Dear Members,
The Directors of your Company have pleasure in presenting Annual Report
together with the Audited Accounts and Auditors' Report for the year ended 31st
March, 2023.
1. Financial Performance:-
The financial performance of the Company for the Year ended 31st
March, 2023 is as summarized below:-
(In Lacs)
|
Standalone |
Consolidated |
| Particulars |
2022-23 |
2021-22 |
2022-23 |
2020-21 |
| Total Revenue |
757.08 |
825 |
1,203.42 |
1,282.26 |
| Profit before Interest, Depreciation &
Taxation |
336.61 |
443.53 |
399.43 |
490.03 |
| Less - Interest |
61.31 |
47.33 |
60.80 |
47.33 |
| Profit / (Loss) before Depreciation &
Taxation |
275.30 |
396.2 |
338.64 |
442.7 |
| Less - Depreciation |
79.02 |
59.16 |
87.38 |
66.57 |
| Profit / (Loss) before tax |
196.28 |
337.04 |
251.25 |
376.13 |
| Less- Provision for Taxation (Incl. Deferred
Tax) |
58.28 |
85.16 |
72.12 |
94.99 |
| Net Profit / (Loss) for the year |
138.00 |
251.88 |
179.13 |
281.14 |
2. Performance Review:-
Your directors report states that for the year under review, your
Company has been able to achieve total revenue of Rs.757.08 Lakhs as compared to Rs. 825
Lakhs in the previous year. The total revenue for the year 2022-23 decreased by 8.00% and
Net Profit has Decreased to Rs. 138 Lakhs from Rs. 251.88 Lakhs.
3. Extract of Annual Return:-
The Extract of Annual Return is prepared in Form MGT-9 as per the
provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and
Administration) Rules, 2014 and 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 the Company. The Authorised Share Capital of the Company is Rs.
10,50,00,000 (Rupees Ten Crore Fifity Lacs) divided into 1,05,00,000 (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 of the Company. The paid up share capital of the Company is 10,15,68,000
(Rupees Ten Crore Fifteen Lakhs Sixty Eight Thousand) divided into 1,01,56,800 (One Crore
One Lakh Fifty Six Thousand 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. 138 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 |
| 5 |
Mr. Sanjay Bhikajirao Khatal |
Non-Executive - Non
Independent Director |
| 6 |
Mr. Suhas Thorat |
Non-Executive - Independent
Director |
Director Retiring by Rotation
Mrs. Preeti Ashish Rawandale (Din: 02021400) as Director, retire from
the Board by rotation and being eligible has offered himself for re-appointment at the
ensuing Annual General Meeting.
Formal Annual Evaluation:
The Board has formulated a code of conduct policy for formal annual
evaluation purpose which has been made by the Board of its own performance and that of its
committees and individual directors.
9. Company Secretary and Compliance Officer:- Miss. CS Afrin
Shaikh.
10. Directors' Responsibility Statement:-
Your Directors state that: -
a) In the preparation of the annual accounts for the financial year
2022-23, the applicable accounting standards read with requirements set out under Schedule
III of the Companies Act, 2013, have been followed and there are no material departures
from the same;
b) Appropriate accounting policies have been selected and applied
consistently and such judgments & estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at 31st
March, 2023 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
adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing & detecting fraud and other irregularities; 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 of all applicable laws and that
such systems were adequate and operating effectively.
f) The Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
11. Auditors:-
At 12th Annual General Meeting held on 30th
September, 2019 the members approved appointment of M/s. P.D. Dalal & Co., Chartered
Accountants, as a Statutory Auditors of the Company to holds office till the conclusion of
the 17th Annual General Meeting of the Company subject to ratification of their
appointment by Members at every AGM, if so required under the Act. The requirement to
place the matter relating to appointment of auditors for ratification by Members at every
AGM has been done away by the Companies (Amendment) Act, 2017 with effect From May 7,
2018. Accordingly, no resolution is being proposed for ratification of appointment of
statutory auditors at the 16th Annual General Meeting.
The observations and comments given in the Auditors Report read
together with the notes to the accounts are selfexplanatory and hence do not call for any
further information and explanation under section 134(3) of the Companies Act, 2013.
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
contain any qualification, reservation or adverse remark.
13. Subsidiary Company:-
The Company has one Subsidiary Company in the name of Tej Vedaant
Healthcare Private Limited.
