Your Directors have immense pleasure in presenting the 40th Report of the Board of Directors ("Board") on the business and operations of the Company, together with Financial Statements for the Financial Year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS:
Your Company's financial performance for the year ended March 31, 2024 is as below:
(Rs. In Lakhs)
Particulars
|
Year Ended March 31, 2024
|
Year Ended March 31, 2023
|
Revenue from Operation
|
11.10
|
13.50
|
Other Income
|
0.36
|
0.15
|
Total Income - A
|
11.46
|
13.65
|
Cost of Materials consumed
|
-
|
-
|
Employees Benefit Expenses
|
19.43
|
10.03
|
Finance costs
|
2.55
|
-
|
Depreciation and Amortization Expenses
|
8.07
|
-
|
Other Expenses
|
23.08
|
6.50
|
Total Expenses - B
|
53.13
|
16.53
|
Profit / Loss Before - C = (A-B)
|
(41.67)
|
(2.88)
|
Profit / Loss from Ordinary Activities Before Finance Cost
|
|
-
|
Finance Cost
|
|
-
|
Profit / Loss from Ordinary Activities after Finance Cost
|
|
-
|
Current Tax
|
|
-
|
Excess Tax Provision for Earlier Year & Deferred Expenses
|
3.66
|
0.22
|
Deferred Tax
|
-0.47
|
-
|
Total Taxes - D
|
3.19
|
0.22
|
Profit / (Loss) for the year - E= (C-D)
|
(44.87)
|
(3.10)
|
Paid up Equity Share Capital - F
|
24.50
|
24.50
|
Earnings per share - G = (E/F)
|
(18.31)
|
(1.27)
|
2. STATE OF COMPANY AFFAIRS & CHANGE IN BUSINESS
The Company has engaged in the Business of Hospital Activities, providing Healthcare Services, Activities of Ayurveda Practitioners. There has been no change in the business of the Company during the Financial Year ending on March 31, 2024.
TAKEOVER THE EXISTING BUSINESS OF THE COMPANY:
The open offer for the acquisition of 1,47,000 fully paid-up equity shares at an offer price of Rs. 10 /- per equity share representing 60% of the total paid-up capital i.e. 2,45,000 and voting rights of Ayoki Merchantile Limited were acquired by the acquirers and open offer was closed on 05/10/2023, after closing of the open offer, there was a substantial change of shareholding and change of control in the Company and the Acquires have been categorised as "Promoters" of the Company
CHANGE IN NAME OF THE COMPANY
The Ministry of Corporate Affairs issued the Certificate for Name change from Ayoki Merchantile Limited to Wardwizard Healthcare Limited on 11/12/2023
CHANGE IN OBJECT OF THE COMPANY
The Ministry of Corporate Affairs issued the certificate for change of Object Clause of the Memorandum of Association issued on 28/11/2023.
INDIAN ACCOUNTING STANDARDS
The Financial Statements for the year ended on March 31, 2024 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 133 of the Companies Act, 2013 ('the Act') and other recognized accounting practices and policies to the extent applicable.
3. DIVIDEND
The Board of Directors of your company has not recommended any dividend for the current Financial Year 2023-24 considering that the Company has incurred loss for the year.
4. UNCLAIMED DIVIDENDS AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Since there was no unpaid/unclaimed Dividend declared and paid in the previous year, the provisions of Section 125 of the Companies Act, 2013 do not apply to the Company.
5. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
There are no shares in the demat suspense account or unclaimed suspense account.
6. DETAILS OF TRANSFER TO RESERVES
The Board of Directors of your Company has decided not to transfer any amount to the Reserves due to the absence of any profits for the Financial Year 2023-24.
7. LISTING ON STOCK EXCHANGES
The Company's equity shares are listed on The BSE Limited (Scrip Code: 512063). The Company has paid the Annual Listing Fees for the Financial Year 2023-24 to the said Stock Exchange as required.
