To,
The Members,
GIAN LIFE CARE LIMITED.
Your Board of Directors ("Board") take pride in presenting their 4th
Annual Report together with the Audited Financial Statements ("Financial
Statements") for the Financial Year ended on March 31,2022 ("FY
2021-22" or "period under review").
The year 2021-22 has been remarkable with world economies recovering back strongly from
the lows of COVID-19 Pandemic on improved vaccine coverage and ability of man-kind to
raise up to challenges. The economic activity staged a smart comeback gradually moving
towards prepandemic levels.
The summarized standalone and consolidated financial performance of your Company is as
follows:
1. STANDALONE FINANCIAL HIGHLIGHTS
(Amount in Lakhs)
Particulars |
For the Year ended 31st March, 2022 |
For the Year ended 31st March, 2021 |
Revenue from Operations |
1592.97 |
1045.50 |
Other Income |
50.51 |
29.01 |
Total Income |
1643.48 |
1074.50 |
Profit before Interest, Depreciation and Taxes |
653.11 |
334.18 |
Less: Depreciation and Amortization expenses |
32.72 |
28.53 |
Less: Interest on borrowings (Finance cost) |
35.08 |
30.17 |
Profit before tax and exceptional items |
585.31 |
275.48 |
Less: Exceptional Item |
- |
- |
Profit before Tax (PBT) |
585.31 |
275.48 |
Tax Expenses: |
|
|
Current Tax |
150.59 |
73.17 |
MAT |
- |
-1.93 |
Tax of previous year |
(3.35) |
2.28 |
Deferred Tax |
0.61 |
0.24 |
Net Profit/(Loss) after tax (PAT) |
437.46 |
201.72 |
Earnings per share (Basic & Diluted) |
4.23 |
4.29 |
Paid Up Share Capital |
10,34,15,240 |
4,70,06,940.00 |
CONSOLIDATED FINANCIAL HIGHLIGHTS
(Amount in Lakhs)
Particulars |
For the Year ended 31st March, 2022 |
For the Year ended 31st March, 2021 |
Revenue from Operations |
1592.97 |
- |
Other Income |
50.51 |
- |
Total Income |
1643.48 |
- |
Profit before Interest, Depreciation and Taxes |
653.11 |
- |
Less: Depreciation and Amortization expenses |
32.72 |
- |
Less: Interest on borrowings (Finance cost) |
35.08 |
- |
Profit before tax and exceptional items |
584.97 |
- |
Less: Exceptional Item |
- |
- |
Profit before Tax (PBT) |
584.97 |
- |
Tax Expenses: |
|
|
Current Tax |
150.59 |
- |
MAT |
- |
- |
Tax of previous year |
(3.35) |
- |
Deferred Tax |
0.61 |
- |
Net Profit/(Loss) after tax (PAT) |
437.12 |
- |
Add:- Share of profit/ loss transferred to/ from minority interest |
0.02 |
|
Net Profit for the year (after adjustment for minority interest) |
437.14 |
|
Earnings per share (Basic & Diluted) |
4.23 |
- |
Paid Up Share Capital |
10,34,15,240 |
- |
2. FINANCIAL HIGHLIGHTS AND OPERATION
The Company is engaged in the business of providing diagnostic and related healthcare
tests and services in Kanpur and nearby areas. The Company provides a broad range of
diagnostic and related healthcare tests and services such as patient diagnosis, prevention
and wellness diagnosis services to its patients and healthcare providers. The Company is
in process to open several diagnostics labs in various parts of the Company. Apart from
the major lab in Kanpur, our major lab in Lucknow, Uttar Pradesh has also become
completely operational w.e.f. April, 2022.
The Key highlights pertaining to the business of the Company for the financial year
2021-22 have been given hereunder:-
Standalone
The Total Revenue from operations of the Company during the financial year
2021-22 was INR 1592.97 Lakhs against the revenue from operations of INR 1045.50 Lakhs in
the previous financial year 2020-21.
The Net Profit before tax for the year under review was INR 585.31 Lakhs as
compared to the profit before tax in the previous year of INR 275.48 Lakhs.
The Net Profit after tax for the year under review was INR 437.46 Lakhs as
compared to the profit after tax in the previous year of INR 201.72 Lakhs.
Consolidated
The Total Revenue from operations of the Company during the financial year
2021-22 was INR 1592.97 Lakhs.
