As on: Apr 20, 2024 01:44 PM
The Board of Directors are pleased to present the Company's 07th Annual Report and the Company's audited financial statements for the financial year ended 31st March, 2022.
1. OPERATING RESULTS
The operating results of the Company for the year ended 31st March, 2022 are as follow:
2. TRANSFER TO RESERVES
There are no transfers to any specific reserves during the year.
3. THE STATE OF THE COMPANY'S AFFAIR
During the year under review, your Company achieved total revenue from operations of Rs. 27,37,30,270/- (previous year Rs. 16,98,26,987/-).
The profit after tax is at Rs. 39,19,927/- (Previous year Rs. 9,97,470/- ).
The current year, the year of recovery from Covid, has seen its highs and lows.
4. DIVIDEND
Your Directors do not recommendany divided for the financial year 2021-2022.
5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial Statement is part of the Annual Report.
6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of the Company.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.
There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.
8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to Director's Report.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
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 also discussed at the meetings of the Risk Management Committee and the Board of Directors of the Company. The Company has constituted Risk Management Committee and its risk management policy is available on the website of the Company.
10. INTERNAL CONTROL SYSTEM
The Company's internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive Company in our industry". The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the year under review, your Company has not made any investment, given any loan or guarantee falling within the meaning of section 186 of the Companies Act, 2013 and the rules made thereunder.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.
The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
However, the details of the transactions with Related Party are provided in the Company's financial statements in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board.
13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.
14. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return Financial Year 2021-22. http://www.rajnishwellness.com/
15. NUMBER OF BOARD MEETINGS, GENERAL MEETING CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year, the Board met 7 times on30/06/2021, 07/09/2021, 13/11/2021, 19/11/2021, 12/01/2022, 10/02/2022 and 17/03/2022.
16. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:
• That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.
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• That the selected accounting policies were applied consistently and the Directors 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 on 31st March, 2022, and that of the profit of the Company for the year ended on that date.
• That proper and sufficient care has been taken 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.
• That the annual accounts have been prepared on a going concern basis.
• The Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
• The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
17. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
18. ARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure C to this report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.
The policy is available on the Company's website.www.rajnishwellness.com.
19. DIRECTORS
Mr. Rajnishkumar Surendraprasad Singhis liable to retire by rotation in this ensuing Annual General Meeting and being eligible he has offered himself for reappointment.
During the Financial Year;
Ms. Sanjjari Sanju Kashyap was regularised as Non-Executive Director of the Company by the members in the Annual General Meeting held on 30th September 2021.
Ms. Monam Kapoorwas appointed as an independent director of the companyfor a consecutive term of 5 years commencing from March 09, 2022.
Your Directors recommend her re-appointment. Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
There has been no change in the circumstances affecting their status as Independent Directors of the Company.
20. COMMITTEES OF THE BOARD
In accordance with the Companies Act, 2013, the Board has formed a Risk Management Committee. There are currently 3 Committees of the Board, as follows:
Audit Committee
The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee as on the date of the report comprises of 2 Non-Executive Independent Directors & 1 Executive Director.
Following are the members of the Committee
During the year there were in total 4 Audit committee meetings held on 30/06/2021, 10/08/2021, 19/11/2021 and 08/02/2022.
The Chairperson of Audit Committee was present in previous AGM held on 30/09/2021 to answer shareholder's queries.
Broad terms of reference of the Audit Committee are as per following:
The role of the audit committee shall include the following:
1 Oversight of the listed entity's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2 Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
3 Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4 Reviewing with the management, the quarterly financial statements before submission to the board for approval;
5 Reviewing and monitoring the auditor's independence and performance and effectiveness of audit process.
7 Approval or any subsequent modification of transactions of the listed entity with related parties.
8 Evaluation of internal financial controls and risk management systems.
9 reviewing, with the management, performance of statutory and Internal Auditors, adequacy of the internal control systems.
10 Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
11 Discussion with internal auditors of any significant findings and follow up there on.
12 Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
13 Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
14 To review the functioning of the whistle blower mechanism.
15 Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate.
16 Carrying out any other function as is mentioned in the terms of reference of the audit committee Nomination And Remuneration Committee
The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 read with regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Committee comprises of 3 Non-Executive Directors.
The Nomination and Remuneration Committee met Once in the Financial Year 2021-2022 on 15/03/2022.
The necessary quorum was present in the said meetings.
The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company held on 30/09/2021.
The composition of the Committee and the details of meetings held and attended by the Directors are as under:
Role of nomination and remuneration committee, inter-alia, include the following:
(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
(2) Formulation of criteria for evaluation of performance of independent directors and the board of directors;
(3) Devising a policy on diversity of board of directors;
(4) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal.
(5) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
(6) To recommend to the Board all remuneration, in whatever form, payable to senior management.
The policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters is available on company's website.
Remuneration of Directors
The remuneration of the Executive Director is recommended by the Remuneration Committee and then approved by the Board of Directors and subsequently by the shareholders in general meeting within the limits prescribed in Companies Act, 2013.
Criteria for making payments
Non-Executive Directors of the Company are paid sitting fees for attending Board and Committee Meetings and no Commission is drawn by either of them during the year.
Performance evaluation criteria for Independent Directors:
1) Attendance and participations in the meetings.
2) Preparing adequately for the board meetings.