8. SHARE CAPITAL
The Company's paid-up equity share capital as on March 31, 2024 was Rs. 24.50 lakhs. There is no change in the share capital of the Company during the period under review.
a) BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c) BONUS SHARES
No Bonus Shares were issued during the year under review.
d) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS
During the year under review, there is a change in the composition of the Board as stated below:
Sr. No.
|
Name of Director
|
DIN
|
Designation
|
1.
|
Mr. Gaurav Jayant Gupte (Appointed on August 11, 2023)
|
06741475
|
Chairman and Managing Director
|
2.
|
Mr. Yatin Sanjay Gupte (Appointed on August 11, 2023)
|
07261150
|
Non-Executive Non-Independent Director
|
3.
|
Mrs. Sheetal Mandar Bhalerao (Appointed on August 11, 2023)
|
06453413
|
Non-Executive Non-Independent Director
|
4.
|
Mr. Dharmendra Ramabhai Bhaliya (Appointed on August 11, 2023)
|
10176412
|
Non-Executive Independent Director
|
5.
|
Mrs. Mansi Jayendra Bhatt (Appointed on August 11, 2023)
|
10177722
|
Non-Executive Independent Director
|
6.
|
Mr. Kamal Ashwinbhai Lalani (Appointed on August 11, 2023)
|
09141815
|
Non-Executive Independent Director
|
7.
|
Mr. Mitesh Ghanshyambhai Rana (Appointed on February 29, 2024)
|
06770916
|
Non-Executive Independent Director
|
8.
|
Mr. Paresh Prakashbhai Thakkar (Appointed on February 29, 2024)
|
08265981
|
Non-Executive Independent Director
|
9.
|
Mr. Kamal Ashwinbhai Lalani (Resigned on February 8, 2024)
|
09141815
|
Non-Executive Independent Director
|
10.
|
Mr. Joydeep Mazumder (Resigned on 11th August, 2023)
|
08069899
|
Whole time Director and Managing Director
|
11.
|
Mrs. Munmun Mandal (Resigned on 11th August, 2023)
|
02493057
|
Non-Executive Non-Independent Director
|
12
|
Mr. Adipta Majumder (Resigned on 11th August, 2023
|
07977610
|
Non-Executive Non- Independent Director
|
13
|
Mr. Subhendu Saha (Resigned on 11th August, 2023)
|
02493057
|
Non-Executive Independent Director
|
14
|
Mr. Dipankar Majumder (Resigned on 11th August, 2023)
|
07390226
|
Non-Executive Independent Director
|
|
|
|
|
15
|
Mrs. Ankita Chanda (Resigned on 11th August, 2023)
|
08535397
|
Non-Executive Independent Woman Director
|
RETIRE BY ROTATION
At the 40th Annual General Meeting (AGM), the following appointment/re-appointment is being proposed:
Mr. Yatin Sanjay Gupte (DIN-07261150) (Non-Executive Non-Independent Director) shall retire by rotation and being eligible, offers himself, for reappointment. Details of the proposal for the re¬ appointment of Mr. Yatin Sanjay Gupte (DIN-07261150) (Non-Executive Non-Independent Director), along with his brief resume is mentioned in the Explanatory Statement under Section 102 of the Act and disclosure under Regulation 36(3) of the Listing Regulations as annexed to the Notice of the 40th Annual General Meeting. The Board recommends the re-appointment /appointment of the above Director.