The Net Profit before tax for the year under review was INR 584.97 Lakhs.
The Net Profit after tax for the year under review was INR 437.14 Lakhs.
Your Company has complied with all the acts, rules, regulations and guidelines
issued/prescribed by the Securities Exchange Board of India, Reserve Bank of India,
Ministry of Corporate Affairs and other statutory authorities subject to some delayed
compliances due to some unavoidable reasons. The inter-corporate loans, investments and
guarantees, given by the Company during the period under review, if any, were in the
ordinary course of business and at arms length. The Financial Statements are forming
part of this Annual Report.
3. RESERVES
During the financial year under review, the Company has transferred the Surplus to its
reserves as shown in notes to accounts of the financial statements.
4. SHARE CAPITAL
The Paid up Share Capital of the Company as on 31st March, 2022 is INR
10,34,15,240/-. During the year under review, the authorized share capital of the
Company was increased from INR 5,00,00,000/- to INR 12,00,00,000/- which was duly
approved by the shareholders of the Company through Postal Ballot. Further, the Company
issued and allotted 56,40,830 bonus equity shares of INR 10/- each to its
shareholders in the ratio of 6:5 by capitalizing a sum of INR 5,64,08,300/- (duly
approved by the shareholders through Postal Ballot) and accordingly the additional new
shares issued and allotted pursuant to the bonus issue got trading approval from the BSE
w.e.f. April 11,2022.
5. EMERGENCE OF COVID-19
The outbreak of Covid 19 pandemic and consequent lockdown has not had any impact on our
ability to render services to our customers or lenders. The business and credit terms are
actively communicating with costumers having high risk business profiles to jointly
evaluate the best possible situation to mitigate the crises. Covid-19 continues to spread
across the globe and India which has contributed to significant decline and volatility in
global and financial market and a significant decrease in overall economic activities. It
presented us an operational challenge. The management believes that it has taken into
account all possible impact of known events arising out of Covid-19 pandemic in the
preparation of quarterly results.
6. CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business activity of the Company during the period
under review.
7. DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY (IES)
The details on the performance and financial positions of Subsidiary (ies), Associate
(s) and Joint Venture Companies are given in Management Discussion & Analysis Report.
Further, pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the
Companies (Accounts) Rules, 2014, the salient features of Financial Statements of
Subsidiary, Associate and Joint Venture Companies in Form No. AOC-1 form part of
the Annual Report for FY 202122, separately.
In terms of Proviso to Section 136(1) of the Companies Act, 2013, your Company will
place separate audited Financial Statements in respect of each of its Subsidiary Company
on its website and also provide a copy of separate audited Financial Statements in respect
of each of its Subsidiary Companies to any Shareholder of the Company who seeks the same.
The Financial Statements of the Subsidiary Companies will also be kept open for inspection
at the registered offices of the Corporation/ respective Subsidiary Companies.
In terms of Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Board adopted a Policy for Determining Material Subsidiary
("Material Subsidiary Policy") in terms of which none of the subsidiaries are
material subsidiaries of the Company. Details of the Material Subsidiary Policy are given
in the Corporate Governance Report which is annexed to and forms an integral part of this
Board's Report.
8. DIVIDEND
With a view to provide a cushion for any financial contingencies in the future and to
strengthen the financial position of the Company, your Directors have decided not to
recommend any dividend for the period under review. Therefore, the Company's Board of
Directors does not recommend a dividend for the year ended March 31,2022.
9. INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROLS
The Company has in place an adequate Internal Financial Control System with reference
to the financial statements and Internal Control System, commensurate with the size, scale
and complexity of its operations.
The Directors have laid down Internal Financial Control procedures to be followed by
the Company which ensures the compliance with various policies, practices and statutes,
keeping in view the organizations pace of growth and increasing complexity of
operations for orderly and efficient conduct of its business.
The Audit Committee of the Board, is vested with the powers to evaluate the adequacy
and effectiveness of the Internal Financial Control system of the Company, thereby
ensuring that:-
1. Systems have been established to ensure that all the transactions are executed in
accordance with the managements general and specific authorization.
2. Systems and procedures exist to ensure that all the transactions are recorded so as
to permit preparation of financial statements in conformity with the Generally Accepted
Accounting Principles (GAAP) or any other criteria applicable to such Statements, and to
maintain accountability for effective and the timely preparation of reliable financial
information.
