FOR THE FINANCIAL YEAR 2024-2025
To
The Members
Prism Medico and Pharmacy Limited
Your Directors have pleasure in presenting their 23rd Annual Report covering
the operational and financial performance of your Company along with the Audited Financial
Statements for the financial year ended March 31, 2025.
1. FINANCIAL HIGHLIGHTS
The Standalone Financial results are briefly indicated below:
| Particulars |
2024-2025 |
2023-2024 |
| Revenue from Operations |
63.19 |
292.52 |
| Other Income |
1.65 |
12.22 |
| Profit/Loss before Depreciation, Finance Costs, |
(5.99) |
(1.56) |
| Exceptional items and Tax Expense. |
|
|
| Less: Depreciation/ Amortisation /Impairment |
0.42 |
0.53 |
| Profit/Loss before Finance Costs, Exceptional items and Tax Expense |
(6.41) |
(2.09) |
| Less: Finance Costs |
0.17 |
0.71 |
| Profit/Loss before Exceptional items and Tax Expense |
(6.58) |
(2.80) |
| Add/(less): Exceptional items |
0.00 |
0.00 |
| Profit/Loss before Tax Expense |
(6.58) |
(2.80) |
| Less: Tax Expense |
|
|
| Current Tax |
0.00 |
0.00 |
| Deferred Tax |
1.71 |
0.66 |
| MAT Credit Entitlement |
0.00 |
0.00 |
| Profit/Loss for the year |
(4.87) |
(2.14) |
2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
Your management has prepared the financial statements for the financial year ended
March 31, 2025 in terms of Sections 129, 133 and Schedule III of the Companies Act, 2013
read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The company
has incurred loss of Rs. 4.87 lakh during the financial year under review. Your Directors
expect to achieve better performance in the future taking maximum efforts to control the
costs and optimize the results in the coming years.
3. CHANGE IN NATURE OF BUSINESS
During the financial year 2024-2025, there has been no change in nature of business of
the company.
4. TRANSFER TO RESERVES
The debit balance of profit and loss account for the financial year ended 31st
March, 2025 amounting to Rs. 4.87 lakh has been transferred to reserves and surplus.
5. DIVIDEND
The directors do not recommend any dividend due to losses incurred during the previous
financial year.
6. SHARE CAPITAL
The Authorized Share Capital of the company as on March 31, 2025 stands at Rs. 25 crore
divided into 2,50,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid
up capital share capital of the company remains at Rs. 6,06,34,280 divided into 60,63,428
equity shares of Rs. 10/- each. There was no change in the share capital of the company
during the financial year 2024-2025.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE
FINANCIAL YEAR AND THE DATE OF THIS REPORT
There are no material changes and commitments in the business operations affecting the
financial position of the company from the financial year ended 31st March,
2025 to the date of signing of the Director's Report.
8. ADOPTION OF INDIAN ACCOUNTING STANDARD (INDAS)
The Ministry of Corporate Affairs vide notification dated 16th February,
2015 made it mandatory in a phased manner for adoption and applicability of Indian
Accounting Standards (Ind AS) for companies other than Banking, Insurance and Non-Banking
Finance Companies. Rule 4 of the Companies (Indian Accounting Standards) Rules, 2015
specifies the classes of companies which shall comply with the Ind AS in preparation of
the financial statements. In accordance with clause (iii) of sub rule (1) of the Rule 4 of
the Companies (Indian Accounting Standards) Rules, 2015, the compliance of Indian
Accounting Standards was applicable and mandatory to the company for the accounting period
beginning from 1st April, 2017. The financial statements for the year under
review have been prepared in accordance with the Ind AS.
9. DEPOSITS
During the period under review the company has neither accepted nor invited any Public
deposits. Hence, the provisions of Section 76 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 are not applicable.
10. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility are not applicable as the company is having net worth of less than rupees
five hundred crore, turnover of less than rupees one thousand crore and net profit less
than rupees five crore.
11. RELATED PARTY TRANSACTIONS
During the financial year ended March 31, 2025, the company has entered into
transactions with the related parties as defined under the Companies Act, 2013 read with
Rules framed thereunder. The company has formulated a policy on related party transactions
and the said policy has been uploaded on the website of the company at
www.prismmedico.com.
Form AOC-2 containing particulars of contracts or arrangements entered into by the
company with related parties referred in Section 188(1) of the Companies Act, 2013 is
attached as “Annexure A”. The particulars of related parties and related
disclosures are also given in the notes to the financial statements.
