DIRECTORS REPORT Dear Shareholders, Your Directors have pleasure in submitting the 23rd Annual Report of the Company for the year ended 31st March, 2015. 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, TOINT 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/-Bhavin S. Shah Managing Director Sd/- Yogesh M. Shah Director Place: Mumbai Date: 14th August, 2015 |