Your Directors present the 42nd Annual Report together with the Audited Statement of Accountsfor the year ended March 31, 2024.
PARTICULARS
2023-24(In Million ?)
2022-23(In Million ?)
Profit before depreciation
2.225
(0.254)
Less: Depreciation
-
0.002
Profit before taxes
(0.256)
Less: Current tax
0.626
(0.215)
Less: Tax pertaining to earlier years
0.090
(1.101)
Profit available for appropriation (A)
1.509
(0.573)
Other Comprehensive Income (B)
54.924
26.215
Total Comprehensive Income (A B)
56.433
25.643
Transfer to Reserve fund (C)
Profit for the year (A-C)
Add: Surplus brought forward from last year
79.179
79.006
Add: Transfer from OCI
0.795
0.746
Surplus carried to balance sheet
81.483
During the year under review, the Company earned total revenue of ? 3.623 Million ascompared to last year’s total revenue of ? 3.172 Million, showing a increase of 14%approximately. The Company earned a major share of income from dividends and dealing ininvestments. The Company has earned a Profit After Tax of ? 1.509 Million as againstprevious year’s loss of ? 0.573 Million. Your directors are putting in their best efforts forexploring more business opportunities so as to increase the growth and profitability of theCompany in the years to come.
In order to retain funds for growth and expansion of the Company, your Directors do notrecommend any dividend for the financial year 2023-24.
During the year under review, the company has not transferred any amount to reserves.
Internal Financial Control Systems of the Company have been designed to providereasonable assurance with regard to recording and providing reliable financial andoperational information, complying with applicable Accounting Standards.
Your Company has adopted accounting policies which are in line with the IndianAccounting Standards notified under Section 133 of the Companies Act 2013 read togetherwith the Companies (Indian Accounting Standards) Rules, 2015. These are in accordancewith Generally Accepted Accounting Principles in India. Changes in policies, if any, areapproved by the Audit Committee in consultation with the Statutory Auditors.
There are no subsidiary / associate / joint venture companies associated with the Companyand as such there is no information to be provided in this regard.
Sri Krishna Babu Cherukuri, Dr. Prasad Reddy Kasu, Sri Kameswara Sarma Chavali andSmt. Rukmini Devi Satuluri are the directors of the Company as at the end of the financialyear.
Smt. Krishna Babu Cherukuri (DIN: 00993286) Director of the Company, retires by rotationand being eligible, offers himself for reappointment.
During the period under review, there were no changes that took place in the Directors ofthe Company.
The following changes took place after the closer of the financial year:
S.
No
Name of theDirector
Designation
Nature ofChange
Date of Change
1.
Subramanian
Neelakantan
Additional Director -Independent Director
Appointment
September 05,2024
2.
Revathi
Raghunathan
3.
KameswaraSarma Chavali
Non-Executive NonIndependent Director
Change inDesignation
In accordance with the provisions of the Companies Act, 2013 read with the Rules issuedthereunder, the Listing Regulations and the Articles of Association of the Company, theIndependent Directors of the Company are not liable to retire by rotation.
Following are the Key Managerial Personnel of the Company as per Section 203 ofCompanies Act, 2013 as on the end of financial year.
S. No
Name of the Person
Smt. Rukmini Devi Satuluri
Chief Executive Officer
Sri Murali Damodar Kanuri
Chief Financial Officer
Smt. Swati Ajmera
Company Secretary
During the year under review, the were no changes in the Key Managerial Personnel of theCompany.
In terms of the provisions of Section 134 of the Companies Act, 2013, the Directors carriedout the annual performance evaluation of the Board, Committees of Board and individualDirectors along with assessing the quality, quantity and timeliness of flow of informationbetween the Company management and the Board that is necessary for the Board toeffectively and reasonably perform their duties.
The Board of Directors duly met 4 (Four) times during the Financial Year from April 01,2023 to March 31, 2024 on 29.05.2023, 14.08.2023, 13.11.2023, and 14.02.2024.
The composition and category of Directors, their attendance at the Board Meetings and atthe last AGM held during the FY 2023-24 are as follows:
Category of theDirector
Number ofBoardMeetingsentitled toattend duringthe FY 2023-24
Number ofBoardMeetingsattendedduring the FY2023-24
WhetherattendedAGM heldon
20/09/2023
Prasad Reddy KasuDIN: 00246457
Independent
Director
4
Yes
Kameswara SarmaChavali
DIN: 06933900
Krishna Babu
Cherukuri
DIN: 00993286
Non-Executive
Rukmini DeviSatuluri
DIN: 09547719
Executive
The Company has complied with the provisions of the Companies Act, 2013, SecretarialStandards and Listing Regulations regarding convening and conducting the Board and AuditCommittee Meetings.
