| Dear Shareholders,
The Directors have pleasure in submitting the 23rd Annual Report of
the Company for the year ended 31st March, 2015.
FINANCIAL RESULTS
Particulars 31st March 2015 31st March 2014
(Amount in "000") (Amount in "000")
Total Income 18,205 35,256
Net Profit Before Tax 1579 388
Less: Provision For Tax 1011 131
Profit After Tax 568 257
Add: Balance In Profit & Loss c/fd (7,615) (7,556)
Add: Transfer From General Reserve Nil Nil
APPROPRIATIONS
Prior Period Adjustment Nil Nil
General Reserve Nil Nil
Provisions Written Back Nil Nil
Balance C/F. (7,047) (7,615)
DIVIDEND
In view of inadequate profit during the year, the directors do not
recommend any dividend on equity shares for the year ended on 31st
March, 2015.
OPERATIONS
The production in Tablet and Liquid section has started in full swing.
The company has tied up with various stockists and distributors during
the year to market its products. The company has also undertaken
contracts for third party manufacturing during the year. Company also
participated in Vibrant Gujarat Ayurveda World Expo, 2015, and Surat
Municipal Corporation Fair for Herbal Products which has created
awareness of its products in the market. The company has procured
machinery for in-house ointment manufacturing. Installation of the
same is on the verge of completion. The Company is in the process of
obtaining all the mandatory permissions and approvals applicable to
manufacture vegetarian capsules. The company has made arrangements and
entered into MOU with various distributors, marketing and advertising
agencies. Website of the company is fully functional for selling
products online.
CORPORATE GOVERNANCE
Your Company has complied with the mandatory requirements of clause 49
of the listing agreement entered into with the Stock Exchange
regarding Corporate Governance for the Financial Year 2014-2015. The
compliance report along with Auditors Certificate is provided in the
Corporate Governance Report.
PERFORMANCE
The turnover of the Company for the year under review is Rs. 133.04
Lakhs as against Rs. 298.82 Lakhs in the previous year. Your Directors
are hopeful to improve the growth rate in turnover and profitability
in current year.
Net Profit before tax for the year under review is Rs. 15.79 Lakhs as
against Rs. 3.88 Lakhs in the previous year. Net Profit after tax and
other provisions is at Rs. 5.68 Lakhs as against Rs. 2.57 Lakhs in the
previous year.
FUTURE PROSPECTS
The company, currently advertising in the print media is planning to
deploy funds towards advertising on television, radio and other viable
sources as well. The company shall also focus on strengthening the
distribution network. The company shall research and add new range of
products as per the market demand. The company also plans to sell its
products internationally.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
was observed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, members approved the appointments of Mr.
Arvind M. Shah, Dr. Dharnendra B. Shah and Mr. Mitesh J. Kuvadia as
Independent Directors who are not liable to retire by rotation.
Members have re-appointed Mr. Bhavin S. Shah as the Managing Director,
Mr. Yogesh M. Shah as director and appointed Ms. Shruti Y. Shah as
whole-time director, designated as executive director.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Companies Act, 2013 and
Clause 49 of the Listing Agreement.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement with the stock exchanges, the Board has carried
out an annual performance evaluation of its own performance, and of
the directors individually, as well as the evaluation of its
Compliance committees. The manner in which the evaluation has been
carried out has been explained in detail in the Corporate Governance
Report, which forms part of this Annual Report.
The following policies of the Company are annexed to this report:
1) Policy for selection of Directors and determining Directors
independence (Annexure I); and
2) Remuneration Policy for Directors, Key Managerial Personnel and
other employees (Annexure II).
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
No company has become/ceased to be a subsidiary, joint venture or
associate during the financial year 2014-15.
DIRECTORS' RESPONSIBILITY STATEMENT Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards have been followed along
with proper explanation relating to material departures;
b) the Directors have selected such accounting policies and applied
them consistently and 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 at March 31, 2015 and of the Profit and Loss of the
Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern
basis;
e) the Directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis. Directors draw
attention of the members to Note 45 to the financial statement which
sets out related party disclosures.
AUDITORS & AUDITORS' REPORT
M/s. Jayesh R. Shah & Co., Chartered Accountants, Mumbai, holds office
till the conclusion of the ensuing Annual General Meeting and is
eligible for re-appointment. They have confirmed their eligibility to
the effect that their re-appointment, if made, would be within the
prescribed limits under the Act and that they are not disqualified for
re-appointment.
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.
SECRETARIAL AUDITOR
The Board has appointed Mr. Ravindra V. Joshi, Practising Company
Secretary, to conduct Secretarial Audit for the financial year
2014-15. The Secretarial Audit Report for the financial year ended
March 31, 2015 is annexed herewith marked as Annexure III to this
Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
DISCLOSURES Audit Committee
The Audit Committee comprises of three Independent Directors namely
Mr. Arvind M. Shah (Chairman), Dr. Dharnendra B. Shah (Member) and Mr.
Mitesh J. Kuvadia (Member). All the recommendations made by the Audit
Committee were accepted by the Board.
Vigil Mechanism
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement, comprises of senior
executives of the Company. Protected disclosures can be made by a
whistle blower through an e-mail, or dedicated telephone line or a
letter to the Chairman of the Audit Committee.
Meetings of the Board
Four meetings of the Board of Directors were held during the year. For
further details, please refer report on Corporate Governance of this
Annual Report.
Particulars of Loans given, Investments made, Guarantees given and
Securities provided
Particulars of loans given, investments made, guarantees given and
securities provided are provided in the notes to the Financial
Statements.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
There was no technology absorption and no foreign exchange earnings or
outgo, during the year under review. Hence, the information as
required under Section 134(3)(m) of the Companies Act, 2013, read with
the Companies (Accounts) Rules, 2014, is to be regarded as Nil. The
Company has not entered into any technology transfer agreement.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith marked as
Annexure IV to this Report.
Particulars of Employees and related disclosures
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed herewith marked as Annexure V to this Report.
No disclosure or reporting is required 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, as there are no employees drawing remuneration in excess
of the limits set out in the said rules.
Corporate Social Responsibility
The Company is not required to constitute Corporate Social
Responsibility Committee in terms of the provisions of Section 135 and
hence not constituted.
Material Changes and Commitments
There has been no material changes and commitment 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.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and
Company's operations in future.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for
the assistance and co-operation received from the financial
institutions, banks, government authorities 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 Company's
executives, staff and workers.
By Order of the Board of Directors
For Veerhealth Care Limited
Sd/- Sd/-
Bhavin S. Shah Yogesh M. Shah
Managing Director Director
Place: Mumbai
Date: 14th August, 2015 |