12. NUMBER OF BOARD MEETINGS
The Board has met 7 (Seven) times during the financial year, the details of which are
as follows: 03rd May, 2024, 29th May, 2024, 14th August,
2024, 22nd August, 2024, 05th September, 2024, 14th
November, 2024, and 14th February, 2025.
Details of Attendance of Directors:
| Name of the Director |
Number of Meetings entitled to attend |
Number of Meetings attended |
| 1. Ms. Sakshi Laller |
7 |
7 |
| 2. Mr. Vishwambhar Dayal Gupta (upto 14th November, 2024) |
5 |
0 |
| 3. Mr. Davender Singh |
7 |
7 |
| 4. Mr. Pardeep Kumar |
7 |
7 |
| 5. Mr. Dinesh Kumar |
7 |
7 |
Details of number of meeting attended by Directors:
| Date of Meeting |
Number of Directors entitled to attend |
Number of Directors attended |
| 1. 03/05/2024 |
5 |
4 |
| 2. 29/05/2024 |
5 |
4 |
| 3. 14/08/2024 |
5 |
4 |
| 4. 22/08/2024 |
5 |
4 |
| 5. 05/09/2024 |
5 |
4 |
| 6. 14/11/2024 |
4 |
4 |
| 7. 14/02/2025 |
4 |
4 |
13. COMPOSITION OF COMMITTEES
As per the applicable provisions of the Companies Act, 2013 and Securities Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2018, three
committees have been constituted in the company which are as follows:
Audit Committee
The Board of Directors of the company has duly constituted an Audit Committee in
compliance with the provisions of Section 177 of the Companies Act, 2013, the Rules framed
there under read with Regulation 18 of the Listing Regulations. The terms of reference of
the Audit Committee have been duly approved by the Board of Directors. The recommendations
made by the Audit Committee were accepted by the Board.
The committee met 6 (Six) times during the F.Y. 2024-2025:
| Date of Meeting |
Number of Members entitled to attend |
Number of Members attended |
| 1. 03/05/2024 |
3 |
3 |
| 2. 29/05/2024 |
3 |
3 |
| 3. 14/08/2024 |
3 |
3 |
| 4. 05/09/2024 |
3 |
3 |
| 5. 14/11/2024 |
3 |
3 |
| 6. 14/02/2025 |
3 |
3 |
The details of composition and attendance of Members of the Audit Committee as on
31.03.2025 are as follows:
| Name of the Director |
Category/ Designation |
Number of Committee Meetings entitled to attend |
Number of Committee Meetings attended |
| 1. Mr. Davinder Singh |
Member and Non- Executive Director. |
6 |
6 |
| 2. Mr. Pardeep Kumar |
Member and Independent Non- Executive Director. |
6 |
6 |
| 3. Mr. Dinesh Kumar |
Member and Independent Non- Executive Director. |
6 |
6 |
Nomination and Remuneration Committee
The committee met 5 (Five) times during the F.Y. 2024-2025:
| Date of Meeting |
Number of Members entitled to attend |
Number of Members attended |
| 1. 03/05/2024 |
3 |
3 |
| 2. 14/08/2024 |
3 |
3 |
| 3. 05/09/2024 |
3 |
3 |
| 4. 14/11/2024 |
3 |
3 |
| 5. 14/02/2025 |
3 |
3 |
The details of composition and attendance of Members of the Nomination and Remuneration
Committee as on 31.03.2025 are as follows:
| Name of the Director |
Category/ Designation |
Number of Committee Meetings entitled to attend |
Number of Committee Meetings attended |
| 1. Mr. Davinder Singh |
Member and Non- Executive Director. |
5 |
5 |
| 2. Mr. Pardeep Kumar |
Member and Independent Non- Executive Director. |
5 |
5 |
| 3. Mr. Dinesh Kumar |
Member and Independent Non- Executive Director. |
5 |
5 |
Stakeholder Grievance Committee
The Board of Directors of the Company constituted a Stakeholders Relationship Committee
of the Board in terms of the requirements of Section 178 of the Companies Act, 2013 and
Rules framed thereunder read with Regulation 20 of the Listing Regulations.