3) Contribution towards strategy formation and other areas impacting company performance
4) Rendering independent, unbiased opinion and resolution of issues at meetings.
5) Safeguard of confidential information.
6) Initiative in terms of new ideas and planning for the Company.
7) Timely inputs on the minutes of the meetings of the Board and Committee's.
8) Raising of concerns to the Board
Remuneration Policy
The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the CompaniesAct, 2013 is available at the website of the Company: www.rajnishwellness.com Further, criteria of making payments to non-executive directors, the details of remuneration paid to all the Directors and the other disclosures required to be made under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been published below:
Stakeholder Relationship Committee
The Stakeholder Relationship Committee of the Company is constituted in line with Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises of 2 Non-Executive Directors.
The committee looks into the shareholders and investors grievances that are not settled at the level of Compliance Officer and helps to expedite the share transfers and related matters. The Committee periodically reviews the status of stakeholders' grievances and redressal of the same.
The Committee met on 30/06/2021, 12/08/2021, 13/11/2021 and 12/02/2022.
The necessary quorum was present for all the meetings. The Chairman of the Committee was present at the last Annual General Meeting of the Company held on 30th September 2021.
The composition of the Committee during FY 2021 -22 and the details of meetings held and attended by the Directors are as under:
The role of the committee shall inter-alia include the following:
(1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings etc.
(2) Review of measures taken for effective exercise of voting rights by shareholders.
(3) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of the Company.
21. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.
22. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
23. STATUTORY AUDITORS
M/s. Rishi Sekhri & AssociatesChartered Accountants, Mumbai was appointed as statutory auditors of the company to fill casual vacancy by the members in the EOGM held on 11th July 2022hold office until the conclusion of this Annual General Meeting and The Company has proposed an Ordinary Resolution for appointment of Statutory Auditor for a further period of 5 years.
24. SECRETARIAL AUDITORS
The Company has appointed M/s Brijesh Shah & Co., Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2021-2022 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report for the FY 2021 -22 is annexed herewith and forms part of this report as Annexure D. Secretarial Audit is not applicable to the Subsidiary, not being a material subsidiary.
25. COST RECORDS AND COST AUDIT
The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company.Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2021-22. Accordingly, such accounts and records are not made and maintained by the Company for the said period.
26. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The report of the Statutory Auditor, Secretarial Auditor and Internal Auditordoes not have any qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report as Annexure E.
28. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Holding, Subsidiary, Joint Ventures And Associate Companies.
29. VIGIL MECHANISM
The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns.
The Vigil Mechanism Policy is available at the website of the Company:www.rajnishwellness.com.
30. REPORTING OF FRAUD BY AUDITORS
During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the
Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.
31. ANNUAL EVALUATION BY THE BOARD
In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review.
32. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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
There are no material changes and commitments affecting the financial position of the Company occurred during the financial year.
33. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future.
34. CORPORATE GOVERNANCE
Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organization's corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders. In terms of Regulation 34 of SEBI (LODR) Regulations, furnishing of Corporate Governance Report is not applicable to the company for the financial year ended 31st March 2022.
35. OTHER DISCLOSURES
The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable. No proceedings against the Company is initiated or pending under the Insolvency and Bankruptcy Code, 2016. 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 - Not Applicable.
36. POLICIES
The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company.
37. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.
38. ENHANCING SHAREHOLDER VALUE
Your Company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organisational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximising longterm value for shareholders.
39. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provision of Corporate Social Responsibility is not applicable to our company.
40. SHARE CAPITAL
During the year under review:
The Shareholders in the Extra-Ordinary General Meeting held on 11th July 2022;
1- Approved sub-division of equity shares of the Company from Rs. 10/- (Rupees Ten only) each into 5 (Five) equity shares of face value of Rs. 2/- (Rupees Two only) each.
2- Approved Increase in the Authorised Share Capitalfrom Rs. 30,00,00,000/- (Rupees Thirty Crores only) consisting of 15,00,00,000 (Fifteen Crores) Equity Shares of Rs. 2/- (Rupees Two only) each to Rs. 100,00,00,000/- (Rupees One Hundred Crores only) consisting of 50.00. 00.000 (Fifty Crores) Equity Shares of Rs. 2/- (Rupees Two only) each.
3- Approved issue of Bonus Share in the proportion of [2:1].
The Shareholders in the Extra-Ordinary General Meeting held on 09th March 2022;
1- Approved increase in the Authorised Share Capital from Rs. 11,00,00,000/- (Rupees Eleven Crores only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 30,00,00,000/- (Rupees Thirty Crores only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs. 10/- (Rupees Ten only).
2- Approved issue of up to 1,51,00,000 (One Crore Fifty One Lakhs) Convertible Equity Warrants.
41. LISTING OF EQUITY SHARES
The securities of the Company are listed on the SME Platform of BSE Limited, Further, the Company in the postal ballot ended on 15th February 2022 considered and approved Migration of Listing / Trading of Equity Shares of the Company from SME Platform of BSE Ltd (BSE - SME) to Main Board of BSE Ltd as well as on Main Board of National Stock Exchange of India Limited.
42. ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, banks, suppliers and other business associates.
By order of the Board
For, Rajnish Wellness Limited
Sd/-
Mr. Rajnishkumar Surendra Prasad Singh
Chairman & Managing Director
DIN 07192704
Date: 07th September 2022
Place: Mumbai.