• OPEN AN ACCOUNT
Indian Indices
Nifty
17,854.05 243.65
(1.38%)
Sensex
60,841.88 909.64
( 1.52%)
Bank Nifty
41,499.70 830.40
( 2.04%)
Nifty IT
30,597.60 30.85
( 0.10%)
Global Indices
Nasdaq
12,006.96 -193.86
(-1.59%)
Dow Jones
33,926.01 -127.93
(-0.38%)
Hang Seng
21,660.47 -297.89
(-1.36%)
Nikkei 225
27,509.46 107.41
(0.39%)
Forex
USD-INR
81.91 0.11
(0.13%)
EUR-INR
89.84 0.64
(0.71%)
GBP-INR
100.88 0.04
(0.04%)
JPY-INR
0.64 0.01
(0.95%)

EQUITY - MARKET SCREENER

Johnson Pharmacare Ltd
Industry :  Trading
BSE Code
ISIN Demat
Book Value()
532154
INE560F01022
1.0653309
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
0
33
EPS(TTM)
Face Value()
Div & Yield %
0
1
0
 

As on: Feb 06, 2023 06:03 AM

Dear Shareholders,

Your Directors here by present the 28th Annual Report together with the Audited statements of Accounts for the financial year ended on 31st March 2022.

OPERATIONS REVIEW:

During the year under review company able to generate revenue from the operation and posted Net Profit of Rs. 966565/-

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.

CHANGE OF NAME:

The company obtain approval of member by postal ballot notice dated 02.06.2021 and approval of member dated 19th July 2021 made application with Registrar of Companies ("ROC"), Gujarat for issue of a fresh Certificate of Incorporation for change of name of the Company from " SUN AND SHINE WORLDWIDE LIMITED" to JOHNSON PHARMACARE LIMITED. Accordingly, ROC issued a fresh Certificate of Incorporation which was made effective from August 23,2021. Accordingly, the name of the Company was changed from SUN AND SHINE WORLDWIDE LIMITED to JOHSON PHARMACARE LIMITED effective from August 23, 2021. The company obtain approval from BSE notice no. 20210903-27 dated 3rd September 2021 and on BSE Portal it will be changed as follows w.e.f September 9, 2021.

CHANGE MAIN OBJECTS OF THE COMPANY:

The company obtain approval of member by postal ballot notice dated 02.06.2021 and approval of member dated 19th July 2021 company has changed its main objects to Pharmaceutical company.

SHARE CAPITAL:

Change of Authorized Capital:-

During the year under review vide postal ballet notice dated 14.10.2021 approved sub division of nominal value of equity shares capital from the existing nominal value of Rs. 10 (Rupees Ten Only) each to a nominal value of Rs. 1 (Rupees One only) per share. Hence authorized share capital of the Company stood at Rs. 51, 00, 00,000 (Rupees Fifty One Crores only) divided into 51, 00,00, 000 (Fifty One Crores) Equity Shares of Rs. 1/

- (Rupees One only) each.

Further during the year under review vide postal ballet notice dated 18.02.2022 approved to increase the Authorized Share Capital of the Company from the present Rs. 51,00,00,000 (Rupees Fifty One Crore only) consisting of 51,00,00,000 (Fifty One crore) Equity Shares of Rs.1

/- (Rupee One) each to Rs. 55,00,00,000 /

- (Rupees Fifty Five Crore only) consisting of 55,00,00,000 (Fifty Five Crore) Equity Shares of Rs.1

/- (Rupees One) each. Hence 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.

Change in paid up and Capital:

During the year under review vide postal ballet notice dated 14.10.2021 approved sub division of nominal value of equity shares capital from the existing nominal value of Rs. 10 (Rupees Ten Only) each to a nominal value of Rs. 1 (Rupees One only) per share. Hence paid up share capital of the Company stood at Rs. 50, 00, 00,000 (Rupees Fifty Crores only) divided into 50, 00,00,000 (Fifty Crores) Equity Shares of Rs. 1

/- (Rupees One only) each.

Further during the year under review vide postal ballet notice dated 18.02.2022 approved to issue of bonus shares and of 1 equity shares for every 10 equity share held and paid up capital increased from the present Rs. 50,00,00,000 (Rupees Fifty Crore only) consisting of 50,00,00,000 (Fifty crore) Equity Shares of Rs.1/

- (Rupee One) each to Rs. 55,00,00,000

/- (Rupees Fifty Five Crore only) consisting of 55,00,00,000 (Fifty Five Crore) Equity Shares of Rs.1

/- (Rupees One) each. Hence The issued, subscribed and paid up capital of the Company is Rs. 550000000

/- divided into 55000000 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 2021-22 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.

Ms. BHAGYASHREE VINAYAK was resigned as Company Secretary as on 12.04.2022

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 2021-22 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 2022 is available on the website of the Company at www.sunandshineworldwidetradelimited.club.

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 Annual General Meeting held in 2023 and then eligible for reappointment.

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.

SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. K. H. & Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report in the prescribed Form No MR-3 is annexed herewith.

QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:-

Sr. No. Qualifications made by Secretarial Auditor Explanations by the Board
a) The company has not complied with certain regulation of SEBI (LODR) Regulations, 2015 as regards publication of Notice of Board Meeting, Notice of AGM, quarterly results. The company will take necessary steps to comply with the same.
b) As per section 138 of the Companies Act, 2013, the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor. The size of operation of the Company is very small, it is not viable to appoint Internal Auditor but the Company has established the internal control system.
c) Certain event based E Forms have not been filed by the company in time which were required to be filed with ROC during the audit period. The company will ensure to file all relevant documents in time with ROC and other authorities as when required.
d) Updating of website with regard to various policies is pending. The company will take necessary steps to update the same.

COST AUDITOR AND COST AUDIT REPORT:

Cost Audit is not applicable to your Company.

INTERNAL CONTROL SYSTEMS:

As there is no significant business activities hence there was no systems set up for Internal Controls.

PARTICULARS OF EMPLOYEES:

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, is not required to be given as there were no employees coming within the purview of this section.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND

REDRESSAL) ACT, 2013: The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has not received any sexual harassment related complaints during the year.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not carried out in the manufacturing activities.

The foreign exchange earnings on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for that period;

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;

e) Directors have prepared the accounts on a "going concern basis".

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment & Remuneration) Rules, 2014, every Listed Company mandates to disclose in the Board's Report the ratio of the remuneration of each director to the permanent employee's remuneration. However, since there is no permanent employee in the Company, no disclosure under the said provision has been furnished.

BUSINESS RISK MANAGEMENT:

Since the Company does not have any significant business activities, hence the Business Risk is at the Minimal Level. Hence, no major risk factors are envisaged except for: a. Government Policies b. Human Resource Risk

VIGIL MECHANISM:

As the Company does not have any significant business activity, there was no need to have a Vigil Mechanism Policy.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board For, JOHNSON PHARMACARE LIMITED

PLACE: AHMEDABAD
DATE: 25.05.2022
RAMANLAL TRIVEDI
CHAIRMAN
DIN: 01658705