The committee met 2 (Twice) times during the F.Y. 2024-2025:
| Date of Meeting |
Number of Members entitled to attend |
Number of Members attended |
| 1. 03/05/2024 |
3 |
3 |
| 2. 14/11/2024 |
3 |
3 |
The details of composition and attendance of Members of the Stakeholder Grievance
Committee as on 31.03.2024 are as follows:
| Name of the Director |
Category/ Designation |
Number of Committee Meetings entitled to attend |
Number of Committee Meetings attended |
| 1. Mr. Davinder Singh |
Member and Non- Executive Director. |
2 |
2 |
| 3. Mr. Pardeep Kumar |
Member and Independent Non- Executive Director. |
2 |
2 |
| 4. Mr. Dinesh Kumar |
Member and Independent Non- Executive Director. |
2 |
2 |
14. DIRECTORS AND KEY MANAGERIALPERSONNEL
RE-APPOINTMENT OF DIRECTOR:
Mrs. Sakshi Laller (DIN: 10163397), who retires by rotation being eligible offers
herself for reappointment at the ensuing Annual General Meeting.
INDEPENDENT DIRECTORS:
The company has received declaration from all the Independent Directors of the company
confirming that they meet with criteria of Independence as prescribed under sub-section
(6) of Section 149 of the Companies Act, 2013 and under Regulation 25 of the SEBI (LODR)
Regulations 2015 with the Stock Exchanges. The Independent Directors have met once during
the financial year 2024-2025 on 14th February, 2025 without the attendance of
non-independent directors and members of the Management. None of the Directors of your
company is disqualified under Section 162 (2) of the Companies Act, 2013. As required by
law, this position is also reflected in the Auditors' Report.
APPOINTMENT/CESSATION/CHANGE IN DESIGNATION OF DIRECTOR(S) AND KMP'S:
The details of change in Directors of the company are as follows:
| Name of the Director/KMP's |
Designation |
Appointment/Cessation /Change in Designation |
Date of Appointment/Cessation /Change in Designation |
| 1. Mr. Vishwambhar Dayal Gupta |
Director |
Cessation |
14th November, 2024 |
KEY MANAGERIALPERSONNEL:
As on 31st March, 2025 following persons have been designated as Key
Managerial Personnel of the company pursuant to Section 2(51) and Section 203 of the Act,
read with the Rules framed thereunder:
i. Mr. Bharat Singh - Chief Financial Officer.
ii. Mr. Sameer Gupta - Company Secretary
15. SUBSIDIARIES/ASSOCIATES/JOINT VENTURES
During the year under review, the company has no joint ventures, subsidiaries and
associate companies as per the provisions of Companies Act, 2013.
16. DIRECTOR‘S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with
respect to Directors Responsibilities Statement, it is hereby confirmed:
(i) that in the preparation of the annual accounts for the financial year ended 31st
March, 2025 the applicable Indian accounting standards had been followed along with proper
explanation relating to material departures.
(ii) that the Directors has 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 the year review.
(iii) that the Directors had 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, and,
(iv) the Directors had prepared the accounts for the financial year ended 31st
March, 2025 on a going concern basis.
(v) 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.
(vi) 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.
17. EXTRACT OF ANNUAL RETURN
The Annual Return of the company for the financial year ended 31st March, 2025 shall be
filed on the Ministry of Corporate Affairs (MCA) portal in the requisite e-form pursuant
to the provisions of Section 92 of the Companies Act, 2013 (as amended from time to time)
and the same shall also be available on the website of the Company at www.prismmedico.com.
18. MANAGEMENT DISCUSSION ANALYSIS REPORT
The details forming part of Management Discussion and Analysis Report are annexed to
the Board Report as “Annexure B”. 19. PARTICULARS OF EMPLOYEES
The disclosures required under Section 197 of the Companies Act, 2013 read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as
amended up to date are not applicable since the company has no such employees. However,
requisite disclosure is annexed as “Annexure C”.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information in accordance with the provisions of Section 134 (3)(m) of the Act read
with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, regarding Conservation of Energy and Technology Absorption and is not applicable on
the company. However, the information regarding foreign exchange earned and spent during
the financial year under review in requisite format is attached as “Annexure D”.
21. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made
there under, the company had appointed M/s. SDK & Associates, Company Secretaries,
Chandigarh (A peer reviewed firm), to undertake the Secretarial Audit of the company for
the year ended March 31, 2025. The Secretarial Audit Report (MR-3) issued in this regard
is annexed as “Annexure E”. The reply of the management to qualification or
reservation or adverse remarks of the Secretarial Auditor is as follows:
| Qualification or Reservation or Adverse Remarks |
Reply of the Management |
| 1. During the financial year under review, the company has submitted the
“Statement of Investor Complaints”, “Certificate of non-applicability of
Corporate Governance Regulation” and “Shareholding Pattern” for the quarter
ended 30th June, 2024 with the Metropolitan Stock Exchange of India Limited
(MSEI) beyond the prescribed time. (Regulation 13. 27 and 31 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015) |
Due to the non-functioning of Metropolitan Stock Exchange of India Limited (MSEI)
portal the documents could not be uploaded on the portal. Further a mail informing the
Stock Exchange about the non-functioning of the portal was sent by the management and the
requisite documents were uploaded on the subsequent day when the portal became functional. |
| 2. During the financial year under review, the company has submitted the
“Reconciliation of Share Capital Audit Report” for the quarter ended 30th
September, 2024 with the Stock Exchanges (BSE and MSEI) beyond the prescribed time.
