The Board hereby presents the 31st Annual Report along with Audited Statements of Accounts for theFinancial Year ended March 31, 2024.
Particulars
Amount In Lakhs
2023-24
2022-23
Income:
Revenue from operations
1322.31
1327.33
Other Income
138.97
123.94
Total Revenue (I)
1461.28
1451.27
Expenses:
Cost of Goods Sold
912.86
922.98
Employee benefit expense
131.03
90.19
Other expenses
217.34
264.10
Total (II)
1261.23
1277.27
Earning/(loss) before interest, tax, depreciation andamortization (EBITDA) (I) - (II)
200.05
174.00
Depreciation and amortization expense
71.15
62.18
Finance cost
0.76
0.13
Profit for the year
128.14
111.69
Current tax
28.50
19.65
Deferred tax
59.04
(66.16)
Profit after tax
40.61
158.20
Total comprehensive income for the year
41.36
151.68
Net Worth
2183.88
2143.27
In view of further expansion, directors do not recommend any dividend on equity shares for the yearended on 31st March, 2024.
The closing balance of the retained earnings of the Company for Financial year 2023-2024, after allappropriation and adjustments was Rs. 41.36 Lakhs.
OPERATIONS
The Company has a team of experienced Marketing Representatives for Over the Counter & Ethicalmarketing in Maharashtra & Gujarat. The Company is also a registered member of various online portalsto generate leads. The Company is a manufacturer and supplier of Ayurvedic medicines, oral careproducts and personal care products.
CORPORATE GOVERNANCE
As per SEBI Listing Regulations, corporate governance report with auditors' certificate thereon andmanagement discussion and analysis are attached, which forms part of this report.
PERFORMANCE
The turnover of the Company for the year under review is Rs. 1322.31 Lakhs as against Rs. 1327.33 Lakhsin the previous year. Your Directors are hopeful to improve the growth rate in turnover and profitabilityin current year.
Net Profit before tax for the year under review is Rs. 128.14 Lakhs as against Rs. 111.69 Lakhs in theprevious year. Net Profit after tax and other provisions is at Rs. 40.61 Lakhs as against Net Profit of Rs.158.20 Lakhs in the previous year.
FUTURE PROSPECTS
The Company is manufacturing toothpaste and other cosmetic products. The Company is also exportingthe products. The Company has also increased its focus on third party manufacturing contracts andintroduced new products as per market trends.
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 oroperation was observed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Chetan Mehta, Mr. Prakashbhai Shah and Mr. Nilesh Shah have beenappointed as Independent Directors of the Company. Mr. Arvind Shah, Mr. Dharnendra Shah and Mr.Mitesh Kuvadia have retired as Independent Directors of the Company. The Company has receiveddeclarations from all the Independent Directors of the Company confirming that they meet the criteria ofindependence as prescribed under the Companies Act, 2013 and the Listing Agreement.
Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the Board has carriedout an annual performance evaluation of its own performance, and of the directors individually, as wellas the evaluation of its compliance committees. The manner in which the evaluation has been carried outhas been explained in detail in the Corporate Governance Report, which forms part of this AnnualReport.
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 or ceased to be a subsidiary, joint venture or associate during the financial year2023-24.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;
b) They have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31, 2024 and of the Profit and Loss of the Company for the year ended onthat date;
c) They have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and are operating effectively; and
f) They have devised proper systems to ensure compliance with the provisions of all applicable lawsand 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 withrelated parties were in the ordinary course of business and on an arm's length basis. Directors drawattention of the members to note no. 34 to the financial statement which sets out related party disclosures.
AUDITORS & AUDITORS' REPORT
Board of Directors have appointed M/s. Jayesh R. Shah & Co., Chartered Accountants in the AnnualGeneral Meeting held on September 30, 2022 for a period of five years to hold office till the conclusion ofthe 35th Annual General Meeting of the Company. They have confirmed their eligibility and they are notdisqualified for appointment.
The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not callfor any further comments. The Auditors' Report does not contain any qualification, reservation oradverse remark.
SECRETARIAL AUDITOR
The Board has appointed M/s. Nidhi Shah & Associates, Practising Company Secretary, to conductSecretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year endedMarch 31, 2024 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Reportdoes not contain any qualification, reservation or adverse remark.
The Audit Committee comprises of three Independent Directors namely Mr. Chetan H. Mehta(Chairman), Mr. Prakashbhai C. Shah (Member) and Mr. Nilesh K. Shah (Member). All therecommendations made by the Audit Committee were accepted by the Board.
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of theListing Agreement, comprises of senior executives of the Company. Protected disclosures can be made bya whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the AuditCommittee.
Meetings of the Board
Six meetings of the Board of Directors were held during the year. For further details, please refer reporton Corporate Governance of this Annual Report.
Particulars of loans given, investments made, guarantees given and securities provided are provided inthe notes to the Financial Statements.
Energy conservation continues to be an area of focus for Veerhealth Care. Initiatives to integrate energyefficiency into overall operations are undertaken through operational practices and awareness is createdamongst associates on energy conservation through campaigns and events. The Company continues touse the latest technologies for improving the productivity and quality of its services and products. TheCompany's operations do not require significant import of technology. There was no technologyabsorption and no foreign exchange earnings or outgo, during the year under review. The Company hasnot entered into any technology transfer agreement.
Extract of Annual Return of the Company is annexed herewith marked as Annexure IV to this Report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Actread 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 withRules 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.
The Company is not required to constitute Corporate Social Responsibility Committee in terms of theprovisions of Section 135 of the Companies Act, 2013.
There has been no material changes and commitment affecting the financial position of the Companywhich have occurred between the end of the financial year of the Company to which the financialstatements relate and the date of the report.
Your Directors state that no disclosure or reporting is required in respect of the following items as therewere 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 thegoing 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 theSexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your Directors would like to express their sincere appreciation for the assistance and co-operationreceived from the financial institutions, banks, government authorities and members during the yearunder review. Your Directors also wish to place on record their deep sense of appreciation for thecommitted services by the Company's executives, staff and workers.
Bhavin S. Shah Yogesh M. Shah
Place: Mumbai Managing Director Director
Date: 14thAugust, 2024 DIN: 03129574 DIN: 00169189