Your Directors have pleasure in presenting the 1r Board's Report together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial period ended 31st March. 2024.
FINANCIAL HIGHLIGHTS
|
(Amount in Lakhs)
|
|
Particulars
|
2023-24
|
|
|
Net Sales / Income from Business Operations
|
260.58
|
|
Other Income
|
0.00
|
|
Total Income
|
260.58
|
|
Less: Expenses
|
167.24
|
|
Profit / Loss before tax and Extra Ordinary / Exceptional Items
|
93.34
|
|
Less: Extra Ordinary / Exceptional Items
|
0.00
|
|
Proftt Before Tax
|
93.34
|
|
Less. Cuiienl Income Tax
|
21.00
|
|
Less: Previous period Adjustment of Income Tax
|
0.00
|
|
Less: Deferred Tax
|
2.58
|
|
Net Proftt After Tax
|
69.76
|
STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK
During the period under review, the Company has earned Rs. 260.58 Lakhs as revenue from operations. The net profit for the period under review has been Rs. 69.76 Lakhs. Your Directors are continuously looking for avenues for future growth of the Company. They are working on enhancing revenues and profitability of the company. If will now be the Company's endeavor to improve on it in the years ahead.
In accordance with the main objects, our Company acquired the proprietorship concern of Dr. Jaykumar Narendra Vyas. our Promoter comprising of the Hospitals i.e. Dr.
Vyos's Heart Hospital and Dr. Vyas; Hospital pursuant to a Business Transfer Agreement date July 17. 2023 ("BTA"). Thereafter, our Company was converted into a Public Limited Company and the name of our Company was consequently changed to 'Broach Lifecare Hospital Limited' and a fresh Certificate of Incorporation dated November 7. 2023 issued by Registrar of Companies, Ahmedabad. The Company has filed draft prospectus on 30th December. 2023 with BSE for listing on SME platform which is under process.
This is first financial year of Company starting from 25'h April. 2023 to 31 *• March. 2024. Subsequent financial years will start from l*> April of the year to 315' March of subsequent year.
CHANGE IN NATURE OF BUSINESS:
During the period under review, there was no change in nature of business of the Company.
DIVIDEND
To strengthen the financial position of the Company and to augment working capital, your directors has not recommended final dividend.
WEBLINK OF ANNUAL RETURN
Annual return of the Company will be available at the weblink: https://maplehospital.in/lnvestor-Relations.aspx once it is signed.
TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT. 2013
The Company has not transferred any amount from its Profit & Loss Account to General Reserve of the Company.
INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY
The Company does not have any Subsidiary. Joint venture or Associate Company. No Company has become or ceased to be subsidiary. Joint Venture or Associate Company during the period under the review.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Since this first financial year of the company, there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Secfion 125 of the Companies Act. 2013 do not apply.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial period to which these financial statements relate and on the date of this report.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Period 2023-24. the Company held 25 (Twenty Five] board meetings of the Board of Directors as per Section 173 of Companies Act. 2013 which is summarized below. The provisions of Companies Act. 2013 were adhered to while considering the time gap between two meetings.
|
Sr. No
|
Date of Board Meeting
|
Board Strength
|
Number of Directors present
|
|
1
|
28/04/2023
|
2
|
2
|
|
2
|
20/05/2023
|
2
|
2
|
|
3
|
30/05/2023
|
2
|
2
|
|
4
|
20/06/2023
|
2
|
2
|
|
5
|
10/07/2023
|
2
|
2
|
|
6
|
15/07/2023
|
2
|
2
|
|
7
|
17/07/2023
|
2
|
2
|
|
8
|
20/07/2023
|
2
|
2
|
|
9
|
26/07/2023
|
2
|
2
|
|
10
|
19/08/2023
|
2
|
2
|
|
11
|
25/08/2023
|
2
|
2
|
|
12
|
31/08/2023
|
2
|
2
|
|
13
|
05/09/2023
|
2
|
2
|
|
14
|
16/09/2023
|
2
|
2
|
|
15
|
05/10/2023
|
2
|
2
|
|
16
|
01/11/2023
|
3
|
3
|
|
17
|
09/11/2023
|
3
|
3
|
|
18
|
24/11/2023
|
3
|
3
|
|
19
|
15/12/2023
|
4
|
4
|
|
20
|
21/12/2023
|
5
|
5
|
|
21
|
30/12/2023
|
5
|
5
|
|
22
|
17/01/2024
|
5
|
5
|
|
23
|
01/02/2024
|
5
|
5
|
|
24
|
06/03/2024
|
5
|
5
|
|
25
|
26/03/2024
|
5
|
5
|
Meetings of Stakeholder Relationship Committee
The Stakeholder Relationship Committee of the Board met 1 time during the Financial Period under review as follows:
|
S.
No.
|
Date of
Committee
Meeting
|
Number of members
of Committee
|
Number of members who attended the Committee Meeting
|
|
1.
|
22/12/2023
|
3
|
3
|
Meetings of Audit Committee
The Audit Committee of fhe Board met 4 times during the Financial Period under review as follows:
|
S.