14. Secretarial Auditors Report:-
As per the provisions of Section 204 of the Companies Act, 2013, the
Board of Directors of the Company has appointed M/s. N S Dave and Associates, Practicing
Company Secretary firm (Membership No. ACS A37176 & CP 13946) as Secretarial Auditor
to conduct Secretarial audit of the Company for the financial year ended on March 31,
2023. Secretarial Audit Report issued by M/s. N S Dave and Associates, Practicing Company
Secretary firm in form MR-3 is enclosed to this Annual Report in Annexure IV.
15. Tax Provisions:-
The Company has made adequate provisions as required under the
provisions of Income Tax Act, 1961 as well as other relevant laws governing taxation on
the company.
16. Whistleblower Policy:
The Company has adopted Vigil Mechanism/ Whistle Blower Policy. The
details of the Whistle Blower Policy of your Company are set out in the Corporate
Governance Report which forms part of this report.
17. Material Changes and Commitments:
There are no changes in commitments affecting the financial position of
the company which have occurred between the end of the financial year of the company to
which the financial statement relates and the date of this report.
18. Investor Complaint and Compliance
All the investor complaints are duly resolved and as on date no
complaints are pending. The details regarding Investor complaints are given under the
corporate governance report forming part of this report.
19. Deposits:-
The Company has not accepted any deposits from the public in terms of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
20. Conservation of energy, technology absorption and foreign exchange
earnings and outgo:-
The particular as prescribed under sub-Section (3)(m) of section 134 of
the Companies Act, 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
technology absorption, are not applicable to the Company.
(ii) F oreign Exchange Earnings and Outgo:
Foreign Exchange Earned - Rs. Nil Foreign Exchange Used - Rs. Nil
21. Corporate Social Responsibility:-
The Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section 135(1) of the
Companies Act, 2013 and hence it is not required to formulate policy on Corporate Social
Responsibility.
22. Disclosure under the Sexual harassment Of Women:-
Your Company is committed to provide and promote safe and healthy
environment to all its employees without any discrimination. During the year under review
there was no case filled pursuant to Sexual Harassment of women at workplace (Prevention,
Prohibition and Redressal) Act, 2013.
23. Change in Nature of Business , if Any:-
There is no change in the nature of business of the Company during the
year under review.
24. Particulars of Employees:-
Disclosures with respect to the remuneration of Directors and employees
as required under Section 197 of Companies Act, 2013 and Rule 5 (1) Companies (Appointment
and Remuneration of Managerial Personnel), 2014 has been appended as Annexure to this
Report. The information as required under Rule 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request by any
member of the Company. In terms of Section 136 (1) of the Companies Act, 2013, the Report
and the Accounts are being sent to the members excluding the said Annexure. Any member
interested in obtaining copy of the same may write to the Company Secretary at the
Registered Office of the Company.
25. Number of Meetings of the Board of Directors: -
During the year ended March 31, 2023, four (4) Board Meetings were
held. The dates on which the Board meetings were held are 17.05.2022, 11.08.2022,
07.11.2022, and 11.02.2023.
26. Statement on Declaration Given By Independent Directors Under
Sub-Section (6) Of Section 149:-
The independent directors have submitted the declaration of
independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating
that they meet the criteria of independence as provided in sub-Section(6).
27. Particulars of Loan, Guarantees And Investments By Company:-
During the financial year ended March 31, 2023, no loan, guarantee and
investment under Section 186 of the Companies Act, 2013 was made by the Company.
28. Related Party Transactions:-
During the year under review, besides the transactions reported in
Notes to Accounts, forming part of the Annual Report. There were no other related party
transactions with its promoters, directors, directors and management that had a potential
conflict of interest of the Company at large.
29. Significant And Material Orders Passed By The Regulators or Court:-
There are no Significant and Material orders passed by the regulators
or Courts that would impact the going concern status of the Company and its future
operations.
30. Audit Committee:-
In accordance with the provisions of Section 177 of the Companies Act,
2013 the Company has constituted an Audit Committee comprising of the following Directors
viz., Mr. Vikramsingh Satish Khatal Patil (Chairman), Mr. Kiran Madhavrao Pawar, and Dr.
Ashish Vishwas Rawandale Audit Committee acts in accordance with the terms of reference
specified from time to time by the Board.
During the year 2022-23, Four(4) Audit Committee meetings were held on
17.05.2022, 11.08.2022, 07.11.2022, and
11.02.2023.
