To,
The Members,
Your Director's have pleasure in presenting the 7th
Annual Report on the business and operations of the Company, together with the audited
standalone and consolidated financial statements for the financial year ended March
31,2024 ("FY 2023-24").
FINANCIAL RESULTS
A summary of standalone financial results of the Company
for the Financial Year 2023-24 and Financial Year 2022-23 is as follows:
(Amount in INR Lakhs)
Particulars |
FY 2023-2024 |
FY 2022-2023 |
|
Standalone |
Standalone |
Consolidated |
Revenue from Operations including Other Income |
33,084.87 |
20,617.88 |
20,734.66 |
Less: Expenses |
|
|
|
Cost of material consumed |
- |
- |
90.13 |
Purchase of Stock-in-Trade |
2,464.89 |
1,528.58 |
1,528.58 |
Changes in Inventories of Stock-in-Trade |
(308.41) |
165.44 |
121.69 |
Employee Benefit Expenses |
6,591.11 |
4,343.52 |
4,450.02 |
Finance Cost |
41.14 |
70.23 |
70.44 |
Depreciation and Amortization Expenses |
509.90 |
312.75 |
320.04 |
Other Expenses |
14,394.53 |
9,744.36 |
9,769.30 |
Total Expenses |
23,693.16 |
16,164.88 |
16,305.20 |
Profit before exceptional and extraordinary items and tax |
9,391.71 |
4,453.00 |
4,429.46 |
Exceptional and Extraordinary items |
- |
- |
- |
Profit Before Tax |
9,391.71 |
4,453.00 |
4,429.46 |
Tax Expenses |
2,471.08 |
1,078.56 |
1,077.21 |
Net Profit for the Year |
6,920.63 |
3,374.44 |
3,352.25 |
FINANCIAL PERFORMANCE Standalone
During the current period, your Company has shown an
increase in total revenue of INR 33,084.87 Lakhs as against INR 20,617.88 Lakhs in the
previous year on standalone basis. The Company has earned a net profit of INR 6,920.63
Lakhs as compared to a profit of INR 3,374.44 Lakhs in the previous year on standalone
basis. The Company will continue to pursue expansion in the domestic market, to achieve
sustained and profitable growth.
Since your Company is not having any having any
subsidiaries, associates and joint venture companies as on March 31,2024, therefore
pursuant to Section 129, 134, 136 of the Companies Act, 2013 read SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulation") the Consolidated Financial Statements along with a report on the
highlights of performance of subsidiaries, associates and joint venture companies and
their contributions to the overall performance of the Company during the period in Form
AOC-1 is not applicable.
Any member intending to have a copy of Balance Sheet and
other Financial Statement of these Companies shall be made available on the website of the
Company at www.jeenasikho.com
It shall also be kept for inspection during business hours
by any shareholder in the registered office of the Company.
SHARE CAPITAL Authorised Share Capital
As on March 31, 2024, the Authorised Share Capital of the
Company stood at INR 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into
2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of INR 10/- (Rupees Ten) each.
During the period under revie, Board of Directors of your
Company in their meeting held on September 25, 2023 approved increase in the Authorised
Share Capital of the Company from INR 15,00,00,000/- (Rupees Fifteen Crores Only) divided
into 1,50,00,000 (One Crores Fifty Lakhs) Equity Shares of INR 10/- each to INR
25,00,00,000/- (Rupees Twenty- Five Crores Only) divided into 2,50,00,000 (Two Crores
Fifty Lakhs) Equity Shares of INR 10/- each, which was approved by the shareholders of the
Company in their Extra Ordinary General Meeting held on October, 23, 2023. Consequently,
the Authorised Share Capital of the Company was altered to INR 25,00,00,000/- (Rupees
Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares
of INR 10/- each.
Except as stated above, there is no other change in the
Authorised Share Capital of the Company.
Paid Up Share Capital
As on March 31, 2024, the Paid-up Share Capital of the
Company stood at INR 24,86,01,460/- (Rupees Twenty-Four Crores Eighty-Six Lakhs One
Thousand Four Hundred and Sixty) divided into 2,48,60,146 (Two Crores Forty Eight Lakhs
Sixty Thousand One Hundred and Forty Six) of INR 10/- (Rupees Ten) each.