3. Access to assets is permitted only with the managements general and specific
authorization. No assets of the Company are allowed to be used for personal purposes,
except in accordance with the terms of employment or except as specifically permitted.
4. The existing assets of the Company are verified /checked at reasonable intervals and
appropriate action is taken with respect to differences, if any.
5. Appropriate systems are in place for prevention and detection of frauds and errors
and for ensuring adherence to the Companys various policies as listed on the Website
and otherwise disseminated internally.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The composition of the Board is governed by the relevant provisions of the Companies
Act, 2013 and rules made thereunder, the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Articles of Association of
the Company, and all other applicable laws and is in accordance with the best practices in
corporate governance from time to time.
i. Board of Directors
As on March 31,2022, the following were the Directors of the Company:-
1. |
Mr. Arun Kumar Gupta |
(Executive Director; Managing Director) |
2. |
Mrs. Rashika Agarwal |
(Non-Executive Woman Director) |
3. |
Mr. Umang Gupta |
(Non-Executive Independent Director) |
4. |
Mr. Abhiram Saran Agarwal |
(Non-Executive Independent Director) |
ii. Fit and Proper Criteria
All the Directors of the Company duly meet the fit and proper criteria stipulated by
the law.
iii. Directorships ceased during the year:
During the year under review, no Directors resigned/ retired from the Board.
iv. Directors appointed during the year:
During the year under review, no Directors were appointed on the Board.
iv. Declaration of Independence:
All the Independent Directors of the Company have submitted the declaration of their
independence in conformity of Section 149(7) of the Companies Act, 2013 and rules made
thereunder, stating that they meet the criteria of independence as provided in Section
149(6) of the Companies Act, 2013 and are not disqualified from continuing as Independent
Directors.
During the period under review, the Independent Directors of the Company had no
pecuniary relationship or transactions with the Company, other than the sitting fees,
commission and reimbursement of expenses incurred by them for the purpose of attending the
meetings of the Company.
v. Retirement by Rotation
In accordance with the provisions of the Companies Act, 2013 and rules made thereunder,
Mrs. Rashika Agarwal, Director of the Company, is liable to retire by rotation at the
ensuing Annual General Meeting and has offered her candidature for re-appointment as a
Director of the Company at the ensuing Annual General Meeting.
vi. Key Managerial Personnel
During the period under review, Mr. Sanjav Bhargava, was appointed as CEO of the
Company
w.e.f. 18/10/2021. Apart for the above, there was no other change in the Key Managerial
Personnel ("KMP") of the Company. However, Mr. Sanjav Bahragava, due to his
other preoccupations has resigned from his office w.e.f. 15/04/2022.
As on March 31, 2022, the Company had the following KMPs in accordance with the
provisions of the Companies Act, 2013 and rules made thereunder:
Mr. Arun Kumar Gupta |
Managing Director |
Mrs. Avani Gupta |
Chief Financial Officer |
Mr. Sanjav Bhargava |
Chief Executive Officer |
Mr. Vanshul Asnani |
Company Secretary & Compliance Officer |
vii. Board Meetings
During the period under review, 18 (Eighteen) Board meetings were held and the
intervening gap between the meetings were within the period prescribed under the Companies
Act, 2013 and rules made thereunder.
