The Board of Directors are pleased to present the Company’s 08th Annual Report and the Company’s audited financial statements for the financial year ended 31st March, 2023.
1. OPERATING RESULTS
The operating results of the Company for the year ended 31st March, 2023 are as follow:
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Amount in Rs.
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Particulars
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Year ended 31st March 2023
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Year ended 31st March 2022
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Revenue from Operations
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27,61,82,000
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27,37,30,270
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Profit before tax from continuing operations
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63,28,000
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46,55,727
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Tax Expenses (Including Deferred Tax)
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17,27,000
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Nil
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Profit after Tax
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46,01,000
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39,19,927
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Total Income for the year
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46,01,000
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39,199,27
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2. TRANSFER TO RESERVES
There are no transfers to any specific reserves during the year.
3. THE STATE OF THE COMPANY’S AFFAIR
During the year under review, your Company achieved total revenue from operations of Rs. 27,61,82,000/- (previous year Rs. 27,37,30,270/-).
The profit after tax is at Rs. 46,01,000/- (Previous year Rs. 39,19,927/-).
4. DIVIDEND
Your Directors do not recommend any divided for the financial year 2022-2023.
5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial Statement is part of the Annual Report.
6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of the Company.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.
There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.
8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director’s Report.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Risk Management Committee and the Board of Directors of the Company. The Company has constituted Risk Management Committee and its risk management policy is available on the website of the Company.
10. INTERNAL CONTROL SYSTEM
The Company’s internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company “To be the most sustainable and competitive Company in our industry”. The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the year under review, your Company has not made any investment, given any loan or guarantee falling within the meaning of section 186 of the Companies Act, 2013 and the rules made thereunder.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on arm’s length basis, in the ordinary co urse of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.
The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
However, the details of the transactions with Related Party are provided in the Company’s financial statements in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board.
13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.
14. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return Financial Year 2022-23. http: / /www.rajnishwellness.com/
15. NUMBER OF BOARD MEETINGS, GENERAL MEETING CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year, the Board met 14 times on 25/04/2022, 03/05/2022, 27/05/2022, 30/05/2022, 02/06/2022, 13/06/2022, 22/06/2022, 25/07/2022, 10/08/2022, 07/09/2022, 27/10/2022, 24/11/2022,13/01/2023,& 10/03/2023.
16. DIRECTORS’ RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirms:
• That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.
• That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2023, and that of the profit of the Company for the year ended on that date.
• That proper and 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 and detecting fraud and other irregularities.
• That the annual accounts have been prepared on a going concern basis.
• The Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
• The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
17. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
18. ARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure C to this report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.
The policy is available on the Company’s website. www.rajnishwellness.com.
19. DIRECTORS
Ms. Sanjjari Sanju Kashyap is liable to retire by rotation in this ensuing Annual General Meeting and being eligible she has offered herself for reappointment.
During the Financial Year;
Ms. Preeti was appointed as an independent director of the company for a consecutive term of 5 years commencing from September 07, 2022.
Ms. Shalini Vijendra Mishra Resigned from her positions as Non-executive Director of the Company, with effect from May 31, 2022.
Ms. Richa Anil Dua has been appointed as Non-Executive Non-Independent Director of the Company, with effect from June 01, 2022.
Your Directors recommend her re-appointment. Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
There has been no change in the circumstances affecting their status as Independent Directors of the Company.
20. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant
expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.
21. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
22. STATUTORY AUDITORS
The Members of the Company in the Annual General Meeting held on 30th September 2022 appointed M/s. Rishi Sekhri & Associates (FRN 128216W), Chartered Accountants as Statutory Auditors of your Company for a period of 5 years from the conclusion of the 07th Annual General Meeting till the conclusion of 12th consecutive Annual General Meeting to be held in the year 2027.
23. SECRETARIAL AUDITORS
The Company has appointed M/s. Jaymin Modi & Co., Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2022-2023 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report for the FY 2022-23 is annexed herewith and forms part of this report as Annexure D. Secretarial Audit is not applicable to the Subsidiary, not being a material subsidiary.
24. INTERNAL AUDITORS
M/s. MBNK & Associates were appointed as internal auditors by the Board for the financial year 2022-23.
25. COST RECORDS AND COST AUDIT
The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2022-23. Accordingly, such accounts and records are not made and maintained by the Company for the said period.
26. DIVIDEND DISTRIBUTION POLICY
The Company has formulated a Dividend Distribution Policy as required under regulation 43A of the Listing Regulations. The said Policy is uploaded on the Company's website. The web link of the same is as follows: https://rajnishwellness.com/codes-policies-others/
27. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The report of the Statutory Auditor, Secretarial Auditor and Internal Auditor does not have any qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management’s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed to this Annual Report as Annexure E.
29. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Holding, Subsidiary, Joint Ventures And Associate Companies.
30. VIGIL MECHANISM
The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns.
The Vigil Mechanism Policy is available at the website of the Company: www.rajnishwellness.com.
31. REPORTING OF FRAUD BY AUDITORS
During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.
32. ANNUAL EVALUATION BY THE BOARD
In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review.
33. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the Company occurred during the financial year.
34. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company’s operations in future.
35. DETAILS OF FAMILIARIZATION PROGRAMMED IMPARTED TO INDEPENDENT DIRECTORS FOR THE FINANCIAL YEAR 2022-2023
On appointment, the concerned Director is issued a Letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through an induction and familiarization program including the presentation and interactive session with the Committee Members and other Functional Heads on the Company’s finance and other important aspects.
36. CORPORATE GOVERNANCE
Your company will continue to uphold the true spirit of Corporate Governance and implement the best governance practices. A report on Corporate Governance pursuant to the provisions of Corporate Governance Code stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure F.
The complete details of the various board committees are also provided therein along with Secretarial Auditors’ Certificate regarding compliance of conditions of corporate governance.
37. OTHER DISCLOSURES
The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable. No proceedings against the Company are initiated or pending under the Insolvency and Bankruptcy Code, 2016. The 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 - Not Applicable.
38. POLICIES
The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company.
39. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report for the financial year ended 31st March, 2023, as stipulated under Regulation 34(2) of SEBI LODR Regulations is provided as a separate section in the Annual Report.
40. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.
41. ENHANCING SHAREHOLDER VALUE
Your Company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organisational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximising longterm value for shareholders.
42. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than rupees Five Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.
43. ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, banks, suppliers and other business associates.
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