To the Members
Welcure Drugs & Pharmaceuticals Ltd.
The Board hereby presents the Twenty Eighth Annual Report together with AuditedFinancial Statements comprising Balance Sheet the statement of Profit and Loss (includingother comprehensive income) the cash flow statement and the statement of changes inEquity of the Company and Auditors Report for the Financial Year ended 31st March 2020 interms of Section 134(3) of Companies Act 2013.
EXTRACT OF ANNUAL RETURN
In accordance with Sections 134(3)(a) and 92(3) of the Companies Act 2013 and Rule12(1) of the Companies (Management and Administration) Rules 2014 the details formingpart of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure-A"
MEETINGS OF THE BOARD & COMMITTEES
A tentative calendar of Meeting is prepared and circulated well in advance to theDirectors. The intervening gap between the meetings was within the period prescribed underthe Companies Act 2013 Secretarial Standard - 1 and Listing Regulations. During the yearended March 31 2020 the Board and Audit Committee met 4 times. The details ofBoard/committee meetings and the attendance of Directors are provided in the CorporateGovernance Report which forms a part of this Report.
Further all the recommendations of Audit Committee were accepted by the Board ofDirectors.
27thAnnual General Meeting of the Company for the financial year 2018-19 was held on29.07.2019 28th Annual General Meeting of the Company for the financial year 2019-20 isscheduled to be held on 06.07.2020
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement your Directors hereby confirm that:
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the Financial year and ofthe profit and loss of the company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The Company is not listed yet the director had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively; for ensuring the orderly and efficient conduct ofbusiness including adherence to company's policies the safeguarding its assetsprevention and detention of frauds and errors the accuracy and completeness of accountingrecords and the timely preparation of reliable financial information.
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
g) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable Secretarial Standards and that such systems are adequate and operatingeffectively.
DETAILS IN RESPECT OF FRAUD
In terms of provisions of section 134(3) (ca) no fraud was reported by auditors undersection 143(12) of the Companies Act 2013.
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet the criteria ofindependence as provided under Section 149 of the Act and Regulation 16(1) (b) of theListing Regulations (including any statutory modification(s) or re-enactment(s) thereoffor the time being in force). The Independent Directors have also confirmed that they havecomplied with the Company's code of conduct.
(i) Statutory Auditor:
No qualifications reservation or adverse remarks or disclaimer was made by the auditorin his audit report
(ii) Secretarial Auditor:
No qualifications reservation or adverse remarks or disclaimer was made by thesecretarial auditor in his audit report.
(iii) Internal Auditor:
No qualifications reservation or adverse remarks or disclaimer was made by theInternal auditor in his audit report.
LOANS GUARANTEES AND INVESTMENTS:
The details of Loans Guarantees and Investments covered under Section 186 of the Actform part of the notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES:
There were no related party transactions during the year as specified under section 188of Companies Act 2013. However sitting fee of total Rs. 20000/- was paid tonon-executive directors during the financial year 2019-20 for attending Audit Committeemeetings and Board Meetings of the Company. Director Remuneration of Rs. 84000 was paidto Shri Sudhir Chandra. No sitting fee was paid to Mr. Sudhir Chandra Managing Director.No remuneration or sitting fee was paid to D.C. Jain Promoter Director.
STATE OF AFFAIRS- AUDITED IND AS FINANCIAL STATEMENTS
During the Financial Year 2019-20 the total revenue (including other income) was828498/- (Rs. 811482/- in the previous year) and had a net Loss after tax of INR(94315/-) as against the profit of Rs. 38781/- in previous year.
The net profit/loss after tax of INR (94315/-) has been retained in the profit &loss account and has been carried forward to the Balance sheet.
Further no dividend was proposed to be declared during the period under review
The Financial Statement in accordance with the Companies Act 2013 ("theAct") Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBI Listing Regulations') and applicable Accounting Standardsforms part of this Report.
MATERIAL CHANGES AND COMMITMENT
No material changes and commitments occurred which may affect the financial positionof the Company; between the end of the financial year of the Company to which thefinancial statements relate and the date of the report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
a. Conservation of energy
Company has no manufacturing operations; therefore provisions relating to disclosure ofconservation of energy are not applicable to the company.
b. Technology absorption
During the year under review no new technology was absorbed and no expenditure wasincurred on Research & Development.
c. Foreign exchange earnings and outgo
Foreign exchange earnings and outgo were nil during the current year.
The Company has well defined process to ensure risks are identified and steps to treatthem are put in place at the right level in the management. The operating managers areresponsible for identifying and putting in place mitigation plan for operational andprocess risks. Key strategic and business risks are identified and managed by the seniorleadership team in the organization.
The Company's approach to addressing business risks is comprehensive and includesperiodic review of such risks and has established a framework for mitigating controls andreporting mechanism of such risks. Some of the risks that the Company is exposed to are:
(i) Financial Risk
(ii) Regulatory Risks
(iii) Human Resources Risks
(iv) Strategic Risks
CORPORATE SOCIAL RESPONSIBILITY
During the year under review the Net Worth of the Company is less than Rs. 500.00crore; turnover is less than Rs.1000.00 crore; and net profit is less than Rs. 5.00 crore;therefore constitution of corporate Social Responsibility Committee is not applicable interms of section 135(1) of the Companies Act 2013.
Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder Regulation 17(10) of the Listing Regulations and the circular issued by SEBIdated 5th January 2017 with respect to Guidance Note on Board Evaluation the evaluationof the annual performance of the Directors/Board/Committees was carried out for theFinancial Year 2019-2020. A statement on annual evaluation by the Board of its performanceand performance of its Committees as well as Individual Directors forms part of theCorporate Governance Report.