viii. Committees of the Board
The following are the Committees constituted by the Board:
i) Audit Committee;
ii) Nomination & Remuneration Committee;
iii) Stakeholder Relationship Committee;
ix. Composition of the Committees:
The following was the composition of the Committees as on 31st March, 2022:
AUDIT COMMITTEE
Abhiram Saran Agarwal |
Chairperson |
Umang Gupta |
Member |
Rashika Agarwal |
Member |
Vanshul Asnani |
Secretary |
STAKEHOLDERS RELATIONSHIP COMMITTEE
Rashika Agarwal |
Chairperson |
Umang Gupta |
Member |
Abhiram Saran Agarwal |
Member |
Vanshul Asnani |
Secretary |
NOMINATION AND REMUNERATION COMMITTEE
Abhiram Saran Agarwal |
Chairperson |
Umang Gupta |
Member |
Rashika Agarwal |
Member |
Vanshul Asnani |
Secretary |
x. Board and Committee Meetings
Details of meetings of Board and Committees are as below:
S No. |
Date of Board Meeting |
No. of Directors Present |
1. |
26/04/2021 |
4 |
2. |
07/06/2021 |
4 |
3. |
07/07/2021 |
4 |
4. |
10/08/2021 |
4 |
5. |
03/09/2021 |
4 |
6. |
30/09/2021 |
4 |
7. |
18/10/2021 |
4 |
8. |
08/11/2021 |
4 |
9. |
13/11/2021 |
4 |
10. |
18/11/2021 |
4 |
11. |
06/12/2021 |
4 |
12. |
16/12/2021 |
4 |
13. |
29/12/2021 |
4 |
14. |
25/01/2022 |
4 |
15. |
14/02/2022 |
4 |
16. |
02/03/2022 |
4 |
17. |
17/03/2022 |
4 |
18. |
31/03/2022 |
4 |
S No. |
Date of Audit Committee meeting |
No. Members Present |
1. |
07/06/2021 |
3 |
2. |
07/07/2021 |
3 |
3. |
03/09/2021 |
3 |
4. |
13/11/2021 |
3 |
5. |
29/12/2021 |
3 |
6. |
02/03/2022 |
3 |
S No. |
Date of Stake Holders Committee Meeting |
No. of Members Present |
1. |
07/06/2021 |
3 |
2. |
07/07/2021 |
3 |
3. |
03/09/2021 |
3 |
4. |
13/11/2021 |
3 |
5. |
29/12/2021 |
3 |
6. |
02/03/2022 |
3 |
s No. |
Date of Nomination and Remuneration Committee Meeting |
No. of Members Present |
1. |
07/06/2021 |
3 |
2. |
07/07/2021 |
3 |
3. |
03/09/2021 |
3 |
4. |
13/11/2021 |
3 |
5. |
29/12/2021 |
3 |
6. |
02/03/2022 |
3 |
11. POLICIES GOVERNING THE APPOINTMENT AND REMUNERATION OF THE DIRECTORS AND EMPLOYEES
The Nomination & Remuneration Committee develops the competency requirements of the
Board based on the industry and strategy of the Company, conducts a gap analysis and
recommends the reconstitution of the Board, as and when required. It also recommends to
the Board, the appointment of Directors having good personal and professional reputation
and conducts reference checks and due diligence, before recommending them to the Board.
Besides the above, the Nomination & Remuneration Committee ensures that the new
Directors are familiarized with the operations of the Company and endeavors to provide
relevant training to the Directors.
In accordance with the provisions of Section 178 of the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has adopted a Policy on diversity of the Board of Directors
and a Policy on remuneration of the directors, key managerial personnel and other
employees. The Policy on Diversity of the Board of Directors have been framed to encourage
diversity of thought, experience, knowledge, perspective, age and gender in the Board. The
Policy on remuneration of the directors, key managerial personnel and other employees is
aligned to the philosophy on the commitment of fostering a culture of leadership with
trust.
The Policy on remuneration of the directors, key managerial personnel and other
employees aims: (a) that the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors, Executives and Other Employees of
the quality required to run the Company successfully; (b) that relationship of
remuneration to performance is clear and meets appropriate performance benchmarks; (c)
that remuneration to Directors, Executives and Other Employees involves a balance between
fixed and variable pay reflecting short and long-term performance objectives appropriate
to the working of the Company and its goals; and (d) to enable the Company to provide a
well-balanced and performance-related compensation package, taking into account
shareholder interests, industry standards and relevant Indian corporate regulations. The
detailed policy on remuneration of the directors, key managerial personnel and other
employees is available on the Website.
The company has formulated the Nomination and Remuneration Policy in respect of
appointment and remuneration of the directors in pursuance of section 178(3).
The Board considered the Nomination and Remuneration Committee's recommendation and
approved remuneration of managerial personnel which is as follows:
Sr. No. |
Name of Director |
Designation |
Proposed remuneration to be paid per month |
1. |
Avani Gupta |
CFO |
Rs. 40,000/- (Remuneration) |
Further, None of the employee is in receipt of remuneration in excess of the limits
prescribed in the Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
10. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has framed a Policy on Prevention of Sexual Harassment at Workplace in
accordance with the applicable laws for all employees of the Company to inter alia ensure
that the employees are not subject to any form of sexual harassment and to constitute the
Internal Complaints Committee to redress the complaints, if any. Your Company is fully
committed to protect the rights of any women, of any age, whether employed or not, who
alleges to have been subjected to any act of sexual harassment within the Companys
premises. Your Company provides a safe and healthy work environment.