Your Company has received declarations from all the Independent Directors confirming thatthey meet the criteria of independence as prescribed under the provisions of Companies Act,2013 read with the Schedules and Rules issued thereunder as well as the ListingRegulations.
During the financial year 2023-24, your Company has not accepted any deposits within themeaning of Sections 73 and 76 of the Companies Act, 2013, read together with theCompanies (Acceptance of Deposits) Rules, 2014.
No material changes have taken place or commitments made, affecting the financial positionof the company, which have occurred between the end of the financial year and the date ofthis report.
M/s Narasimha Rao & Associates (FRN: 002336S), Chartered Accountants, Hyderabad, arethe Statutory Auditors of the Company, who were appointed at the 40th Annual GeneralMeeting of the Company held on September 19, 2022, to hold office till the conclusion ofthe 45th Annual General Meeting.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, yourCompany has appointed Sri. Anandkumar Chainsukh Kasat, Practicing Company Secretary,(CP No. 17420), to conduct the Secretarial Audit of your Company. The Secretarial AuditReport is annexed herewith as Annexure - A to this Report. The Secretarial Audit Reportdoes not contain any qualification, reservation or adverse remark.
The Board of Directors, based on the recommendation of the Audit Committee, hasappointed Sri K Srivas., Chartered Accountant, Hyderabad, as the Internal Auditor of yourCompany.
The Statutory Auditors have commented that the Company has not obtained Certificate ofRegistration from Reserve Bank of India or its consent, in accordance with the provisionsof Section 45 IA of the Reserve Bank of India Act, 1934, for carrying on the business ofdealing in investment in shares and other securities. It is, hereby, clarified that theCompany is not carrying on NBFC activity and that it has invested the Company’s ownfunds in shares. The Company has no borrowings of any kind or public Deposits, nor has itissued any NCDs. However, the Company will take steps to comply with the Reserve Bankof India regulations, as and when required.
Notes to Accounts are self-explanatory and do not call for any further comments.
The provisions relating to maintenance of cost records under Section 148 of CompaniesAct, 2013 are not applicable to the Company.
The Audit Committee reviews the audit reports submitted by the Statutory Auditors,financial results, Effectiveness of internal audit processes and the Company’s riskmanagement strategy. It reviews the Company’s established Systems and the Committee isgoverned by a Charter which is in line with the regulatory requirements mandated by theCompanies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.
The Committee has been constituted with the following members:
1. Sri Kameswara Sarma Chavali (Independent Director) - Chairman
2. Sri Krishna Babu Cherukuri (Director) - Member
3. Dr Prasad Reddy Kasu (Independent Director) - Member
The committee has been vested with the following roles and responsibilities:
• The recommendation for appointment, remuneration and terms of appointment ofAuditors of the Company;
• Review and monitor the auditor’s independence and performance, and effectivenessof audit process;
• Examination of the Financial Statement and the Auditors’ report thereon;
• Approval or any subsequent modification of transactions of the Company withrelated parties;
• Scrutiny of inter-corporate loans and investments;
• Valuation of undertakings or assets of the company, wherever it is necessary;
• Evaluation of internal financial controls and risk management systems;
• Monitoring the end use of funds raised through public offers and related matters.
• Any other responsibility as may be assigned by the board from time to time.
• Such other roles as specified under Part C of Schedule II of SEBI (LODR)Regulations 2015.
Pursuant to the provisions of section 178 of the Companies Act, 2013 and Regulation 19of SEBI (LODR) Regulations 2015, the Company has constituted Nomination andRemuneration Committee with the following members:
1. Dr Prasad Reddy Kasu (Independent Director) - Chairman
3. Sri Kameswara Sarma Chavali (Independent Director) - Member
The Committee is authorised to formulate the criteria for determining qualifications,positive attributes and independence of a director and recommend to the board a policy,relating to the remuneration for the directors, KMP and other employees.
The Committee is also authorized to identify persons who are qualified to becomedirectors and who may be appointed in senior management in accordance with the criterialaid down, recommend to the board their appointment and removal and carry outevaluation of every Director’s performance and perform such other roles as specifiedunder Part D of Schedule II of SEBI (LODR) Regulations 2015.
In pursuance of the provisions of section 178 of the Companies Act, 2013 and Regulation20 of SEBI (LODR) Regulations 2015, the Board has constituted StakeholdersRelationship Committee with the following members:
1. Dr Prasad Reddy Kasu (Independent Director)- Chairman
2. Sri Krishna Babu Cherukuri (Director)- Member
3. Sri Kameswara Sarma Chavali (Independent Director)- Member
The committee shall look into various aspects of interest of shareholders, debentureholders and other security holders and perform such other roles as specified under Part Dof Schedule II of SEBI (LODR) Regulations 2015.