During the period under review, the Board of Directors of
your Company has allotted 1,10,48,954 (One Crores Ten Lakhs Forty-Eight Thousand Nine
Hundred And Fifty Four) equity shares of INR 10/- (Rupees Ten) each ranking pari-passu in
all respect with the existing Equity shares of the Company as fully paid bonus shares in
the ratio of 4:5 i.e. 4 (four) bonus equity shares of INR 10/- each for every 5 (five)
existing equity shares of INR 10/- each held by the shareholders of the Company as on
November 02, 2023. Consequently, the paid-up share capital of the Company was increased to
INR 24,86,01,460/- (Rupees Twenty-Four Crores Eighty-Six Lakhs One Thousand Four Hundred
and Sixty) divided into 2,48,60,146 (Two Crores Forty Eight Lakhs Sixty Thousand One
Hundred and Forty Six) of INR 10/- (Rupees Ten) each.
Except as stated above, there is no other change in the
Paid- up Share Capital of the Company.
The Company has not issued any shares with differential
voting rights or sweat equity shares during the FY 2023-24.
LISTING WITH STOCK EXCHANGES
The equity shares of the Company is listed on Emerge
Platform of National Stock Exchange of India Limited (NSE) w.e.f. April 19, 2022 and the
Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to NSE
Limited.
Further, the Company has obtained the listing approval from
NSE for listing of 1,10,48,954 (One Crores Ten Lakhs Forty Eight Thousand Nine Hundred And
Fifty Four) equity shares of INR 10/- (Rupees Ten) each ranking pari-passu in all respect
with the existing Equity shares of the Company issued as fully paid bonus shares, on
Emerge Platform of NSE.
DEMATERIALISATION OF EQUITY SHARES
All the Equity shares of the Company are in dematerialized
form with either of the depositories viz NSDL and CDSL. The ISIN No. allotted to the
Company is INE0J5801011.
DIVIDEND
Based on the Company's performance and Dividend
Distribution Policy of the Company, your directors are pleased to recommend Dividend of
INR 4.18/- (i.e. 41.8%) per equity share of INR 10/- each fully paid up for FY 2023-24.
The payment of dividend is subject to approval of the shareholders
at the forthcoming Annual General Meeting (AGM') of the
Company and shall be subject to deduction of tax at source.
TRANSFER TO GENERAL RESERVE
The Company has not transferred any amount to General
Reserve during the year. The dividend payment is subject to approval of the members at the
7th Annual General Meeting, which will be paid, if declared, to the
shareholders within 30 days from the date of declaration.
DEPOSITS
During the year under review, the Company has not accepted
or renewed any deposit from the public/members falling within the ambit of Section 73 or
Section 74 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
CORPORATE GOVERNANCE
The Company is listed on SME Emerge Platform of NSE, by
virtue of Regulation 15 of Listing Regulation the compliance with the corporate governance
provisions as specified in Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27
clauses (b) to (i) and (t) of sub regulation 2 of Regulation 46 and Para C, D and E of
Schedule V of the listing regulation are not applicable to the Company. Hence, the
Corporate Governance Report does not form part of this Annual Report.
EMPLOYEES STOCK OPTION SCHEMES
Our ESOP schemes help us share wealth with our employees
and are part of a retention-oriented compensation program. They help us meet the dual
objective of motivating key employees and retention while aligning their long-term career
goals with that of the Company. In view of the employee retention in long run company has
approved "Jeena Sikho Employees Stock Option Scheme 2024" vide Extra Ordinary
general Meeting dated February 27, 2024.
The Jeena Sikho Lifecare Limited has granted ESOPs under
one plans viz., Employees Stock Option Scheme 2024 to its employees on an equity-settled
basis. The ESOPs provide a right to its holders (i.e., Jeena Sikho Lifecare Limited
employees) to purchase one share for each option at a predetermined strike price on the
expiry of the vesting period. The ESOP hence represents an call option that provides a
right but not an obligation to the employees of the Jeena Sikho Lifecare Limited to
exercise the option by paying the strike price on completion of the vesting period.
During the financial year 2023-24, 61,275 ESOPs were
granted to employees. The details of ESOP Scheme are given on Note no. 33 of the financial
statements.