(Regulation 55A of SEBI (Depositories and Participants) Regulations,1996) |
The management has taken note of the same and shall ensure that the requisite
compliances are made within the prescribed time in the future. |
| 3. During the financial year under review, the company has submitted the outcome of
Board Meeting held on 29th May, 2024 in pdf format with the Stock Exchanges
(BSE and MSEI) beyond the prescribed time. (Regulation 30 of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015) |
Due to the connectivity issues the outcome of the Board Meeting could not be uploaded
within the prescribed time. Further a mail informing the Stock Exchange about the same was
sent by the management and the requisite documents were uploaded as soon as the
connectivity issue was resolved. |
| 4. During the financial year under review, the company has submitted the outcome of
Board Meeting held on 14th November, 2024 in pdf format with the Bombay Stock
Exchanges (BSE) beyond the prescribed time. (Regulation 30 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015) |
Due to the non-receipt of OTP from BSE for log in the outcome of the Board Meeting
could not be uploaded within the prescribed time. Further a mail informing the Stock
Exchange about the same was sent by the management and the requisite documents were
uploaded as soon as the OTP was received. |
| 5. During the financial year under review, the certificate of “Non-applicability
of Regulation 27 on Corporate Governance” for the quarter ended 30th June,
2024 and 30th September, 2024 filed with the Stock Exchanges (BSE and MSEI) was
inadequate, as the same was not accompanied by a certificate from a practicing
professional with respect to paid-up capital and net worth of the company for the previous
three financial years. (Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015) |
The management has taken note of the same and the requisite certificate has been
submitted by the management with the Stock Exchanges. |
| 6. During the financial year under review, “The Statement of impact of Audit
Qualifications” in XBRL format was not submitted with the Stock Exchanges (BSE and
MSEI) alongwith the financial results submitted for the financial year ended 31st
March, 2024. (Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015) |
The management has taken note of the same and shall ensure that the requisite
compliances are made within the prescribed time in the future. |
| 7. During the financial year under review, the company has submitted “The
Integrated Filing (Financial)” for the quarter ended 31st December, 2024
with the Stock Exchange (BSE) beyond the prescribed time. (Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015) |
The management has taken note of the same and shall ensure that the requisite
compliances are made within the prescribed time in the future. |
| 8. During the financial year under review, “The Disclosure of Related Party
Transactions” for the half year ended 31st March, 2024 was filed with the
Stock Exchanges (BSE and MSEI) beyond the prescribed time and the disclosure submitted in
“Pdf format” was not as per the format prescribed by Securities and Exchange
Board of India (SEBI). (Regulation 23 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015) |
The management has taken note of the same and shall ensure that the requisite
compliances are made within the prescribed time in the future. |
| 9. During the financial year under review, “The Proceedings of Annual General
Meeting” held on 30th September, 2024 were submitted with the Stock
Exchanges (BSE and MSEI) beyond the prescribed time. (Regulation 30 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015) |
The management has taken note of the same and shall ensure that the requisite
compliances are made within the prescribed time in the future. |
| 10. During the financial year under review, the disclosure required to be submitted
under Regulation 31(4) of Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 for the financial year ended 31st March, 2024
was submitted beyond the prescribed time. |
The management has taken note of the same and shall ensure that the requisite
compliances are made within the prescribed time in the future. |
| 11. During the financial year under review, the website of the company was not found
functional at the time of our audit. Hence, the contents of the same could not be
verified. (Regulation 46 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015) |
The website of the company was under maintenance at the time of audit. However, the
same is functional and updated. |
| 12. During the financial year under review, the disclosure of closure of trading
window for the quarter ended 30th June, 2024 was filed after the end of the quarter i.e.