KEY MANAGERIAL PERSONNEL
The Company has the following persons as Key Managerial Personnel under the Companies Act, 2013:
Sr. No.
|
Name of Key Managerial Person
|
Designation
|
1.
|
Mr. Dharmeshkumar Ashwinbhai Chauhan
(Appointed on September 4, 2023)
|
Company Secretary & Compliance Officer
|
2.
|
Mrs. Mittal Patel (Appointed on August 11, 2023)
|
Chief Financial Officer
|
3.
|
Mr. Gouranga Lal Kundu (Resigned on August 31, 2023)
|
Company Secretary & Compliance Officer
|
4.
|
Mr. Partha Saha
(Resigned on August 11, 2023)
|
Chief Financial Officer
|
10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the financial year under review, regular meetings of the Board are held at least once in a quarter inter-alia to review the quarterly results of the Company and to discuss and decide on various business policies strategies and other businesses. The Board of Directors of the Company met 9 (Nine) times to transact the business of the Company in accordance with Regulation 17 of SEBI (LODR) Regulation 2015, and /or provisions contained in Section 173(1) of the Companies Act read with Rules made thereunder. The Board meetings are held on following dates during the year.
Sr. No.
|
Date
|
Day
|
1
|
May 12, 2023
|
Friday
|
2
|
July 27, 2023
|
Thursday
|
3
|
August 11, 2023
|
Friday
|
4
|
August 31, 2023
|
Thursday
|
5
|
October 12, 2023
|
Thursday
|
6
|
November 3, 2023
|
Friday
|
7
|
November 25, 2023
|
Saturday
|
8
|
February 1, 2024
|
Thursday
|
9
|
February 29, 2024
|
Thursday
|
Details of the attendance of the Directors at the Board meetings held during the year ended March 31, 2024 are as follows:
Name of the Director
|
Number of Board Meetings
|
Entitled to attend
|
Attended
|
Mr. Joydeep Mazumder
|
2
|
2
|
Mrs. Munmun Mandal
|
2
|
2
|
Mr. Adipta Majumder
|
2
|
2
|
Mr. Subhendu Saha
|
2
|
2
|
Mr. Dipankar Majumder
|
2
|
2
|
Mrs. Ankita Chanda
|
2
|
2
|
Mr. Gaurav Jayant Gupte
|
7
|
7
|
Mr. Yatin Sanjay Gupte
|
7
|
6
|
Mrs. Sheetal Mandar Bhalerao
|
7
|
7
|
Mr. Dharmendra Ramabhai Bhaliya
|
7
|
7
|
Mrs. Mansi Jayendra Bhatt
|
7
|
7
|
Mr. Kamal Ashwinbhai Lalani
|
6
|
6
|
Mr. Mitesh Ghanshyambhai Rana
|
1
|
1
|
Mr. Paresh Prakashbhai Thakkar
|
1
|
1
|
11. AUDIT COMMITTEE
Pursuant to the provisions of Section 177 (8) of the Companies Act 2013 read with Rules 6 & 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013, the details pertaining to the constitution of the Audit Committee are herein provided
Name of the Director
|
Designation in Committee
|
Category
|
Date of
Appointment in Committee
|
Cessation Date
|
Mrs. Mansi Jayendra Bhatt
|
Chairperson
|
Non-Executive
Independent
Director
|
August 11, 2023
|
NA
|
Mr. Dharmendra
Ramabhai
Bhaliya
|
Member
|
Non-Executive
Independent
Director
|
August 11, 2023
|
NA
|
Mr. Mitesh Ghanshyambhai Rana *
|
Member
|
Non-Executive
Independent
Director
|
February 29, 2024
|
NA
|
Mr. Paresh Prakashbhai Thakkar*
|
Member
|
Non-Executive
Independent
Director
|
February 29, 2024
|
NA
|
Mr. Kamal Ashwinbhai Lalani *
|
Member
|
Non-Executive
Independent
Director
|
August 11, 2023
|
February 8, 2024
|
Mr. Gaurav Jayant Gupte
|
Member
|
Managing
Director
|
August 11, 2023
|
NA
|
* Mr. Mitesh Ghanshyambhai Rana and Mr. Paresh Prakashbhai Thakkar were introduced into the Audit Committee in the Board Meeting held on February 29, 2024 in reference to the resignation of Mr. Kamal Ashwinbhai Lalani from the Company
Meetings and Attendance during the year
4 (Four) Audit Committee meetings were held during FY 2023-24. The meetings were held on the following dates:
Sr. No.