During the year under review, there are no material changes
in the ESOP Scheme 2024 and the same is in compliance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ('ESOP Regulations'). The disclosures under
Regulations 14 of ESOP Regulations is uploaded on the Company's website viz.: www.jeenasikho.com
Certificate from M/s. J Nain & Associates, secretarial
auditor with regards to the implementation of the Company's Employee Stock Option Schemes
in line with SEBI (Share Based Employees Benefits) Regulations, 2014 will be available for
inspection in electronic mode during the Annual General Meeting.
SUBSIDIARIES/ASSOCIATES/JOINT VENTURE
During the year under review, the Company is not having any
Subsidiary/Associate/Joint Venture Company. However, the Board of Directors of your
Company, in their meeting held on June 10, 2024, approved to make investment of 80% in
equity share capital of "Saatviksuddhi Ayurlife Private Limited". Consequently,
Saatviksuddhi Ayurlife Private Limited becomes the subsidiary Company of the Company after
the closure of the Financial Year 2023-24.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Company beliefs that a strong Board is imperative to
create a culture of leadership to provide a long-term vision and policy approach to
improve the quality of governance. As on March 31, 2024, the Board of Directors of the
Company consist of optimum combination of Executive Directors, NonExecutive Director,
Independent Directors of the Company.
The following changes took place in the composition of
Board of Directors and Key Managerial Personal:
Mr. Suraj Prakash Choudhary ceased to be the Non-Executive
and Independent Director of the Company w.e.f. February 15, 2024, due to his resignation.
Ms. Nikita Juneja ceased to be the Company Secretary and
Compliance Officer of the Company w.e.f. June 02, 2023, due to her resignation.
Ms. Anshika Garg was appointed as Company Secretary and
Compliance Officer of the Company w.e.f. June 02, 2023.
After the closure of financial year 2023-24, Mr. Chandan
Kumar Kaushal was appointed as Additional Director (Independent Director) of the Company
w.e.f. April 29, 2024.
During the Financial Year 2023-24, the shareholders of the
Company have accorded their approval at 06th Annual General Meeting held on
September 08, 2023 for re-appointment of Mrs. Bhavna Grover as a Director as retires by
rotation.
Except as stated above, no other change took place in the
composition of Board of Director or Key Managerial Personnel during the period under
review.
Pursuant to Section 149, 152 and other applicable
provisions of the Companies Act, 2013, one-third of such of the Directors are liable to be
retire by rotation, shall retire every year and, if eligible, offer themselves for
re-appointment at every AGM. Consequently, Ms. Shreya Grover, director of the Company will
retire by rotation at the ensuing AGM, and being eligible, offers
herself for re-appointment in accordance with provisions of
the Act. Appropriate resolution for her reappointment is being placed for the approval by
the Members of the Company at the ensuing AGM.
The Board considered the said re-appointment in the
interest of the Company and hence recommends the same to the Members for approval.
None of the Directors of the Company, except following, are
related inter-se, in terms of Section 2(77) of the Act including rules made thereunder.
Sr. No. |
Name of Director |
Relationship with another Director |
1. |
Manish Grover |
Spouse of Bhavna Grover |
|
|
Father of Shreya Grover |
2. |
Bhavna Grover |
Spouse of Manish Grover |
|
|
Mother of Shreya Grover |
3. |
Shreya Grover |
Daughter of Manish Grover and Bhavna Grover |
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors hold office for their respective
term and are not liable to retire by rotation. 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 Act and under the Listing Regulations. Further,
in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors)
Rules, 2014, all Independent Directors of the Company have duly confirmed renewal of their
respective registration with the Indian Institute of Corporate Affairs (IICA) database.
In the opinion of the Board, all the Independent Directors
fulfil the criteria of independence as specified in Companies Act, 2013 and Rules made
thereunder read with Schedule IV as well as Listing Regulation and they are independent
from the Management.
Further, all the Directors including Independent Directors
of the Company possess appropriate skills, experience & knowledge in one or more
fields viz. Board & Governance, Finance, Accounting Information Technology and
Specialized Industry & environmental knowledge or other disciplines related to
Company's business.
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
In compliance with the requirements of the Listing
Regulations, the Company has put in place a familiarization programme for the Independent
Directors to familiarize them with their roles, rights and responsibilities as Directors,
the working of the Company, nature of the industry in which the Company operates, business
model etc. At the time of appointment/re-appointment of Independent Directors, a formal
letter of appointment is given to him/her, which, inter- alia, explains the role,
functions, duties and responsibilities
expected from him/her as an Independent Director of the
Company. The Independent Director is also explained in detail the nature, business model
of the industry and compliances under the Act, the Listing Regulations and other relevant
rules & regulation.