CHANGE IN NATURE OF BUSINESS
During the year under review there has been no change in the nature of business of theCompany.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. M.L. Bhateja was re-appointed as Independent Director for the further period of 5years till 31.03.2024 and Mr. D.C. Jain continued to be Non-Executive Director after theapproval of shareholder in 27th AGM held on 29.07.2019. Further. Ms. Mitashi Bisaria wasappointed as Additional Non-Executive Director on 11.01.2020 who shall be eligible forre-appointment as per Section 152 and other applicable provisions of the Act or ListingRegulations subject to the approval of the shareholders.
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. D.C.Jain Non-Executive Director (DIN 00323379) will retire at the ensuing Annual GeneralMeeting and being eligible and offered himself for re-appointment. The Board recommendsthe re-appointment in the ensuing Annual General Meeting.
2. Key Managerial Personnel
Ms. Rashi Goel Company Secretary of the Company had resigned from the services of theCompany w.e.f. 20.05.2019. The Directors place on record their deep appreciation for thevaluable contributions made by her during their tenure on the Board. Further the Board inits meeting held on July 29 2019 appointed Ms. Mitashi Bisaria as a Company Secretary& Compliance Officer of the Company.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
During the period under review no Company became or ceased to be its subsidiariesjoint venture or associate company.
FIXED DEPOSITS UNDER CHAPTER V
The Company has not accepted any deposit from its Directors employees or generalpublic during the year; and there is no unpaid or unclaimed deposit at the end of theyear.
MATERIAL COURT ORDERS PASSED
During the year no material order was passed by any regulators tribunals or courtswhich impacts the going concern & company's operations in future.
DETAILS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has put in place adequate internal financial controls over financialreporting. These are reviewed periodically and made part of work instructions or processesin the Company. The Company continuously tries to automate these controls to increase itsreliability. This ensures orderly and efficient conduct of its business includingadherence to the Company's policies safeguarding of its assets prevention of errorsaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information.
The internal financial controls with reference to the financial statements wereadequate and operating effectively.
PREVENTION OF SEXUAL HARASSMENT:
Yours Directors state that during the period under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Board of Directors has formulated a Whistle Blower Policy which is in compliancewith the provisions of Section 177 (10) of the Companies Act 2013 and Regulation 22 ofthe Listing Regulations. The Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be mated out to anyperson for a genuinely raised concern. The details of Vigil Mechanism (Whistle BlowerPolicy) adopted by the Company have been disclosed in the Corporate Governance Reportattached to this report and form an integral part of this report.
The Auditors M/s. V.P. Gupta & Co. Chartered Accountants New Delhi theStatutory Auditors of the Company retire at the ensuing Annual General Meeting and havegiven confirmation/certificate that their re-appointment if made at the forthcomingAnnual General Meeting would be within the ceiling limit; and within the term provided;and they are eligible and not disqualified as per the provisions of Section 139 and 141 ofthe Companies Act 2013; and also that no matter of conduct is pending against the firm.
The Board recommends for their appointment at the forthcoming annual general meetingfor the period of Five years and who shall hold the office from the conclusion of theensuing Annual General Meeting till the conclusion of the 33rd Annual General Meeting toconduct the audit of financials from 2020-21 to 2024-25.
M/s A.K. Nandwani & Associates Company Secretaries was appointed as secretarialauditor to conduct the secretarial audit of the Company for the financial year 2019-20 .
The Secretarial Audit Report in Form MR-3 obtained from M/s A.K. Nandwani &Associates Company Secretaries for the said financial year is annexed herewith and formspart of this report as "Annexure-B".
As per the Provisions of section 138 read with Rule 13 of The Companies (Accounts)Rules 2014 M/s Vibhor Gupta & Associates Chartered Accountants were appointed asInternal Auditor of the Company for the Financial Year 2019-20.
LISTING FEE OF SHARES
The shares of the company are listed on a recognized stock exchange- Bombay StockExchange' and up to date Listing Fee is paid
In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a certificate from the Auditors on its compliance forms anintegral part of this report as "Annexure C"
A certificate from the Practising Company Secretary confirming compliance of conditionsof Corporate Governance as stipulated in Part E of the Schedule V of the ListingRegulations is annexed to the Corporate Governance Report.
MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis Report as stipulated under the Listing Regulationsis presented in a separate Section forming part of this Annual Report. (Annexure D)
DISCLOSURE UNDER SECTION 148 OF COMPANIES ACT 2013:
Company is not required to maintain the cost records and accounts as specified undersection 148 of Companies Act 2013 as it not applicable on the Company.
PARTICULAR OF EMPLOYEES:
Details as required under the provisions of Section 197(12) of the Companies Act 2013read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended which form part of the Directors' Report will be madeavailable to any shareholder on request as per provisions of Section 136(1) of the saidAct.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Designated Persons and their immediate relatives.The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Designated Persons and their immediate relativeswhile in possession of unpublished price sensitive information in relation to the Companyand during the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
SECRETARIAL STANDARD OF ICSI
The Company has complied with the Secretarial Standard-1 on Meetings of the Boardof Directors' and Secretarial Standard-2 on General Meetings' issued by theInstitute of Company Secretaries of India.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The Company was not required to transfer any amount to the Investor Education andProtection Fund during the year under review.
| ||For and on behalf of the Board |
| ||Welcure Drugs & Pharmaceuticals Limited |
|Place : Delhi || || |
|Date : 11.05.2020 ||Sudhir Chandra ||M. L. Bhateja |
| ||Managing Director ||Director & CFO |
| ||DIN: 00323545 ||DIN: 00323523 |