During the period under review, there were no cases of sexual harassment reported to
the Company.
11. POLICY ON PERFORMANCE EVALUATION OF THE DIRECTORS, BOARD AND ITS COMMITTEES
The Nomination & Remuneration Committee has devised a policy for the performance
evaluation of the Independent Directors, Board, its Committees and the other individual
Directors and has laid down the performance evaluation and assessment criteria/parameters.
The Independent Directors in terms of Schedule IV to the Companies Act, 2013 and the
provisions of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, at its separate meeting, evaluated the
performance of the Chairman, Non-Independent Directors and the Board as a whole.
The Nomination & Remuneration Committee carried out the evaluation of every
Directors performance and the Board carried out a formal evaluation of its own
performance, Board Committees and the performance of each of the Directors, without the
presence of the Director being evaluated. The criteria/parameters laid down for the
evaluation of performance of the Independent Directors is provided in the Corporate
Governance report, forming part of this Annual Report.
12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and
Analysis Report is enclosed as a part of this Annual Report.
13. DIRECTORS RESPONSIBILITY STATEMENT
The Board acknowledges the responsibility for ensuring compliance with the provisions
of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in preparation of
the Financial Statements for the financial year ended on March 31, 2022 and state:
a) That in the preparation of Annual Accounts for the Financial Year ended as at March
31, 2022, the applicable Indian Accounting Standards have been followed along with the
proper explanation relating to the material departures;
b) That 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 at the Financial Year
ended as at March 31, 2022 and of the profit and loss of the Company for the Financial
Year ended on March 31, 2022;
c) That 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 or other
irregularities;
d) That the Directors have prepared the annual accounts on a going concern basis;
e) That the Directors 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) There is a proper system to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants, including audit of internal financial
controls over financial reporting by the statutory auditors, and the reviews performed by
management and the relevant Board Committees, including the Audit Committee, the Board is
of the opinion that the Company's internal financial controls were adequate and effective
during the period under review.
14. PUBLIC DEPOSITS
The Company did not accept any public deposits during the year under review. Therefore,
the disclosures as required under the Companies Act, 2013 and the rules made thereunder,
and Master Directions are not applicable on the Company.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
forms part of the Notes to the Financial Statements provided in this Annual Report.
16. AUDITORS
a) STATUTORY AUDITORS:
During the year under review, M/s. P. D. Dalai & Co., Chartered Accountants, (FRN:-
102047W) resigned as the Statutory Auditors of the Company with effect from December 02,
2021 due to other pre-occupations.
Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Sharp Aarth
& Co. LLP, Chartered Accountants (Firm Regn. No.: 132748W), were appointed as the
Statutory Auditors of the Company for the Financial Year 2021-22 by the Board on December
29, 2021 and there appointment was duly ratified in the Extra-Ordinary General Meeting
through Postal Ballot held on March 17, 2022. Consequently, resolution for re-appointment
of M/s Sharp Aarth & Co. LLP, Chartered Accountants (Firm Regn. No.: 132748W) as
Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive
financial years, from the conclusion of the 4th Annual General Meeting of the
Company until the conclusion of the 9?1 Annual General Meeting of the Company
shall be placed before the shareholders for approval in the ensuing Annual General Meeting
of the Company.
The report submitted by the Statutory Auditors on the Financial Statements of the
Company forms part of this Annual Report. There have been no qualifications, reservations
or adverse remarks or disclaimer given by the Statutory Auditors in their report other
than a qualified opinion which is as follows:-
1. Gratuity Liability and Leave Encashment Liability is not provided for in the books
of accounts of the Company and is thus not in accordance with Accounting Standard 15 on
"Employee Benefits" issued by the Institute of Chartered Accountants of India.
Comment by the Board of Directors:
1. Company does not have any agreement with employees for any leave encashment and
retirement benefits and accordingly gratuity liability and leave encashment liability are
recognised on actual payment basis, hence no provision has been made for gratuity and
leave encashment liabilities.
b) SECRETARIAL AUDITORS
The Board had appointed M/s. Rinku Gupta & Associates, Company Secretaries, as the
Secretarial Auditors of the Company to undertake the Secretarial Audit for the financial
year 2021-22 in terms of the provisions of Section 204 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Auditors have submitted their report in the Form MR-3, which forms part
of this Annual Report as "Annexure II" and have reported the following
observations:-
1. There was deviation/ variation in the use of proceeds from the objects stated in the
offer document.
