Dear Shareholders,
Your Directors here by present the 39th Annual Report together with the Audited
statements of Accounts for the financial year ended on 31st March 2025.
OPERATIONS REVIEW:
During the year under review due to sluggish market condition and faces huge set back.
So company did not generate any revenue from operation but generated other income and
after having some fixed expenses posted net profit of Rs. 56,831/.
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'S
AFFAIR:
The Company does not have any significant business activity and not carried out any
business during the year under review.
DIVIDEND:
Considering the loss incurred in the current financial year and accumulated losses,
your Directors have not recommended any dividend for financial year under review.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period under review.
SHARE CAPITAL:
The issued, subscribed and paid up capital of the Company is Rs. 66069000/ divided into
66069000 equity shares of Rs 1/ each. There has been no change in the share capital of the
Company during the year.
DISCLOSURE UNDER SECTION 67 (3) (c) OF THE COMPANIES ACT, 2013:
No disclosure is required under section 67 (3) (c) of the Companies Act, 2013 read with
Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, in respect of
voting rights not exercised directly by the employees of the Company as the provisions of
the said section are not applicable.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate companies & joint ventures.
DEPOSIT:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantee or Investments made by your Company under Section 186 of
the Companies Act, 2013 during the financial year 202425. is enclosed as an Annexure to
this Board's Report. During the year under review, the company has not provided any
security falling within in purview of Section 186.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
No material changes and commitments affecting the financial position of the company
have occurred between the end of financial year to which the financial statements relate
and the date of the Directors' Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING
CONCERN AND COMPANY'S OPERATIONS:
To the best of our knowledge, the company has not received any such orders passed by
the regulators, courts or tribunals during the year, which may impact the going concern
status or company's operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. Dineshkumar
Rathod (DIN:09406871) shall retire by rotation at the ensuing Annual General Meeting and
being eligible, has offered himself for reappointment as the Director of the Company.
Mr. KELASH BUNKAR (DIN: 10911360) was appointed as an additional director of the
company with effect from 03.02.025 and are hereby appointed an Independent Director of the
Company to hold office for five consecutive years up to the conclusion of the Annual
General Meeting to be held in the calendar year 2030.
During the year under review, Mr. Niraj Vaghela ceased as director of the company from
03.02.2025
Key Managerial Personnel:
As per the provisions of Section 203 of the Companies Act, 2013, Mr. Dineshkumar
Rathod, Chief Financial Officer and Ms. Minal Lakhlani, Company Secretary are the key
managerial personnel of the Company.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013.
COMPOSITION OF THE BOARD:
The Company has an optimum mix of NonExecutive and Independent Directors including
Woman Director. All the members of the Board are competent and are persons of repute with
strength of character, professional eminence, having the expertise in their respective
disciplines to deal with the management functions of the company. The composition of the
Board of Directors as on date of this report:
Sr. No. Name of Director |
Executive/ Non?Executive/ Independent |
No. of Directorships Held in Public Limited Companies (Including the
Company) |
#Committee(s) position (Including the Company) |
|
|
|
|
Member |
Chairman |
| 1 DINESHKUMAR RATHOD |
Wholetime Director |
3 |
3 |
1 |
| 2 KELASH BUNKAR |
NonExecutive Independent |
4 |
6 |
2 |
| 3 MANISHA PATEL |
NonExecutive Independent |
3 |
4 |
2 |
# Only Audit Committee and Stakeholders' Relationship Committee has been considered as
per Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations")
Name of other listed entities where Directors of the company are Directors and the
category of Directorship:
| Sr. No. Name of Director |
Name of listed entities in which the concerned Director is a Director |
Category of directorship |
| 1 DINESHKUMAR RATHOD |
AMRAWORLD AGRICO LIMITED |
Independent Director |
|
SUNCARE TRADERS LIMITED |
Independent Director |
| 2 KELASH BUNKAR |
AMRAWORLD AGRICO LIMITED |
NonExecutive Director |
|
BIOGEN PHARMACHEM INDUSTRIES LIMITED |
Wholetime Director & CFO |
|
REGIS INDUSTRIES LIMITED |
Independent Director |
| 3 MANISHA PATEL |
AMRAWORLD AGRICO LIMITED |
Independent Director |
|
JOHNSON PHARMACARE LIMITED |
Independent Director |
MEETING OF INDEPENDENT DIRECTORS:
The Company's Independent Directors met on 03rd February 2025 without the
presence of the Executive Director and the Senior Management team. The meeting was
attended by majority of Independent Directors and was conducted to enable the Independent
Director to discuss matters prescribed under Schedule IV to the Act and Regulation 25(3)
of the SEBI (LODR) Regulation, 2015.
