<dhhead>D I R E C T O R S’ R E P O R T Dear Shareholders,
</dhhead>
Your Directors here by present the 30th Annual Report together with the
Audited statements of Accounts for the financial year ended on 31st March
2024.
OPERATIONS REVIEW:
During the year under review company not able to generate revenue from
the operation and expenses were more so posted Net loss of Rs. 19,62,247/-
BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE
OF THE COMPANY’S AFFAIR:
The Company does not have any significant business activity and not
carried out any business during the year under review.
DIVIDEND:
Considering the loss incurred in the current financial year and
accumulated losses, your Directors have not recommended dividend the financial under
review.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period
under review.
SHARE CAPITAL: Authorized Capital:-
The authorized share capital of the Company stood at Rs. 55,00,00,000
(Rupees Fifty Five Crore only) divided into 55,00,00,000 (Fifty Five Crore) Equity Shares
of Rs. 1/- (Rupees One only) each.
Paid up share Capital:
The issued, subscribed and paid up capital of the Company is Rs.
55,00,00,000/- divided into 55,00,00,000 equity shares of Rs 1/- each.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate companies &
joint ventures.
DEPOSIT:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantee or Investments made by your Company under
Section 186 of the Companies Act, 2013 during the financial year 2023-24 is enclosed as an
Annexure to this Board’s Report. During the year under review, the company has not
provided any security falling within in purview of Section 186.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm’s length basis and were in the ordinary course of the
business. There are no materially significant related party transactions made by the
company with Promoters, Key Managerial Personnel or other designated persons which may
have potential conflict with interest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of
the company have occurred between the end of financial year to which the financial
statements relate and the date of the Directors’ Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS
IMPACTING GOING CONCERN AND
COMPANY’S OPERATIONS:
To the best of our knowledge, the company has not received any such
orders passed by the regulators, courts or tribunals during the year, which may impact the
going concern status or company’s operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As per the provisions of Section 152(6) of the Companies Act, 2013, Mr.
RAMANLAL TRIVEDI (DIN- 01658705) shall retire by rotation at the ensuing Annual General
Meeting and being eligible, has offered himself for re-appointment as the Director of the
Company.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent
Director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013.
MEETINGS:
The details of the number of meetings of the Board held during the
Financial Year 2023-24 forms part of the Corporate Governance Report.
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders’ Relationship Committee
The details of the Committees along with their composition, number of
meetings and attendance at the meetings are provided in the Corporate Governance Report.
BOARD EVALUATION:
Pursuant to the provisions of the Schedule IV, clause VIII of the
Companies Act, 2013 the Board has carried out an evaluation of its own performance, the
directors individually as well as the evaluation of the working of its Audit, Appointment
& Remuneration Committees. The performance evaluations of Independent Directors were
also carried out and the same was noted. Independent Directors in their meeting decided to
bring more transparency in their performance and bring more responsibility while taking
any policy decisions for the benefit of the shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/
EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration.
Hence, the information required pursuant to Section 197 read with Rule 5 (1) (i) of The
Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration
of each director to the median remuneration of the employees of the Company for the
Financial year is not given.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies
Act 2013, the Annual Return as on 31st March 2023 is available on the website of the
Company at www.johnsonpharmacareltd.shop.
REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION &
ANALYSIS:
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 Company has taken adequate
steps to ensure that all mandatory provisions of Corporate Governance as prescribed under
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied
with, a separate section titled Report on Corporate Governance together with a Certificate
from the Practicing Company Secretary forms part of this Report.
A detailed Management Discussion & Analysis forms part of this
Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social
Responsibility initiative under the provisions of Section 135 of the Companies Act, 2013,
read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the
said provisions are not applicable.
AUDITORS AND AUDITORS’ REPORT:
M/s. RISHI SEKHRI AND ASSOCIATES, CHARTERED ACCOUNTANTS, Mumbai (Firm
Reg. No. 128216W), Statutory Auditors of the Company hold office until the conclusion of
the next Annual General Meeting of the company.
The observations made by the Auditors’ in their Auditors’
Report and the Notes on Accounts referred to in the Auditors’
Report are self-explanatory and do not call for any further comments.
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.