|
Date of Audit Committee Meeting
|
1.
|
11-08-2023
|
2.
|
31-08-2023
|
3.
|
03-11-2023
|
4.
|
01-02-2024
|
Attendance of Directors in the meetings are as under:
Name of Director
|
No. of Meetings held during the
tenure of Membership
|
No. of Meetings Attended
|
Mrs. Mansi Jayendra Bhatt
|
4
|
4
|
Mr. Dharmendra Ramabhai Bhaliya
|
4
|
4
|
Mr. Mitesh Ghanshyambhai Rana
|
0
|
0
|
Mr. Paresh Prakashbhai Thakkar
|
0
|
0
|
Mr. Kamal Ashwinbhai Lalani
|
4
|
4
|
Mr. Gaurav Jayant Gupte
|
3
|
3
|
Further as per Section 177(8) of the Act, as amended from time to time, there have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board of Directors.
The minutes of the Audit Committee are reviewed by the Board at its subsequent meetings.
The previous Annual General Meeting (AGM) of the Company was held on September 29, 2023 and the same was attended by the Chairperson of the Audit Committee.
The Company Secretary of the Company act as the Secretary of the Audit Committee.
12. NOMINATION AND REMUNERATION COMMITTEE
The details pertaining to the constitution of the Nomination and Remuneration Committee as required under the provisions of Section 178(1) of the Companies Act 2013 and its terms of reference in brief are to be herein provided.
Name of the Director
|
Designation in Committee
|
Category
|
Date of
Appointment in Committee
|
Cessation Date
|
Mr. Dharmendra
Ramabhai
Bhaliya
|
Chairman
|
Non-Executive
Independent
Director
|
August 11, 2023
|
NA
|
Mrs. Mansi Jayendra Bhatt
|
Member
|
Non-Executive
Independent
Director
|
August 11, 2023
|
NA
|
Mr. Mitesh Ghanshyambhai Rana *
|
Member
|
Non-Executive
Independent
Director
|
February 29, 2024
|
NA
|
|
|
|
|
|
Mr. Paresh Prakashbhai Thakkar*
|
Member
|
Non-Executive
Independent
Director
|
February 29, 2024
|
NA
|
Mr. Kamal Ashwinbhai Lalani *
|
Member
|
Non-Executive
Independent
Director
|
August 11, 2023
|
February 8, 2024
|
Mrs. Sheetal
Mandar
Bhalerao
|
Member
|
Non-Executive
Non¬
Independent
Director
|
August 11, 2023
|
NA
|
Mr. Mitesh Ghanshyambhai Rana and Mr. Paresh Prakashbhai Thakkar were introduced into the Nomination and Remuneration Committee in the Board Meeting held on February 29, 2024 in reference to the resignation of Mr. Kamal Ashwinbhai Lalani from the Company
Meetings and Attendance during the year
3 (Three) Nomination & Remuneration Committee meetings were held during FY 2023-24. The meetings were held on the following dates:
Sr. No.
|
Date of Nomination & Remuneration Committee Meeting
|
1.
|
11/08/2023
|
2.
|
31/08/2023
|
3.
|
29/02/2024
|
Attendance of Directors in the meetings is as under:
Name of Director
|
No. of Meetings held during the
tenure of Membership
|
No. of Meetings Attended
|
Mr. Dharmendra Ramabhai Bhaliya
|
3
|
3
|
Mrs. Mansi Jayendra Bhatt
|
3
|
3
|
Mr. Mitesh Ghanshyambhai Rana
|
0
|
0
|
Mr. Paresh Prakashbhai Thakkar
|
0
|
0
|
Mr. Kamal Ashwinbhai Lalani
|
2
|
2
|
Mrs. Sheetal Mandar Bhalerao
|
3
|
3
|
The minutes of the Nomination & Remuneration Committee are reviewed by the Board at its subsequent meetings.