on 08th July, 2024. (Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015) |
The management has taken note of the same and shall ensure that the requisite
compliances are made within the prescribed time in the future. |
| 13. The Independent Directors appointed by the company do not meet the eligibility
criteria as prescribed under Rule 6(4) of the Companies (Appointment and Qualifications of
Directors) Rules, 2014. |
The management has taken note of the same and shall ensure that the requisite
compliance is made at the earliest. |
22. AUDITORS AND AUDITORS REPORT
The statutory auditors of the company i.e. M/s. Harjeet Parvesh and Company, Chartered
Accountants had tendered their resignation as the statutory auditors of the company with
effect from 16th July, 2025. Your Directors have appointed M/s. Garg Mendiratta
and Associates, Chartered Accountants as the statutory auditors of the company to fill the
said casual vacancy, to hold the office upto the conclusion of Annual General Meeting to
be held for the financial year ending 31st March, 2026. Further, pursuant to
the provisions of Section 139(8) of the Companies Act, 2013, the Board of Directors
recommend the ratification of appointment of M/s. Garg Mendiratta and Associates,
Chartered Accountants, as the statutory auditors of the company to hold office till the
conclusion of Annual General Meeting to be held for the Financial year ending 31st
March, 2026.
There is no qualification, reservation, adverse remark or disclaimer given by the
Auditors in their Report. During the year under review, the Auditors had not reported any
matter under Section 143 (12) of the Companies Act, 2013.
23. CASH FLOW ANALYSIS
In conformity with the provisions of Clause 34(2) of SEBI (LODR) Regulations, 2015, the
Cash Flow Statement for the year ended on 31st March, 2025 forms an integral
part of the Financial Statements.
24. MECHANISM FOR EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI
(LODR) Regulation 2015, a structured procedure was adopted after taking into consideration
of the various aspects of the Board's functioning composition of the Board and its
committees, execution and performance of specific duties, obligations and governance.
The performance evaluation of the independent Directors was completed in time. The
performance evaluation of the Chairman and the Non-independent Directors was carried out
by the Independent Directors. The Board of Directors expresses their satisfaction with the
evaluation process. The performance of each committee has been evaluated by its members
and found to be highly satisfactory. On the basis of this exercise, the Board has decided
that all Independent Directors should continue to be on the Board.
25. IMPLEMENTATION OF RISK MANAGEMENT POLICY
The company has formulated a policy and process for risk management. The company has
set up a core group of leadership team, which identifies, assesses the risks and the
trends, exposure and potential impact analysis at different level and lays down the
procedure for minimization of risks. Risk management forms an integral part of management
policy and is an ongoing process integrated with the operations.
The company has identified various strategic, operational and financial risks which may
impact company adversely. However management believes that the mitigation plans for
identified risks are in place and may not threaten the existence of the company.
26. PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS
The company has not given any loan/guarantee or provided any security under the
provisions of Section 186 of the Companies Act, 2013 during the financial year under
review.
27. WHISTLE BLOWER POLICY AND VIGILMECHANISM
The company has formulated and communicated the Whistle Blower Policy to all its
directors and employees and the same is posted on the company's website
www.prismmedico.com (http://prismmedico.in/policy-whit.pdf) The company recognizes the
value of transparency and accountability in its administrative and management practices.
The company promotes the ethical behavior in all its business activities. The company has
adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for
the Directors and employees of the company to approach Audit Committee of the company to
report existing/probable violations of laws, rules, regulations or unethical conduct.
28. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. Further, the company
has Internal Complaint Committees in compliance with the above mentioned Act and Rules.
During the financial year 2024-2025, no such complaint has been received by the company.
29. STOCK EXCHANGES
The company's shares are listed on the following Stock Exchanges:
Bombay Stock Exchange Limited (BSE Limited) Metropolitan Stock Exchange of India
Limited (MSEI Limited)
30. LISTING FEES
The Annual Listing Fee for the financial year 2024-2025 had been paid to those Stock
Exchanges where the company's shares are listed.
31. CORPORATE GOVERNANCE
As per Regulation 15(2) of Securities and Exchange Board of India (Listing Obligation
and Disclosures requirement) Regulation, 2015, report on Corporate Governance is not
applicable, as the company is does not fall within the prescribed ambit as mentioned there
in.
32. NOMINATION AND REMUNERATION POLICY
The appointment and remuneration of Directors is governed by the recommendation of
Nomination and Remuneration Committee and then decided by the Board subject to approval of
the shareholders. The company had made a policy on it and the same is available on the
website of the company https://www.prismmedico.in.
The remuneration payable to the Directors is decided keeping into consideration long
term goals of the company apart from the individual performance expected from a
director(s) in pursuit of the overall objectives of the company.