Comment by the Board of Directors:
1. The deviation/ variation in the use of proceeds from the objects stated in the offer
document was primarily due to the ongoing COVID-19 Pandemic and to save the Company for
any possible financial crisis and Company has started using the said funds for the objects
stated in the offer document and till the period ended on 31st March, 2022,
most of the amounts have been utilized.
c) INTERNAL AUDITORS
The Board had appointed M/s. Bhagya Shri & Co., Chartered Accountants, as the
Internal Auditors to undertake internal audit of the Company for the financial year
2021-22 in terms of the provisions of Section 138 of the Companies Act, 2013 and rules
made thereunder.
17. COST RECORDS
The provisions of the Section 148 of the Companies Act, 2013 read with Companies (Cost
Records and Audit) Rules, 2014, are not applicable on the Company for the period under
review.
18. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed
herewith as "Annexure III".
19. CORPORATE GOVERNANCE REPORT
It has always been the Companys endeavor to excel through better Corporate
Governance and fair and transparent practices. The report on Corporate Governance for the
financial year 202122 is appended to this Annual Report.
20. RELATED PARTY TRANSACTIONS
All the transactions carried out with related parties for the year under review were on
arms length basis, which were duly approved by the Audit Committee and are in
compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing
Regulations.
There are no material 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. The Related Party Transactions Policy as
approved by the Board is uploaded on the Company's website. Your Directors draw attention
of the members to Note No. 27 of the Standalone Financial Statement which sets out related
party disclosures.
All transactions entered with Related Parties for the year under review were on arm's
length basis and in the ordinary course of business and the provisions of Section 188 of
the
Companies Act, 2013 and Rules made there under are not attracted. Thus disclosure in
Form AOC-2 in terms of Section 134 of Companies Act, 2013 is not required.
21. CODE OF CONDUCT
The Board has approved a Code of Conduct which is applicable to the members of the
Board and all the employees in the course of day to day operations of the Company. The
Code of Conduct has been placed on the website of the Company.
The Code of Conduct 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 workplace, in business
practices and in dealing with stakeholders. All the members of the Board and the Senior
Management Personnel have confirmed compliance with the Code of Conduct.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read
with the rules made thereunder and pursuant to the provisions of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has established a Vigil Mechanism to be known as the Vigil Mechanism
Policy for its Directors and employees, to report instances of unethical
behavior and actual or suspected fraud or violation of the Companys Code of Conduct.
The aim of the Vigil Mechanism Policy is to provide adequate safeguards against
victimization of the whistle blower who avails the mechanism and provides direct access to
the Chairman of the Audit Committee, in appropriate or exceptional cases.
Accordingly, the Vigil Mechanism Policy has been formulated with a view to provide a
mechanism for the Directors and employees of the Company to approach the Ethics Officer or
the Chairman of the Audit Committee of the Company.
The purpose of Vigil Mechanism Policy is to provide a framework in order to promote
responsible and secure whistle blowing. It protects employees willing to raise a concern
about serious irregularities within the Company.
During the period under review, no such complaint of unethical or improper activity has
been received by the Company.
23. PREVENTION OF INSIDER TRADING
The Company has adopted an Insider Trading Policy with a view to regulate the trading
in securities by the designated persons of the Company. The Insider Trading Policy
requires preclearance for dealing in the Companys shares and prohibits the purchase
or sale of Company shares by the designated persons while in possession of unpublished
price sensitive information in relation to the Company and during the period when the
trading window is closed. The Board is responsible for the implementation of the Insider
Trading Policy.
The Insider Trading Policy can be accessed from the website of the Company.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO
a) CONSERVATION OF ENERGY
I. Steps taken or impact on conservation of energy - The operations of your Company are
not energy intensive. However, adequate measures have been initiated for conservation of
energy.
II. Steps taken by the Company for utilizing alternate source of energy - though the
operations of the Company are not energy intensive, the Company shall explore alternative
source of energy, as and when the necessity arises.
III. Capital investment on energy conservation equipment - Nil
b) TECHNOLOGY ABSORPTION
I. Efforts made towards technology absorption - The minimum technology required for the
business has been absorbed.