The previous Annual General Meeting (AGM) of the Company was held on September 29, 2023 and the same was attended by the Chairperson of the Nomination & Remuneration Committee.
The Company Secretary of the Company act as the Secretary of the Nomination & Remuneration Committee.
13. STAKEHOLDERS RELATIONSHIP COMMITTEE
The details pertaining to the constitution of the Stakeholders Relationship Committee as required under the provisions of Section 178(5) of the Companies Act 2013 and its terms of reference in brief are to be herein provided.
Name of the Director
|
Designation in Committee
|
Category
|
Date of
Appointment in Committee
|
Cessation Date
|
Mr. Paresh Prakashbhai Thakkar1
|
Chairman
|
Non-Executive
Independent
Director
|
February 29, 2024
|
NA
|
Mr. Dharmendra
Ramabhai
Bhaliya
|
Member
|
Non-Executive
Independent
Director
|
August 11, 2023
|
NA
|
Mrs. Mansi Jayendra Bhatt
|
Member
|
Non-Executive
Independent
Director
|
August 11, 2023
|
NA
|
Mr. Mitesh Ghanshyambhai Rana 1
|
Member
|
Non-Executive
Independent
Director
|
February 29, 2024
|
NA
|
Mr. Kamal Ashwinbhai Lalani 1
|
Chairman
|
Non-Executive
Independent
Director
|
August 11, 2023
|
February 8, 2024
|
Mr. Yatin Sanjay Gupte
|
Member
|
Non-Executive
Non¬
Independent
Director
|
August 11, 2023
|
NA
|
On Reconstitution of the Stakeholders Relationship Committee in the Board Meeting held on February 29, 2024 Mr. Mr. Paresh Prakashbhai Thakkar is elected as a Chairman of this Committee.
Meetings and Attendance during the year
1 (One) Audit Committee meetings were held during FY 2023-24. The meetings were held on the following dates:
Sr. No.
|
Date of Stakeholders Relationship Committee Meeting
|
1.
|
01/02/2024
|
Attendance of Directors in the meetings is as under:
Name of Director
|
No. of Meetings held during the
tenure of Membership
|
No. of Meetings Attended
|
Mr. Paresh Prakashbhai Thakkar
|
0
|
0
|
Mr. Dharmendra Ramabhai Bhaliya
|
1
|
1
|
Mrs. Mansi Jayendra Bhatt
|
1
|
1
|
Mr. Mitesh Ghanshyambhai Rana
|
0
|
0
|
Mr. Kamal Ashwinbhai Lalani
|
1
|
1
|
Mr. Yatin Sanjay Gupte
|
1
|
1
|
The minutes of the Stakeholders Relationship Committee are reviewed by the Board at its subsequent meetings.
The previous Annual General Meeting (AGM) of the Company was held on September 29, 2023 and the same was attended by the Chairperson of the Stakeholders Relationship Committee.
The Company Secretary of the Company act as the Secretary of the Stakeholders Relationship Committee.
14. BOARD EVALUATION
The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Executive and Non-Executive Directors of the Company as per Section 178 of the Act, as amended from time to time, and as per Regulation 19 of the SEBI (LODR) Regulations 2015. The criteria was set based onvarious attributes, inter alia, profile, experience, contribution, dedication, knowledge, sharing of information with the Board, regularity of attendance, aptitude & effectiveness, preparedness & participation, team work, decision making process, their roles, rights, responsibilities in the Company, monitoring & managing potential conflict of interest of management, providing fair and constructive feedback & strategic guidance and contribution of each Director to the growth of the Company.
The Company has devised the Board's Performance Evaluation Policy document along with performance evaluation criteria / form for Independent and Non- Independent Directors of the Company and criteria for evaluation of Board's / Committee's performance along with remarks and suggestions. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
Separate meeting of Independent Directors of the Company was held on March 19, 2024 and it reviewed the performance of Non-Independent Directors & the Board as a whole and also reviewed the performance of Chairman of the Company. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.