Details of the familiarization programme for Independent
Directors are uploaded on the website of the Company at www.jeenasikho.com
NOMINATION AND REMUNERATION POLICY
On the recommendation of the Nomination and Remuneration
Committee, the Board has framed a policy for selection and appointment of Directors,
Senior Management including Key Managerial Personnel and their remuneration. The
Nomination and Remuneration Policy includes the criteria for determining qualification,
positive attributes, independence, etc. is placed on the website of the Company at www.jeenasikho.com/policies
The salient features of the Nomination and Remuneration
Policy are mentioned below:
The Nomination and Remuneration Policy of the
Company is designed to attract, motivate, improve productivity and retain manpower by
creating a congenial work environment, encouraging initiatives, personal growth, team work
and inculcating a sense of belongingness and involvement, besides offering appropriate
remuneration packages and superannuation benefits.
The Committee shall comprise at least three (3)
Directors, all of whom shall be non-executive Directors and at least two-third shall be
Independent.
Quorum of the meeting shall be either two members or
one-third of the members of the committee, whichever is greater, including at least one
independent director in attendance.
The Role of the Committee includes: Periodically
reviewing the size and composition of the Board to have an appropriate mix of executive
and independent Directors to maintain its independence and separate its functions of
governance and management and to ensure that it is structured to make appropriate
decisions, with a variety of perspectives and skills, in the best interests of the
Company;
Formulate the criteria for determining
qualifications, positive attributes and independence of a Director and recommend to the
Board, relating to the remuneration for the Director, key managerial personnel and other
employees.
Establishing and reviewing Board, KMP and Senior
Management succession plans in order to ensure and maintain an appropriate balance of
skills, experience and expertise on the Board and Senior Management.
The Board as per the criteria approved by the
Nomination and Remuneration Committee shall carry out evaluation of performance of its
own, its committees, and individual Directors and the Chairman.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas
and make an informed decisions in line with the delegated authority.
The following Committees constituted by the Board function
according to their respective roles and defined scope:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder relationship Committee
During the year under review, all recommendations made by
the various committees of the Board have been duly accepted by the Board.
The Composition of the said Committees are as under:
Audit Committee:
As on date, the Audit Committee comprises of:
Name of Director |
Designation of Committee |
Nature of Directorship |
Mr. Chandan |
Chairperson |
Independent |
Kumar Kaushal* |
|
Director |
Mr. Karan Vir |
Member |
Independent |
Bindra |
|
Director |
Mr. Manish |
Member |
Managing |
Grover |
|
Director |
*Mr. Chandan Kumar Kaushal was appointed as the chairperson
of the Committee w.e.f. April 29, 2024.
Our Company Secretary and Compliance officer will act as
the secretary of the Committee.
Nomination And Remuneration Committee:
As on date the Nomination and Remuneration Committee
comprises of:
Name of Director |
Designation of Committee |
Nature of Directorship |
Mr. Karan Vir |
Chairperson |
Independent |
Bindra |
|
Director |
Mr. Chandan |
Member |
Independent |
Kumar Kaushal* |
|
Director |
Ms. Shreya |
Member |
Non-Executive |
Grover |
|
Director |
*Mr. Chandan Kumar Kaushal was appointed as the member of
the Committee w.e.f. April 29, 2024.
Our Company Secretary and Compliance officer will act as
the secretary of the Committee.
Stakeholders' Relationship Committee:
As on date the Stakeholders' Relationship Committee
comprises of:
Name of Director |
Designation of Committee |
Nature of Directorship |
Mr. Chandan |
Chairperson |
Independent |
Kumar Kaushal* |
|
Director |
Ms. Bhavna |
Member |
Whole-Time |
Grover |
|
Director |
Ms. Manish |
Member |
Managing |
Grover |
|
Director |
*Mr. Chandan Kumar Kaushal was appointed as the chairperson
of the Committee w.e.f. April 29, 2024.
Our Company Secretary and Compliance officer will act as
the secretary of the Committee.