Pursuant to the provisions of Section 92 (3) of the Companies Act, 2013 the Annual Returnof the company is placed on the website of the Company on the following linkhttp: //www.healthyinve stments .co. in/inve stors. html
Being an investment company, there are no particulars to be furnished in this report asrequired by section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of theCompanies (Accounts) Rules, 2014 relating to conservation of energy and technologyabsorption. There were no foreign exchange earnings or outgo during the year.
As the Company has not reached the threshold limits specified in section 135 of theCompanies Act, 2013, the Board of Directors of your Company has not constituted a CSRCommittee and no activity is presently taken up.
In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, a VigilMechanism for directors and employees to report genuine concerns has been established.
Every listed Company is required to establish the Vigil Mechanism for their Directors andEmployees to report their genuine concerns or grievances under the Companies Act, 2013and rules notified therein by Government of India.
Vigil Mechanism for the Directors and Employees of the Company interalia stipulate thefollowing:
• The Audit Committee shall oversee the Vigil Mechanism through the Committeeand if any of the members of the Committee have a conflict of interest in a givencase, they should recuse themselves and the others on the Committee would dealwith the matter on hand.
• The Vigil Mechanism shall provide for adequate safeguards against victimization ofEmployees and Directors who avail of the Vigil Mechanism and also provide fordirect access to the chairperson of the Audit Committee.
• In case of repeated frivolous complaints being filed by a Director or an Employee,the Audit Committee may take suitable action against the concerned Director orEmployee including reprimand.
Your Company has laid down Anti Sexual Harassment Policy, under the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,which is available on the website of the Company. No complaints have been received bythe Company, during the year under review.
The Related Party Disclosure as required as per Ind AS 24, are provided in Note No. 22 ofthe notes to financial statements. During the Financial Year 2023-24, your company has notentered into any transactions with related parties which are covered under Section 188 of theCompanies Act, 2013.
During the financial year 2023-24, there were no transactions with related parties whichqualify as material transactions under the Listing Regulations.
The Company's paid up equity share capital is not exceeding rupees ten crore and net worthis not exceeding rupees twenty-five crore, as on the last day of the previous financial yearand hence the Corporate Governance Report is not applicable on the Company as perRegulation 15(2) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015.
The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to theBombay Stock Exchange Limited, on which the Company’s Shares are listed.
The Company has not paid any remuneration to Directors and none of the Directors andEmployees are covered under Section 197 of the Companies Act, 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.During the year, the Company has paid remuneration to the Company Secretary, amountingto ? 0.240 Mil.
As required under Regulation 34(2) of the Listing Regulations, the Management Discussionand Analysis Report is enclosed as Annexure - B and is a part of this report.
The company has been addressing various risks impacting the company and the policy ofthe company on risk management is provided in the Management Discussion and AnalysisReport which forms part of the annual report.
98.16% of the company’s paid up Equity Share Capital is in dematerialized form as onMarch 31, 2024 and balance 1.84% is in physical form.
Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, Directors of yourCompany hereby state and confirm that:
a) in the preparation of the Annual Accounts for the year ended March 31, 2024, theapplicable Accounting Standards have been followed along with proper explanationrelating to material departures, if any;
b) they have selected such Accounting Policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that year;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) internal financial controls to be followed by the company have been laid down andthat such internal financial controls are adequate and were operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and these are adequate and are operating effectively.
The Company has not provided any loans covered under Sections 185 and 186 of theCompanies Act, 2013. The Company has not provided any guarantee or security for anyloans. Details of Investments covered under the provisions of Section 186 of the CompaniesAct, 2013 are given in the notes to the Financial Statements. The provisions of Section 186of the Companies Act 2013 do not apply to the Company.
32. COMPLIANCE WITH THE CODE OF CONDUCT:
The members of Board of Directors and senior management personnel have affirmed theircompliance with the code of conduct of board of directors and senior management.
33. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant/material orders passed by the Regulators or Courts or Tribunalsimpacting the going concern status of your Company and its operations in future.
34. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDERINSOLVENCY AND BANKRUPTCY CODE 2016
During the year under review, there were no applications made or proceedings pending inthe name of the company under the Insolvency and Bankruptcy Code, 2016.
35. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIMESETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKSAND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of loans taken fromBanks and Financial Institutions.
FOR & ON BEHALF OF THE BOARD
Place: Hyderabad Krishna Babu Cherukuri Rukmini Devi Satuluri
Dated: September 05, 2024 Director Director and CEO
DIN: 00993286 DIN: 09547719