MEETINGS:
Minimum four prescheduled Board meetings are held annually. In case of business
exigencies or urgency of matters, resolutions are passed by circulation. During the year 4
(Four) Board meetings were held. The dates of the Board Meetings were 23.05.2024,
06.08.2024, 22.10.2024 and 03.02.2025.
ATTENDANCE RECORD OF DIRECTORS ATTENDING THE BOARD MEETINGS AND ANNUAL GENERAL
MEETINGS:
Name of the Director |
Category |
No. of Board Meetings Attended |
Last AGM Attendance |
|
|
|
Held during the tenure |
Attended |
|
| MANISHA PATEL |
Independent Director |
4 |
4 |
Yes |
| DINESHKUMAR RATHOD |
Wholetime Director & Chief Financial Officer |
4 |
4 |
Yes |
| KELASH BUNKER |
Independent Director |
4 |
1 |
No |
| NIRAJ VAGHELA |
Independent Director |
4 |
3 |
Yes |
None of the Directors hold Directorships in more than 20 companies. Further, any
individual director's directorships in public companies do not exceed 10. None of the
Directors is serving as a member of more than ten committees or as the Chairman of more
than five committees across all the public companies of which he is a Director.
AUDIT COMMITTEE:
The Audit Committee of the company reconstituted on 03.02.2025 and presently comprises
of three Directors being Mr. Dineshkumar Rathod, Mr. Kelash Bunkar and Ms. Manisha Patel.
Terms of Reference:
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2018, the Company has revised the terms of reference of the Committee. The
terms of reference are:
(1) oversight of the company's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
(2) recommendation for appointment, remuneration and terms of appointment of auditors
of the company;
(3) approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
(4) reviewing, with the management, the annual financial statements and auditor's
report thereon before submission to the board for approval, with particular reference to:
(a) matters required to be included in the director's responsibility statement to be
included in the Board's report in terms of clause (c) of subsection (3) of Section 134 of
the Act;
(b) changes, if any, in accounting policies and practices and reasons for the same;
(c) major accounting entries involving estimates based on the exercise of judgment by
management;
(d) significant adjustments made in the financial statements arising out of audit
findings;
(e) compliance with listing and other legal requirements relating to financial
statements;
(f) disclosure of any related party transactions;
(g) modified opinion / Qualification in the draft audit report.
(5) reviewing, with the management, the quarterly financial statements before
submission to the board for approval;
(6) reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public issue or rights issue or preferential issue or qualified institutions
placement and making appropriate recommendations to the board to take up steps in this
matter;
(7) reviewing and monitoring the auditor's independence, performance and effectiveness
of audit process;
(8) Formulating a policy on related party transactions, which shall include materiality
of related party transactions;
(9) approval or any subsequent modification of transactions of the listed entity with
related parties;
(10) scrutiny of intercorporate loans and investments;
(11) valuation of undertakings or assets of the company, wherever it is necessary;
(12) evaluation of internal financial controls and risk management systems;
(13) reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
(14) reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;
(15) discussion with internal auditors of any significant findings and follow up there
on;
(16) reviewing the findings of any internal investigations by the internal auditors
into matters where there is suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the matter to the board;
(17) discussion with statutory auditors before the audit commences, about the nature
and scope of audit as well as postaudit discussion to ascertain any area of concern;
(18) to look into the reasons for substantial defaults in the payment to the
depositors, debenture holders, shareholders (in case of nonpayment of declared dividends)
and creditors;
(19) to review the functioning of the whistle blower mechanism;
(20) approval of appointment of Chief Financial Officer (i.e. the whole time Finance
Director or any other person heading the finance function or discharging that function)
after assessing the qualifications, experience and background, etc. of the candidate;
(21) reviewing the utilization of loans and/or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing
as on the date of coming into force of this provision;
(22) to review the compliance with the provisions of Regulation 9A of Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 at least once
in a financial year and to verify that the systems for internal control are adequate and
are operating effectively;
(23) To consider and comment on rationale, costbenefits and impact of schemes involving
merger, demerger, amalgamation etc., on the listed entity and its shareholders;
(24) to carry out any other function as is mentioned in the terms of reference of the
Audit Committee.