Corporate Social Responsibility Committee:
As on date CSR committee comprises of:
Name |
Designation |
Nature of Directorship |
Karan Vir Bindra |
Chairman |
Independent Director |
Manish Grover |
Member |
Managing Director |
Bhavna Grover |
Member |
Whole-Time Director |
CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board
members and Senior Management Personnel of the Company. The Code is displayed on the
website of the Company www.jeenasikho.com. All Board members and Senior Management
Personnel have affirmed compliance with the said Code of Ethics & Conduct.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) & (10) of
the Companies Act, 2013, a Vigil Mechanism/Whistle Blower Policy for directors and
employees to report their genuine concerns has been established. The Vigil Mechanism/
Whistle Blower Policy has been uploaded on the website of the Company at https://www.jeenasikho.com/policies
under 'Investor Section'.
The Policy is an extension of the Code of Conduct for
Directors & Senior Management Personnel and covers any unethical and improper actions
or malpractices and events which have taken place/suspected to take place.
As per the policy all Protected Disclosures should be
addressed to the Vigilance Officer/Company Secretary or to the Chairman of the Audit
Committee in exceptional cases.
RISK MANAGEMENT POLICY
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 through mitigating actions on a continuing basis. Major elements
of risk/threats for Ayurveda Industry are regulatory concerns, consumer perceptions and
competition. These are discussed at the meetings of the Audit Committee and the Board of
Directors of the Company. The Board of Directors has adopted a risk management policy for
the Company outlining the parameters of identification, assessment, monitoring and
mitigation of various risks which is available on the website of the Company.
STATUTORY AUDITORS & AUDITOR'S REPORT
M/s. KRA & Co., Chartered Accountants (Firm
Registration No. 020266N), holding a valid certificate issued by the Peer Review Board
(Certificate No. 012550) of the Institute of Chartered Accountants of India (ICAI) were
appointed as the Statutory Auditor of the Company for a term of 5 years w.e.f. conclusion
of 4th Annual General Meeting of the Company till the conclusion of the 9th
Annual General Meeting.
M/s. KRA & Co., the statutory auditors of the Company
have given their report on the financial statements of the Company for the financial year
ended March 31, 2024, which form part of the Annual Report.
There is no qualification, reservation, adverse remark,
comments, observations or disclaimer given by the Statutory Auditors in their report(s).
There were no frauds reported by the Statutory Auditors under the provisions of Section
143 of the Act.
The Auditors have also confirmed that they have subjected
themselves to the peer review process of Institute of Chartered Accountants of India
(ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI and are
eligible to continue as the statutory auditor of the Company.
SECRETARIAL AUDITORS AND THEIR REPORT
In terms of Section 204(1) of the Companies Act, 2013 read
with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed M/s. J Nain & Associates (Firm Registration no.
I2017DE1593700), holding a valid certificate issued by the Peer Review Board (Certificate
No. 2846/2022) of the Institute of Companies Secretaries of India (ICSI), as the Statutory
auditor of the Company for the Financial Year 2023-24. The report of the Secretarial
Auditor is annexed herewith as Annexure-1.
There are no qualifications, reservations, adverse remarks,
comments, observations or disclaimer made by the Secretarial Auditors in their report.
There were no frauds reported by the Secretarial Auditors under the provisions of Section
143 of the Act.
COST AUDITORS
The provisions of maintenance of Cost Records as specified
by the Central Government under sub-section (1) of Section 148 of the Act are not
applicable on the Company.
MEETINGS OF BOARD OF DIRECTORS
During the financial year 2023-2024, your Board of
Directors have meet 19 (Nineteen) times. The details of meeting & attendance are given
hereunder. The intervening gap between the Meetings was within the prescribed period.
