Meeting ofthe Company. They have confirmed their eligibility and that they are not disqualified forappointment.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
The Board has appointed M/s. Nidhi Shah & Associates Practising Company Secretaryto conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Reportfor the financial year ended March 31 2019 is annexed herewith marked as Annexure III tothis Report. The Secretarial Audit Report does not contain any qualification reservationor adverse remark.
The Audit Committee comprises of three Independent Directors namely Mr. Arvind M. Shah(Chairman) Dr. Dharnendra B. Shah (Member) and Mr. Mitesh J. Kuvadia (Member). All therecommendations made by the Audit Committee were accepted by the Board.
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement comprises of senior executives of the Company. Protecteddisclosures can be made by a whistle blower through an e-mail or dedicated telephone lineor a letter to the Chairman of the Audit Committee.
Meetings of the Board
Four meetings of the Board of Directors were held during the year. For further detailsplease refer report on Corporate Governance of this Annual Report.
Particulars of Loans given Investments made Guarantees given and Securities provided
Particulars of loans given investments made guarantees given and securities providedare provided in the notes to the Financial Statements.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
Energy conservation continues to be an area of focus for Veerhealth Care. Initiativesto integrate energy efficiency into overall operations are undertaken through operationalpractices and awareness is created amongst associates on energy conservation throughcampaigns and events. The Company continues to use the latest technologies for improvingthe productivity and quality of its services and products. The Company's operations do notrequire significant import of technology. There was no technology absorption and noforeign exchange earnings or outgo during the year under review. The Company has notentered into any technology transfer agreement.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith marked as Annexure IV tothis Report.
Particulars of Employees and related disclosures
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 annexed herewith marked as Annexure V to this Report.
No disclosure or reporting is required in terms of the provisions of Section 197(12) ofthe Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as there are no employees drawing remuneration inexcess of the limits set out in the said rules.
Corporate Social Responsibility
The Company is not required to constitute Corporate Social Responsibility Committee interms of the provisions of Section 135 of the Companies Act 2013.
Material changes and commitments affecting financial position between the end of thefinancial year and date of the report
There has been no material changes and commitment affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
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 year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks government authorities andmembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for thecommitted services by the Company's executives staffand workers.
| || ||By Order of the Board of Directors |
| || ||For Veerhealth Care Limited |
| ||Sd/- ||Sd/- |
|Place: Mumbai ||Bhavin S. Shah ||Yogesh M. Shah |
|Date: 13th August 2019 ||Managing Director ||Director |