31. Nomination and Remuneration Committee:-
In accordance with the provisions of Section 178(1) of the Companies
Act, 2013, the Company has constituted a Nomination and Remuneration Committee comprising
of the following Directors viz., Mr. Kiran Madhavrao Pawar (Chairman), Mr. Vikramsingh
Satish Khatal Patil and Dr. Preeti Ashish Rawandale.
Nomination and Remuneration Committee acts in accordance with the terms
of reference specified from time to time by the Board.
During the year 2022-23, Three (3) Nomination and Remuneration
Committee was held on 17.05.2022,11.08.2022 and
11.02.2023.
32. Stakeholders Relationship Committee:-
In accordance with the provisions of Section 178(5) of the Companies
Act, 2013, the Company has constituted a Stakeholders Relationship Committee comprising of
the following Directors viz., Mr. Kiran Madhavrao Pawar (Chairman), Mr. Vikramsingh Satish
Khatal Patil and Dr. Preeti Ashish Rawandale. Stakeholders Relationship Committee acts in
accordance with the terms of reference specified from time to time by the Board.
During the year 2022-23, Three (3) Stakeholder Relationship Committee
was held on 17.05.2022,11.08.2022 and 11.02.2023
Details in Respect of Adequacy of Internal Financial Controls with
Reference to the Financial Statement:-
Internal Control Systems has been designed to provide reasonable
assurance that assets are safeguarded, transactions are executed in accordance's with
management's authorization and properly recorded and accounting records are adequate for
preparation of financial statements and other financial information. Internal check is
conducted on a periodical basis to ascertain the adequacy and effectiveness of internal
control systems.
Further, the testing of such controls shall also be carried out
independently by the Statutory Auditors as mandated under the provisions of the Companies
Act, 2013.
In the opinion of the Board, the existing internal control framework is
adequate and commensurate to the size and nature of the business of the Company.
33. Risk Management Policy:-
The Company has established a well-defined process of risk management,
wherein the identification, analysis and assessment of the various risks, measuring of the
probable impact of such risks, formulation of risk mitigation strategy and implementation
of the same takes place in a structured manner. Though the various risks associated with
the business cannot be eliminated completely, all efforts are made to minimize the impact
of such risks on the operations of the Company. The Company on various activities also
puts necessary internal control systems in place across the board to ensure that business
operations are directed towards attaining the stated organizational objectives with
optimum utilization of the resources.
34. Nomination And Remuneration policy of Directors, Key Managerial
Personnel And other Employees:-
In adherence of Section 178(1) of the Companies Act, 2013, the Board of
Directors of the Company in its Meetings, approved a policy on directors' appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided u/s 178(3), based on the
recommendations of the Nomination and Remuneration Committee. The broad parameters covered
under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors,
Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel
(other than managing/ Whole-time Directors), Key-Executives and Senior Management and the
Remuneration of Other Employees.
35. Management's Discussion and Analysis Report:-
A detailed review of the operations, performance and future outlook of
the Company and its businesses is given in the Management's Discussion and Analysis Report
i.e Annexure II, which forms part of this Report.
36. During the year under review there is no application made or
proceeding pending in the name of the company Under the insolvency bankruptcy code 2016.
37. During the year under review there has been no one time settlement
of loans taken from Banks and Financial Institution
38. Corporate Governance:-
We adhere to the principle of Corporate Governance mandated by the
Securities and Exchange Board of India (SEBI) and have implemented all the prescribed
stipulations. As required 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 III, which forms part of this report
39. Prevention of Code of Conduct
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and designated
employees of the Company. The details of the Code of Conduct for Prevention of Insider
Trading are set out in the Corporate Governance Report which forms part of this report.
40. Acknowledgement:-
The Board wishes to place on record its sincere appreciation for the
assistance and co-operation received from Bankers, Government Departments and other
Business Associates for their continued support towards the conduct of operations of the
Company efficiently.
The Directors express their gratitude to the shareholders for their
continuing confidence in the Company. The Directors also acknowledge the hard work and
persuasive efforts put in by the employees of the Company in carrying forward Company's
vision and mission.
On behalf of the Board of Directors, For Tejnaksh Healthcare Limited
Sd/-
Dr. Ashish Vishwas Rawandale Chairman
Place: Mumbai, Date: 20.05.2023