Sr. No. |
Date of Board Meeting |
No. of Directors eligible to attend |
No. of Directors attended meeting |
1 |
20-04-2023 |
5 |
5 |
2 |
15-05-2023 |
5 |
5 |
3 |
02-06-2023 |
5 |
5 |
4 |
08-07-2023 |
5 |
5 |
5 |
29-07-2023 |
5 |
5 |
6 |
14-08-2023 |
5 |
5 |
7 |
16-08-2023 |
5 |
5 |
8 |
09-09-2023 |
5 |
5 |
9 |
25-09-2023 |
5 |
5 |
10 |
30-10-2023 |
5 |
5 |
11 |
04-11-2023 |
5 |
5 |
12 |
27-11-2023 |
5 |
5 |
13 |
05-01-2024 |
5 |
5 |
14 |
20-01-2024 |
5 |
5 |
15 |
07-02-2024 |
5 |
5 |
16 |
02-03-2024 |
4 |
4 |
17 |
05-03-2024 |
4 |
4 |
18 |
07-03-2024 |
4 |
4 |
19 |
20-03-2024 |
4 |
4 |
MEETING OF INDEPENDENT DIRECTORS
Pursuant to Secretarial Standard -1 relating to Board
Meeting issued by the Institute of Company secretaries of India, the independent directors
shall conduct at least One (1) meeting in a Calendar Year to review the performance of
NonIndependent Directors and the Board as a whole; to review the performance of the
Chairman and to assess the quality, quantity and timeliness of flow of information between
the Company management and the Board and its members that is necessary for the Board to
effectively and reasonably perform their duties.
Accordingly, all Independent Directors of the Company has
conducted a meeting dated March 23, 2024, without presence of non-independent director
where they review the performance of all non-independent director of the Company and the
board as a whole, also review the performance of the Chairman of the Company and assess
the quality, quantity and timeliness of flow of information between the Company management
and the Board.
ANNUAL RETURN
Pursuant to Section 92 (3) read with Section 134 (3) of the
Companies Act, 2013, the draft Annual Return as on March 31, 2024 is uploaded on the
Company's website on https://www.jeenasikho.com.
CSR COMMITTEE
The Company comes under the criteria as mentioned in
Section 135 of the Companies Act, 2013 i.e., Corporate Social Responsibility and
accordingly the amount has been spent on CSR activities in the financial year 2023-2024 to
comply with the requirements of necessary social expenditure which is I NR 48.36 Lakhs
i.e. (2% of the average net profit of immediate preceding three (3) financial years). The
constitution of CSR Committee was applicable for FY 2023-24, subsequently the CSR
Committee is formulated and the composition is also given. The CSR Report is annexed as
Annexure-2.
The Board of Director of your Company has formulated and
adopted a policy on CSR which can be accessed at https://www.jeenasikho.com/policies
The CSR Policy of your Company outlines the Company's
philosophy for undertaking socially useful programs for welfare and sustainable
development of the community at large as part of its CSR Obligation.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board
has carried out an annual performance evaluation of its own performance, the directors
individually as well as collectively and of its committees for the FY 2023-24.
The performance of evaluation of Independent Directors was
carried out by entire Board without presence of Independent Director being evaluated. The
performance evaluation of the Non-Independent Directors was carried by Independent
Directors in their separate meeting.
The Directors has been satisfied with the performance of
all directors and is of opinion that all Independent Director is a person of integrity and
possess relevant experience and expertise.
NATURE OF BUSINESS
There has been no change in business of the Company.
Jeena Sikho has a diverse portfolio consisting of a number
of brands and sub-brands including "Shuddhi". The Company offers a variety of
Ayurvedic Products and services through Shuddhi clinics and HIIMS, all over the Country.
The Company has presence across various channels such as general groceries, chemists,
organized retail and e-commerce.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of operations, performance and future
outlook of your Company and its businesses is given in the Management Discussion and
Analysis Report for the FY 2023-24, which forms part of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVE STMENTS UNDER
SECTION 186
The details of loans and Investments and guarantees covered
under the provisions of Section 186 of the Act are given in the Notes to the Financial
Statements forming a part of Annual Report.
Current borrowings of the Company are compliant with
Section 180(1)(c) of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES
During the year under review, all transactions entered by
the Company with Related Parties as defined under the Act were in the ordinary course of
business and on an arm's length pricing basis and do not attract the provisions of Section
188 of the Act. Hence, the requirement of Form AOC-2 as required under Section 188(1) of
the Act is not applicable to the Company. All related party transactions are presented to
the Audit Committee and the Board. Omnibus approval is obtained before the commencement of
the new financial year, for the transactions which are repetitive in nature and also for
the transactions which are not foreseen.
In line with the requirements of the applicable laws, the
Company has formulated a policy on related party transactions which is uploaded on the
website of the Company at: https://www.jeenasikho.com/policies
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at
the workplace and has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As
required under law, an Internal Compliance Committee has been constituted for reporting
and conducting inquiry into the complaints made by the victim on the harassments at the
workplace.