Audit Committee shall mandatorily review the following information:
(1) management discussion and analysis of financial condition and results of
operations;
(2) management letters / letters of internal control weaknesses issued by the statutory
auditors;
(3) internal audit reports relating to internal control weaknesses; and
(4) the appointment, removal and terms of remuneration of the Chief Internal Auditor
shall be subject to review by the audit committee;
(5) statement of deviations:
(a) quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI
Listing Regulations;
(b) annual statement of funds utilized for purposes other than those stated in the
offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing
Regulations.
In addition to the above, the Audit Committee discharges all such other duties and
functions generally indicated under the SEBI Listing Regulations, the Companies Act, 2013
and the Rules made thereunder.
Attendance at the Audit Committee Meetings: During the year the Audit Committee met 4
times on 23.05.2024, 06.08.2024, 22.10.2024 and 03.02.2025. attendance of the members as
under:
Name |
No. of Meeting attended |
| Held during the tenure |
Attended |
MANISHA PATEL |
4 |
4 |
DINESHKUMAR RATHOD |
4 |
4 |
KELASH BUNKAR |
4 |
1 |
NIRAJ VAGHELA |
4 |
3 |
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee has been constituted as per the provisions of
Section 178(1) of the Companies Act, 2013 to review and to recommend the remuneration
payable to the Executive Directors and Senior Management of the Company based on their
performance and defined assessment criteria.
Nomination and Remuneration Committee of the Company reconstituted on 03.02.2025 and
presently comprises of three Directors being Mr. Dineshkumar Rathod, Mr. Kelash Bunkar and
Ms. Manisha Patel.
The terms of reference of the Committee:
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2018, the Company has revised the terms of reference of the Committee. The
revised terms of reference are:
(1) formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating to,
the remuneration of the directors, key managerial personnel and other employees;
CIN: L29199GJ1984PLC007195
(1A) For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For
the purpose of identifying suitable candidates, the Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to
diversity; and
c. consider the time commitments of the candidates
(2) formulation of criteria for evaluation of performance of independent directors and
the board of directors;
(3) devising a policy on diversity of board of directors;
(4) identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down and recommend to the board
of directors their appointment and removal;
(5) whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors;
(6) recommend to the board, all remuneration, in whatever form, payable to senior
management;
(7) to administer and supervise Employee Stock Options Schemes (ESOS) including framing
of policies related to ESOS and reviewing grant of ESOS;
(8) To review HR Policies and Initiatives;
(9) Carrying out any other function as is mentioned in the terms of reference of the
Nomination and Remuneration Committee.
In addition to the above, Nomination and Remuneration Committee discharges such duties
and functions generally indicated under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013
and Rules made thereunder.
Composition of Nomination and Remuneration Committee, number of Meetings held and
participation at the Meetings during the year: During the year the Committee met one time
on 03.02.2025 and all committee members present at the meeting.
Nomination and Remuneration Policy:
The Committee is in process of formulating Nomination and Remuneration Policy which
determines criteria interalia qualification, positive attributes and independence of
Directors for their appointment on the Board of the Company and payment of remuneration to
Directors, Key Managerial Personnel and other Employees. The Committee shall consider the
following attributes / criteria, whilst recommending to the Board the candidature for
appointment as Director.