II. Benefits derived like product improvement, cost reduction, product development or
import substitution- Not Applicable
III. In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year) -
a) the details of technology imported: Not Applicable
b) the year of import: Not Applicable
c) whether the technology has been fully absorbed: Not Applicable
d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: Not Applicable
IV. Expenditure incurred on Research and Development - Not Applicable
c) FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, there were following foreign exchange transactions:
1. Earnings: Nil 2. Outgo: Nil
25. FRAUD REPORTING
There was no fraud reported by the Statutory Auditors of the Company, under Section
143(12) of the Companies Act, 2013 and rules made thereunder, to the Board during the
period under review.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There have been no significant and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and Company's operations in future.
Further, no penalties have been levied by any Regulators, during the period under
review.
27. MATERIAL CHANGES AND COMMITMENTS, IF ANY
There have been no material changes during the year under review. The overall
performance of the company was steady and satisfactory. Company successfully managed to
pay all its liabilities in time and managed to carry out all its business and commercial
obligations timely and with dignity. Your directors shall continue to put-in all efforts
for a better and bright prospects of the company. The company is considering various
possibilities for optimizing the present business activities keeping in view the
profitability and stability of business of the company. The company is also pursuing the
possibility into other related activities. There have not been any material changes and
commitments affecting the financial position of the company between the end of the
financial year of the company and the date of the Boards' report.
28. CORPORATE SOCIAL RESPONSIBILITY
During the period under review, the provisions of Section 135 and Schedule VII to the
Companies Act, 2013, and rules made thereunder, pertaining to Corporate Social
Responsibility ("CSR") is not applicable to the Company.
Therefore, the details of expenditures on CSR activities are not furnished by the
Company.
29. RISK MANAGEMENT
The company has adequate Risk management systems for timely identification, assessment,
and prioritization of risks and its consequent effect in terms of uncertainty on
objectives of the company.
There is proper and constant follow-up through coordinated and economical application
of resources to minimize, monitor, and control the probability and/or impact of
unfortunate events and to maximize the realization of opportunities.
Risk management policy is guided by the objective to assure that risk uncertainties do
not deflect the endeavor of the operational efforts on each level from the business goals.
30. HUMAN RESOURCE-INITIATIVES
During the period under review, your Company has strengthened its Management team and
Core Leadership team to steer the Companys business conscientiously and diligently.
Efforts have been put in to attract the best talent from the industry to build a strong
foundation.
Your Company provides an employee friendly environment where employees are empowered
and given an opportunity to demonstrate their talent, that eventually boost their career
growth in the Company.
31. LISTING OF SECURITIES
The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai on
13th day of January, 2020. The listing fee for the Financial Year 2021-22 has
been duly paid.
The Company issued and allotted 56,40,830 bonus equity shares of INR 10/- each
to its shareholders in the ratio of 6:5 by capitalizing a sum of INR 5,64,08,300/- (duly
approved by the shareholders through Postal Ballot) and accordingly the additional new
shares issued and allotted pursuant to the bonus issue got trading approval from the BSE
w.e.f. April 11,2022.
32. STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS
Your Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards and such systems are adequate and operating effectively.
33. GENERAL DISCLOSURES
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 period under
review:
a) The Company has not bought back any of its securities;
b) The Company has not issued any sweat equity shares;
c) The Company has not issued equity shares with differential rights as to dividend,
voting or otherwise;
d) The Company is not liable to transfer amount of dividend lying in the unpaid
dividend account to Investor Education and Protection Fund (IEPF) pursuant to provisions
of Section 125 of the Companies Act, 2013; and
e) There was no revision in the financial statements between the end of the financial
year and the date of this report.
36. ACKNOWLEDGEMENTS
Your Directors would gratefully like to place their appreciation for the assistance and
cooperation received from the Companys bankers during the period under review. The
Directors also acknowledge, with appreciation, the support and co-operation rendered by
various Government Agencies and Departments. Your Directors would also wish to place on
record their deep sense of appreciation for the continued support from all the investors
of the Company.
By Order of the Board of directors For Gian Life Care Limited |
Sd/- |
Sd/- |
Place: Kanpur |
Rashika Agarwal |
Arun Kumar Gupta |
Date: 05/09/2022 |
(Director) |
(Managing Director) |
|
DIN:08275078 |
DIN:01331593 |
|