The Board hereby presents the 31st Annual Report along with Audited Statements of Accounts for the
Financial Year ended March 31, 2024.
FINANCIAL SUMMARY
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Particulars
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Amount In Lakhs
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2023-24
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2022-23
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Income:
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|
|
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Revenue from operations
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1322.31
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1327.33
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Other Income
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138.97
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123.94
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Total Revenue (I)
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1461.28
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1451.27
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Expenses:
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|
|
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Cost of Goods Sold
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912.86
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922.98
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Employee benefit expense
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131.03
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90.19
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Other expenses
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217.34
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264.10
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Total (II)
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1261.23
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1277.27
|
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Earning/(loss) before interest, tax, depreciation and
amortization (EBITDA) (I) - (II)
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200.05
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174.00
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Depreciation and amortization expense
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71.15
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62.18
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Finance cost
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0.76
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0.13
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Profit for the year
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128.14
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111.69
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Current tax
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28.50
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19.65
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Deferred tax
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59.04
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(66.16)
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Profit after tax
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40.61
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158.20
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Total comprehensive income for the year
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41.36
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151.68
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Net Worth
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2183.88
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2143.27
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DIVIDEND
In view of further expansion, directors do not recommend any dividend on equity shares for the year
ended on 31st March, 2024.
TRANSFER TO RESERVES
The closing balance of the retained earnings of the Company for Financial year 2023-2024, after all
appropriation and adjustments was Rs. 41.36 Lakhs.
OPERATIONS
The Company has a team of experienced Marketing Representatives for Over the Counter & Ethical
marketing in Maharashtra & Gujarat. The Company is also a registered member of various online portals
to generate leads. The Company is a manufacturer and supplier of Ayurvedic medicines, oral care
products and personal care products.
CORPORATE GOVERNANCE
As per SEBI Listing Regulations, corporate governance report with auditors' certificate thereon and
management 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 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. 128.14 Lakhs as against Rs. 111.69 Lakhs in the
previous 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 exporting
the products. The Company has also increased its focus on third party manufacturing contracts and
introduced 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 or
operation was observed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Chetan Mehta, Mr. Prakashbhai Shah and Mr. Nilesh Shah have been
appointed 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 received
declarations from all the Independent Directors of the Company confirming that they meet the criteria of
independence 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 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 or ceased to be a subsidiary, joint venture or associate during the financial year
2023-24.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;
b) They 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, 2024 and of the Profit and Loss of the Company for the year ended on
that date;
c) They 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) 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 such
internal financial controls are adequate and are operating effectively; and
f) They 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 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 Annual
General Meeting held on September 30, 2022 for a period of five years to hold office till the conclusion of
the 35th Annual General Meeting of the Company. They have confirmed their eligibility and they are not
disqualified for 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 M/s. Nidhi Shah & Associates, Practising Company Secretary, to conduct
Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended
March 31, 2024 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. Chetan H. Mehta
(Chairman), Mr. Prakashbhai C. Shah (Member) and Mr. Nilesh K. Shah (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
Six 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
Energy conservation continues to be an area of focus for Veerhealth Care. Initiatives to integrate energy
efficiency into overall operations are undertaken through operational practices and awareness is created
amongst associates on energy conservation through campaigns and events. The Company continues to
use the latest technologies for improving the productivity and quality of its services and products. The
Company's operations do not require significant import of technology. There was no technology
absorption and no foreign exchange earnings or outgo, during the year under review. 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 of the Companies Act, 2013.
Material changes and commitments affecting financial position between the end of the financial year
and date of the report
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/- Sd/-
Bhavin S. Shah Yogesh M. Shah
Place: Mumbai Managing Director Director
Date: 14thAugust, 2024 DIN: 03129574 DIN: 00169189
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