During the year the period under review, the Company has
not received any sexual harassment complaints during the financial year nor any complaint
is pending at the end of the financial year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE
There is no significant and material order passed by the
regulators or courts or tribunals impacting the going concern status and the Company's
operations in future.
However, during the year your Company has a special
resolution on October 23, 2023 for increase of Authorised Share capital of the Company
from from INR 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One
Crores Fifteen Lakhs) Equity Shares of INR 10/- each to INR
25.00. 00.000/- (Rupees Twenty-Five Crores Only) divided
into
2.50.00. 000 (Two Crores Fifteen Lakhs) Equity Shares of
INR 10/- each,
Further, a special resolution was passed on February 27,
2024 for alteration of the Object Clause of the Memorandum of Association.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL
POSITION
There have been no material changes and/or commitments
affecting the financial position of the Company which have occurred between the end of the
financial year of the Company and the date of the Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
Pursuant to provisions of Section 134(3)(m) & Rule 8(3)
of Companies (Accounts) Rules, 2014 the details of energy conservation, technology
absorption and foreign exchange earnings and outgo has been given in Annexure-3 to this
report.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has a proper and robust system of internal
controls geared towards achieving efficiency of business operations, safeguarding the
Company's assets and ensuring optimum utilization of resources. Such controls also ensure
accuracy and promptness of financial reporting and compliance with statutory regulations.
In the opinion of the Statutory Auditors of the Company, as
expressed by them in their report, the Company has adequate internal control systems over
financial reporting as at March 31,2024.
HUMAN RESOURCES
Your Company treats its "human resources" as one
of its most important assets. Your Company continuously invests in attraction, retention
and development of talent on an ongoing basis. A number of programs that provide focused
people attention are currently underway. Your Company's thrust is on the promotion of
talent internally through job rotation and job enlargement.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, disclosure pertaining to remuneration and other details
are provided in the Annexure-4 to this Report.
Particulars of employee remuneration, as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part
of this Annual Report. In terms of the provisions of the first proviso to Section 136(1)
of the Companies Act, 2013, the Annual Report is being sent to Members, excluding the
aforementioned information. Any Member interested in obtaining a copy of such statement
may write to the Company Secretary of the Company at cs@jeenasikho.com
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION
FUND
Your Company did not have any funds lying in unpaid or
unclaimed dividend for a period of seven years. Therefore, there were no funds which were
required to be transferred to Investor Education and Protection Fund (IEPF) under Section
124 of the Companies Act, 2013.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company was in compliance
with the Secretarial Standards. i.e., SS-1 and SS-2 relating to "Meetings of the
Board of Directors" and "General Meetings" respectively.
INDUSTRIAL RELATIONS
The Company maintained healthy, cordial and harmonious
industrial relations at all levels. The enthusiasm and unstinting efforts of employees
have enabled the Company to remain at the leadership position in the industry. It has
taken various steps to improve productivity across organization.
PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
No application or any proceeding has been filed against the
Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) ("IBC Code")
during the financial year 2023-24.
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
The Company has not made any one-time settlement,
therefore, the same is not applicable.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(5) of the Act,
with respect to Directors' Responsibility Statement, the Directors confirm:
a) That in the preparation of the annual accounts, the
applicable accounting standards have been followed and no material departures have been
made from the same;
b) That they had selected such accounting policies and
applied them consistently, and made judgements and estimates that are reasonable and
prudent, so as to give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit and loss of the Company for that period;
c) That they had taken proper and sufficient care 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;
d) That they had prepared the annual accounts on a going
concern basis;
e) That they had laid down internal financial controls to
be followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
f) That they had devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
ACKNOWLEDGMENTS
The Board places on record its appreciation for the
continued patronage, support and co-operation extended by its shareholders, customers,
bankers and all Government and statutory agencies with whose help, cooperation and hard
work the Company was able to achieve the results. Your directors would further like to
record appreciation to the efforts of all the employees for their valuable contribution to
the Company.
For and on behalf of Board Jeena Sikho Lifecare Limited
|
Sd/- |
Sd/- |
|
Manish Grover |
Bhavna Grover |
Date: July 29, 2024 |
Managing Director |
Whole-Time Director |
Place: Chandigarh |
DIN: 07557886 |
DIN: 07557913 |