Qualification, expertise and experience of the Directors in their respective fields;
Personal, Professional or business standing;
Diversity of the Board
In case of reappointment of NonExecutive Directors, the Board shall take into
consideration the performance evaluation of the Director and his engagement level.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the
information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies
(Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each
director to the median remuneration of the employees of the Company for the Financial year
is not given.
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Board of Directors of the Company has set up 'Stakeholders Relationship Committee'
in order to align it with the provisions of Section 178 of the Companies Act, 2013. The
Committee has been constituted to strengthen the investor relations and to interalia, look
into issues relating to shareholders grievances pertaining to transfer of shares, non
receipt of declared dividends, nonreceipt of Annual Report, issues concerning
dematerialization etc.
This committee reconstituted on 03.02.2025 and presently comprises of three Directors
being Mr. Dineshkumar Rathod, Mr. Kelash Bunkar and Ms. Manisha Patel. One committee
meeting held on 03.02.2025 and present all respective member of committee.
Terms of reference of the Committee:
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2018, the
Company has revised the terms of reference of the Committee. The revised terms of
reference are:
(1) resolving the grievances of the security holders of the company including
complaints related to transfer/transmission of shares, nonreceipt of annual report,
nonreceipt of declared dividends, issue of new/duplicate certificates, dematerialization /
rematerialization of Shares and debentures, general meetings etc;
(2) review of measures taken for effective exercise of voting rights by shareholders;
(3) review of adherence to the service standards adopted by the company in respect of
various services being rendered by the Registrar and Share Transfer Agent;
(4) review of the various measures and initiatives taken by the company for reducing
the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company;
(5) to look into the reasons for any defaults in the payment to the Depositors,
Debenture holders, Shareholders (in case of nonpayment of declared dividends) and
Creditors;
(6) carrying out any other function as is mentioned in the terms of reference of the
Stakeholder's Relationship committee.
Details of Complaints / Queries received and redressed during 1st April, 2023 to 31st
March, 2024:
Number of shareholders' complaints pending at the beginning of the
year |
Number of shareholders' complaints received during the year |
Number of shareholders' complaints redressed during the year |
Number of shareholders' complaints pending at the end of the year |
Nil |
Nil |
NA |
Nil |
BOARD EVALUATION:
Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013
the Board has carried out an evaluation of its own performance, the directors individually
as well as the evaluation of the working of its Audit, Appointment & Remuneration
Committees. The performance evaluations of Independent Directors were also carried out and
the same was noted. Independent Directors in their meeting decided to bring more
transparency in their performance and bring more responsibility while taking any policy
decisions for the benefit of the shareholders in general.
AUDITORS AND AUDITORS' REPORT:
M/s. Bipin & Co., Chartered Accountants, Vadodara (FRN 101509W), Statutory Auditors
of the Company to hold office from the conclusion this AGM until the conclusion of the AGM
to be held in the year of 2030, for period of 5 years.
The observations made by the Auditors' in their Auditors' Report and the Notes on
Accounts referred to in the Auditors' Report are selfexplanatory and do not call for any
further comments.
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no systems set up for
Internal Controls.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the
Annual Return as on 31st March 2025 is available on the website of the Company at
www.amerisebiosciencesltd.life
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to the shareholders
and it includes discussion on matters as required forming part of this report is annexed
herewith.
40TH ANNUAL REPORT 202425
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has
appointed M/s. Daksha Negi & Associates, Company Secretaries to undertake the
Secretarial Audit of the Company. The Secretarial Audit report in the prescribed Form No
MR3 is annexed herewith.