15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Independent Directors are provided with necessary documents, reports and other relevant information to enable them to familiarise with the Company's procedures and practices. The Independent Directors are taken for visit to Company's various plants / units, to enable them to have full understanding of manufacturing operations & processes of the Company and the industry in which it operates. Periodic presentations are made at the Board meetings on business and performance updates of the Company, business strategy and risks involved. At the time of induction of the newly appointed Independent Director, he / she is apprised adequately about the Company, latest financial statements with business model, industry scenario, competition, significant recent developments and also the Board processes which is apprised by the Managing Director, the Chief Financial Officer, the Company Secretary and the Senior Management of the Company. Details of the familiarisation programme for the Independent Directors are available on the website of the Company.
16. CREDIT RATING
The Company has not issued any debt instruments and does not have any Fixed Deposit or any scheme or proposal involving the mobilization of funds in India or abroad during the Financial Year ended March 31, 2024. Hence during the Year, there was no requirement to obtain such Credit Ratings.
17. DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
During the year under review, the Company does not have any subsidiaries, associates or joint venture companies within the meaning of the Companies Act, 2013.
18. STATUTORY AUDITORS AND AUDITOR'S REPORT
Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. Mahesh Udhwani & Associates, Chartered Accountants (Firm registration Number 129738W), who was appointed as statutory auditors of the Company of in the 39th Annual General Meeting shall hold office until the conclusion of the 44th Annual General Meeting of the Company.
In accordance with the provisions of the Companies Act, 2013, the Board has appointed M/s. Mahesh Udhwani & Associates, Chartered Accountants, Vadodara, Gujarat with Firm Registration Number 129738W be and are hereby appointed as the Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of M/s. Falod & Maheshwari, Chartered Accountants, (Firm Registration No FRN 151051W), (pursuant to change in the management of the Company and to fill the casual vacancy) at a remuneration as may be mutually agreed to, between the Board of Directors and M/s. Mahesh Udhwani & Associates, Chartered Accountants, to hold office of Statutory Auditor w.e.f. 11th August, 2023 till the conclusion of 44th Annual Meeting of the Company (subject to ratification of their appointment at every Annual General Meeting). The Statutory Auditors have confirmed that they are not disqualified to hold the office of the Statutory Auditor
M/s. Mahesh Udhwani & Associates, Chartered Accountants have signified their assent and confirmed their eligibility to be appointed as Statutory Auditors in terms of the provisions of Section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. The firm performs its obligations in adherence to recognized auditing standards and periodically certifies its independence from the management.
The Statutory Auditors' report does not contain any qualification, reservation or adverse remark and is self-explanatory and unmodified and thus does not require any further clarifications/comments. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the FY 2023-24.
19. SECRETARIAL AUDITORS REPORT
In terms of Section 204 of the Companies Act, 2013, the Board of Directors of the Company has appointed Mrs. Pooja Amit Gala, Practicing Company Secretary (ACS-69393, Certificate of Practice No.-25845), as the Secretarial Auditor to conduct an audit of the secretarial records. The Company has received consent from Mrs. Pooja Amit Gala to act as the auditor for conducting audit of the Secretarial records. The Secretarial Audit Report for the financial year ended March 31, 2024 is set out in the Annexure - A to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
A Secretarial Audit Report for the year ended March 31, 2024 in prescribed form duly audited by the Practicing Company Secretary Mrs. Pooja Amit Gala is annexed herewith and forming part of the report. There are no qualifications or adverse remarks in the Secretarial Audit Report issued by the above-named firm, hence doesn't require any comments from the Director on the same.
20. COST AUDIT AND COST RECORDS
During the financial year 2023-24; the provisions of Section 148 of The Companies Act, 2013 do not apply to the Company.
21. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company's Compliance function is responsible for independently ensuring that operating and business units comply with the regulatory and internal guidelines. The Compliance Department of the Company continues to play a pivotal role in ensuring the implementation of compliance functions under the directives issued by the Regulators, the Board of Directors and the Company's Compliance Policy. The Audit Committee reviews the performance of the Compliance Department and the status of compliance with the regulatory or internal guidelines periodically. New instructions and guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units function within the boundaries set up by the regulators and that the compliance risks are suitably monitored and mitigated in the course of their activities and processes.
The Company complied with the applicable Secretarial Standard issued by the Institute of Company Secretaries of India read with the MCA circulars issued from time to time.
22. CEO / CFO CERTIFICATION
The required certificate under Regulation 17(8) of the SEBI (LODR) Regulations, 2015 signed by the Chairman & Managing Director (CEO) and the Chief Financial Officer (CFO) with regard to the financial statements and other matters as required by the Listing Regulations. The certificate is annexed to this report. Annexure - B
They have also provided quarterly certificates on financial results while placing the same before the Board pursuant to Regulation 33 of the Listing Regulations.
23. CODE OF CONDUCT
The Company has adopted a Code of Conduct for all the employees including the Board Members and Senior Management Personnel of the Company in accordance with the requirement under Regulation 17 of the SEBI (LODR) Regulations 2015. The Code of Conduct has been posted on the website of the Company i.e. https://www.ayokimerchantile.com/
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples of the expected behavior from an employee in a given situation and the reporting structure. Management members are made aware of the provisions of the Code from time to time.
The Company has obtained confirmations for compliance with the said code from all its Board members and Senior Management Personnel for the year ending March 31, 2024. The declaration by the Chairman & Managing Director of the Company confirming the same is annexed to this report - Annexure - C
24. CORPORATE SOCIAL RESPONSIBILITY POLICY
According to the provision of Sec. 135 of the Companies Act 2013, companies having a net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any financial year are required to constitute CSR (Corporate Social Responsibility) Committee. However, your Company does not fall in the above-mentioned criteria therefore the Company is not required to adopt the CSR Policy or constitute a CSR Committee during the year under review.
25. VIGIL MECHANISM (WHISTLE BLOWER POLICY)
The Vigil Mechanism as envisaged in Section 177 (9) Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company's Whistle Blower Policy.
The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct and Ethics. It also provides adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy of the vigil mechanism is available on the Company's website.
The Whistle Blower Policy aims to conduct affairs fairly and transparently by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. All employees of the Company are covered under the Whistle Blower Policy.
The brief details about this mechanism may be accessed on the Company's website at the weblink: www.avokimerchantile.com.
26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
As required under Section 134(3)(q) of the Companies Act 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules 2014, the Company has in place adequate financial controls commensurate with its size, scale and complexity of operations regarding its financial statements. Internal financial controls of the Company are also similarly commensurate. Comprehensive policies, guidelines and procedures are laid down for all business processes. These have been designed to provide reasonable assurance about recording and providing reliable financial information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors.
Your company ensures adherence to all internal control policies and procedures as well as compliance with all regulatory guidelines.
During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed the Audit Committee of the Board of Directors reviews the adequacy of internal controls, further, the Audit Committee also monitors the status of management actions emanating from internal audit reviews.
27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR
There has been no material change and commitment affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.
28. MATERIAL ORDERS PASSED BY THE REGULATORS OF COURTS OR TRIBUNALS IMPACTING THE COMPANY'S OPERATION IN FUTURE
No such material order has been passed by the Regulators or Court or Tribunals having an adverse effect on the operation of the Company in future and the going concern status.
29. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186
There are no Loans, Guarantees, Investments and Security made during the Financial Year ended March 31, 2024 as per the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.
30. PARTICULARS OF ARRANGEMENTS OR CONTRACTS WITH RELATED PARTIES AS PRESCRIBED UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013
The particular of every contract or arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including a certain arm's
length and the ordinary course of transactions under third proviso thereto has been disclosed in Form no AOC-2.