The remuneration of Executive Director(s) including Managing Director(s) and Whole-time
Director(s) is governed by the recommendation of Nomination and Remuneration Committee as
per the criteria recommended by it and then approved by the Board subject to approval of
the shareholders.
The Non-executive Director(s) may be paid remuneration by way of commission either by
way of monthly payments or specified percentage of net profits of the company or partly by
one way and partly by the other, as may be recommended by Nomination and Remuneration
Committee and then decided by the Board subject to approval of the shareholders.
In accordance with the provisions of the Articles of Association of the company and the
Companies Act, 2013, a sitting fees is paid to the Non-executive Directors of the company
who are not drawing any remuneration described hereinabove, for attending any meeting of
the Board or of any Committee thereof.
The remuneration payable to Directors shall be governed by the ceiling limits specified
under section 197 of the Companies Act, 2013. The remuneration policy for other senior
management employees including key managerial personnel aims at attracting, retaining and
motivating high caliber talent and ensures equity, fairness and consistency in rewarding
the employees. The remuneration to management grade employees involves a blend of fixed
and variable component with performance forming the core.
The components of total remuneration vary for different employee grades and are
governed by industry practices, qualifications and experience of the employees,
responsibilities handled by them, their potentials, etc.
33. INTERNAL AUDITORS AND AUDITORS REPORT
As required under Section 138 of the Companies Act, 2013 read with Rule 13 of the
Companies (Accounts) Rules, 2014 made there under, the company has appointed Internal
Auditors to assess the risk management and to ensure that risk management processes are
efficient, effective, secure and compliant. It is the basic check of internal control of
the organization. An internal audit is an organizational move to check, ensure, monitor
and analyze its own business operations in order to determine how well it conforms to a
set of specific criteria.
34. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your company's internal financial control ensures that all assets of the company are
properly safeguarded and protected, proper prevention and detection of frauds and errors
and all transactions are authorized, recorded and reported appropriately. The company has
an adequate system of internal financial controls commensurate with its size and scale of
operations, procedures and policies, ensuring orderly and efficient conduct of its
business, including adherence to the company's policies, safeguarding of its assets,
prevention and detection of frauds and errors, accuracy and completeness of accounting
records, and timely preparation of reliable financial information.
35. DEMATERILISATION OF SHARES
The company has connectivity with NSDL and CDSL for dematerialization of its equity
shares. The ISIN Number INE730E01016 has been allotted for the company. Further the
company does not have any Equity shares lying in the Suspense Account.
36. MAINTENANCE OF COST RECORDS
The Central Government has not prescribed the maintenance of cost records under Section
148(1) of the Companies Act, 2013 and Rules framed there under with respect to the
company's nature of business.
37. TRANSFER TO INVESTOR PROTECTION AND EDUCATION FUND (IEPF)
There are no unclaimed funds or shares to be deposited to the Investor Protection and
Education Fund as on 31st March, 2025.
38. TRADE RELATIONS
The Board wishes to place on record its appreciation for the support and co-operation
that the company received from its suppliers, distributors, retailers and other
associates. The company has always looked upon them as partners in its progress and has
happily shared with them rewards of growth. It will be company's endeavour to build and
nurture strong links based on mutuality, respect and co-operation with each other and
consistent with customer interest.
39. COMPLIANCE WITH SECRETARIAL STANDARDs ON BOARD AND GENERAL MEETINGS
During the year under review, the company has duly complied with the applicable
provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2) issued by The Institute of Company Secretaries of India(ICSI).
40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There were no significant and material orders passed by the Regulators, Courts or
Tribunals, during the year under review, which would impact the going concern status of
the company and its operations in future.
41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR
The company has not filed any application and no proceeding was pending against the
company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial
year under review.
42. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF There was no such instance during the
Financial Year under review.
41. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT
There is no voluntary revision of Financial Statements or Board's Report in last three
preceding financial years.
42. ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for assistance and co-operation
received from the financial institutions, banks, Government authorities, customers,
vendors and members during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the committed services by the executives,
staff and workers of the company and the shareholders for their support and confidence
reposed on the company.
|
|
For and on Behalf of the Board of Directors |
|
|
For Prism Medico and Pharmacy Limited |
|
Sd/- |
Sd/- |
| Place: Kala Amb |
Sakshi Laller |
Davender Singh |
| Date: 05/09/2025 |
Wholetime Director |
Director |
|
DIN: 10163397 |
DIN: 09447213 |