CERTIFICATE OF NONDISQUALIFICATION OF DIRECTORS:
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 a certificate obtain from
Practicing Company Secretary that none of the Directors on the Board of the Company for
the Financial Year ended on 31st March, 2025 has been debarred or disqualified from being
appointed or continuing as Directors of companies by the Securities and Exchange Board of
India, the Ministry of Corporate Affairs, or any such other Statutory Authority.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibility
initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule
9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said
provisions are not applicable.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:
Sr. No. |
Qualifications made by Secretarial Auditor |
Explanations by the Board |
a) |
The Company has decided not to opt for Corporate Governance Report in
compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for the time being. |
The paid up capital and net worth is below the prescribed limit for
mandatory applicability of Corporate Governance Report so the Company has decided not to
opt for the time being. |
b) |
The company has not complied with certain regulation of SEBI (LODR)
Regulations, 2015 as regards publication of Notice of Board Meeting, Notice of AGM,
quarterly results. |
The company will take necessary steps to comply with the same. |
c) |
As per section 138 of the Companies Act, 2013, the Company is required
to appoint Internal Auditor. The Company has not appointed Internal Auditor. |
The size of operation of the Company is very small, it is not viable to
appoint Internal Auditor but the Company has established the internal control system. |
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
not required to be given as there were no employees coming within the purview of this
section.
CORPORATE GOVERNANCE REPORT:
Pursuance of Regulation 15 (2) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the compliance with the corporate governance provisions
shall not applicable in respect of:
a. the listed entity having paid up equity share capital not exceeding rupees ten crore
and net worth not exceeding rupees twenty five crore, as on the last day of the previous
financial year;
b. the listed entity which has listed its specified securities on the SME Exchange.
Accordingly the paid up capital and net worth is below the prescribed limit for
mandatory applicability of Corporate Governance clause. The Company has decided not to opt
for compliance of Regulation 27 (2) of SEBI (LODR) Regulation, 2015 for the time being.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as required to be
given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The
Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not
carried out in the manufacturing activities. The foreign exchange earnings on account of
the operation of the Company during the year was Rs. Nil.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of subsection (3) of
Section 134 of the Companies Act, 2013, shall state that:
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation by way of notes to accounts relating to
material departures;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit or loss of the Company for that period;
c) the Directors have taken proper and sufficient care 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 and detecting fraud and other
irregularities;
e) Directors have prepared the accounts on a "going concern basis".
f) 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.
DISCLOSURE UNDER PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ("POSH
")(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company has zero
tolerance for sexual harassment at workplace and has adopted a policy against sexual
harassment in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The
Company has not received any sexual harassment related complaints during the year 202425.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS
PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies
(Appointment & Remuneration) Rules, 2014, every Listed Company mandates to disclose in
the Board's Report the ratio of the remuneration of each director to the permanent
employee's remuneration. However, since there is no permanent employee in the Company, no
disclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities, hence the Business
Risk is at the Minimal Level. Hence, no major risk factors are envisaged except for:
a. Government Policies
b. Human Resource Risk
VIGIL MECHANISM:
As the Company does not have any significant business activity, there was no need to
have a Vigil Mechanism Policy.
GENERAL:
The Board of Directors state that no disclosure or reporting is required in respect of
the following matters as there were no transactions or applicability pertaining to these
matters during the year under review:
i) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of
the Company.
ii) Payment of remuneration or commission from any of its subsidiary companies to the
Managing Director/ Whole Time Director of the Company.
iii) Voting rights which are not directly exercised by the employees in respect of
shares for the subscription/ purchase of which loan was given by the Company (as there is
no scheme pursuant to which such persons can beneficially hold shares as envisaged under
section 67(3)(c) of the Companies Act, 2013).
iv) Details of any application filed for corporate insolvency under Corporate
Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.
v) One time settlement of loan obtained from the banks or financial institutions.
MATERNITY BENEFIT( Rule 8(5)(xiii) of Companies (Account) Rules, 2014)
The Company affirms that it has duly complied with all provisions of the Maternity
Benefit Act, 1961, and has extended all statutory benefits to eligible women employees
during the year 202425.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the assistance and
cooperation received from the Banks, Government Authorities, Customers, and Shareholders
during the year. Your directors also wish to take on record their deep sense of
appreciation for the committed services of the employees at all levels, which has made our
Company successful in the business.
For and on Behalf of the Board For, AMERISE BIOSCIENCES LIMITED
Place: Ahmedabad Date: 19.05.2025
KELASH BUNKAR DINESHKUMAR RATHOD
Director Wholetime Director
DIN: 10911360 DIN: 09406871