The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web link is www.avokimerchantile.com.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company's operations forms a part of this Annual Report. - Annexure - F
32. CORPORATE GOVERNANCE REPORT
In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate Governance shall not apply in respect of the following class of the Companies:
a) Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b) Listed entity which has listed its specified securities on the SME Exchange.
The paid-up Equity Capital and the Net worth of the company as on the last day of the previous year i.e., March 31, 2024 was Rupees 24.50 Lakhs and Rupees (39.96) Lakhs respectively which is below the value as prescribed limit i.e. 10 crores and 25 crores respectively in the relevant provisions of Regulation 27(2) of the SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015. Hence Corporate Governance provisions do not apply to the company and it does not form the part of The Annual Report for the financial year 2023- 24.
33. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149 (7) of the Companies Act 2013 confirming that they meet the criteria on independence as prescribed under Section 149 (6) of the Companies Act 2013. There has been no change in the circumstances which may affect their status as independent Directors during the year. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, relating to inclusion of their name in the data bank of Independent Directors.
34. STATEMENT REGARDING INDEPENDENT DIRECTORS
With reference to the Rules 8(5)(iiia) of the Companies (Accounts) Rules 2014 and in the opinion of the Board, there has been no change in the circumstances which may affect their status as
Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.
35. POLICY ON DIRECTORS' APPOINTMENT, REMOVAL, REMUNERATION AND OTHER DETAILS
The Company's policy on on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 of the Companies Act 2013 is available on the website of the Company at https://www.ayokimerchantile.com/policy/REMUNERATION %20POUCY.pdf
36. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the necessary disclosures have been annexed as Annexure - D to the Board's Report.
37. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of fraud committed in the Company by its Directors or Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.
38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & 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. During the Financial Year 2023-24, the Company has not received any complaints of sexual harassment.
39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended from time to time), is set out herewith as Annexure-E to this report.
40. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(3)(c) of the Act, in relation to financial statements of the Company for the year ended March 31, 2024, the Board of Directors states that:
a. in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b. the Directors 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 Loss of the Company for the year ended March 31, 2024;
c. the Directors have 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. the annual accounts / financial statements have been prepared on a 'going concern' basis;
e. proper internal financial controls are in place and are operating effectively; and
f. proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
41. ACCEPTANCE OF PUBLIC DEPOSITS
During the FY 2023-24 the Company has not accepted any deposits within the meaning of Section 73 of the Act, and the Companies (Acceptance of Deposits) Rules, 2014. Hence, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet
42. 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
During the FY 2023-24, there was no such instance.
43. DETAILS OF APPLICATIONS MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the year under review, there were no applications filed or any proceedings pending in the name of the company under the Insolvency and Bankruptcy Code (IBC), 2016,
44. ANNUAL RETURN
As required under the provisions of Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Annual Return in Form No. MGT-7 is displayed on the website of the Company and can be accessed at https://www.ayokimerchantile.com/annual-report.php.
45. ACKNOWLEDGEMENTS
Your directors wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation for the shareholders, consumers, and banks for their continued support.
By Order of the Board of Directors By Order of the Board of Directors
For WARDWIZARD HEALTHCARE LIMITED For WARDWIZARD HEALTHCARE LIMITED
(Formerly known as Ayoki Mercantile Limited) (Formerly known as Ayoki Mercantile Limited)
SD/- SD/-
GAURAV JAYANT GUPTE YATIN SANJAY GUPTE
CHAIRMAN & MANAGING DIRECTOR NON-EXECUTIVE NON-INDEPENDENT DIRECTOR
DIN:06741475 DIN: 07261150
Date: AUGUST 29, 2024 Place: VADODARA
1
Mr. Mitesh Ghanshyambhai Rana and Mr. Paresh Prakashbhai Thakkar were introduced into the Stakeholders Relationship Committee in the Board Meeting held on February 29, 2024 in reference to the resignation of Mr. Kamal Ashwinbhai Lalani from the Company
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