No.
|
Date of
Committee
Meeting
|
Number of members
of Committee
|
Number of members who attended the Committee Meeting
|
|
1.
|
22/12/2023
|
3
|
3
|
|
2.
|
30/12/2023
|
3
|
3
|
|
3.
|
15/02/2024
|
3
|
3
|
|
4
|
06/03/2024
|
3
|
3
|
Meetings of Nomination and Remuneration Committee
The Nomination and remuneration Committee of the Board met 2 times during the Financial Period under review as follows:
|
S.
No.
|
Date of
Committee
Meeting
|
Number of members of Committee
|
Number of members who attended the Committee Meeting
|
|
1.
|
22/12/2023
|
3
|
3
|
|
2.
|
06/03/2024
|
3
|
3
|
MEETINGS OF THE MEMBERS
During the Financial Period 2023-24. the Company held 10 (Ten) general meetings of the members which is summarized below.
|
SN
|
Date of Meeting
|
Type of Meeting
|
Members
Strength
|
No. of Members Present
|
|
1.
|
30/05/2023
|
Extra Ordinary General Meeting
|
2
|
2
|
|
2.
|
17/07/2023
|
Extra Ordinary General Meeting
|
2
|
2
|
|
3.
|
20/07/2023
|
Extra Ordinary General Meeting
|
2
|
2
|
|
4
|
25/07/2023
|
Extra Ordinary General Meeting
|
2
|
2
|
|
5
|
16/09/2023
|
Extra Ordinary General Meeting
|
8
|
7
|
|
6
|
05/10/2023
|
Extra Ordinary General Meeting
|
8
|
5
|
|
7
|
11/10/2023
|
Extra Ordinary General Meeting
|
8
|
7
|
|
8
|
09/12/2023
|
Extra Ordinary General Meeting
|
8
|
7
|
|
9
|
20/12/2023
|
Extra Ordinary General Meeting
|
8
|
7
|
|
10
|
26/12/2023
|
Extra Ordinary General Meeting
|
8
|
7
|
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act. 2013 the Board of Directors of the
Company confirms that-
(a) In the preparation of the annual accounts for the Financial period ended on 31” March. 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures:
(b) The directors had 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 end of the financial period and of the profit and loss of the company for that period:
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:
(d) The directors had prepared the annual accounts on a going concern basis: and
(e) Company being unlisted sub clause (e) of section 134(3) is not applicable.
(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.
AUDITORS
Present statutory Auditor M/s. K. K. Haryani & Co.. Chartered Accountants (FRN:
I2195QW) were appointed at board meeting held on 20th May. 2023 to hold office till
conclusion of first Annual General meeting of the company. The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company. Being eligible, they have offered themselves for reappointment. It is proposed to reappoint them for the further period of five years. The company has received eligibility certificate from the retiring auditor.
AUDITORS’ REPORT
The Statutory Auditors’ Report on the Financial Statements of the Company for FY 2023-24 does not contain any qualifications, reservations, adverse remarks or disclaimer except their comments on audit trail feature of accounting software. Regarding comments of auditor for not having a feature of recording audit trail (edit log) facility in accounting software, your Directors wish to state that the company working on enabling a feature of recording audit trail (edit log) facility in accounting software with immediate effect.
REPORTING OF FRAUD BY AUDITORS
During the period under review, statutory auditor has not reported under section 143 (12) of the Companies Act. 2013. any instances of fraud committed against the company by its officers or employees.
LOANS. GUARANTEES AND INVESTMENTS
The Company has given no loans, provided no guarantees and made no investments during the period u/s 186 of the Companies Act. 2013.
RELATED PARTY TRANSACTIONS
All the related party transactions entered by the Company were at arms' length and in the ordinary course of business. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority. The material contracts or arrangements entered into during the Financial Period 2023-24 are disclosed in Form AOC-2 annexed herewith as Annexure: 1 The details of all related party transactions are disclosed in Notes to Financiol Statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
A. Conservation of Energy, Technology Absorption CONSERVATION OF ENERGY:
|
(i)
|
The steps taken or impact on conservation of energy.
|
The Company exercised the strict control in its operations to minimize the power cost and reduce the waste of enerqy.
|
|
(i'l
|
The steps taken by the company for utilizina alternate sources of energy.
|
N. A.
|
|
(iii)
|
The capiial investment on energy conservation equipments.
|
N. A.
|
TECHNOLOGY ABSORPTION:
|
1
|
Efforts in brief, made towards technology absorption, adaptation and innovation
|
None
|
|
2
|
Benefits derived as a result of the above efforts
|
N. A.
|
|
3
|
Information Regarding Imported Technology
|
N. A.
|
|
4
|
Expenditure Incurred on R & D
|
N. A.
|
B. Foreign exchange earnings and Outgo
|
Particulars
|
Amount in Lakhs
|
|
Earnings
|
NIL
|
|
Outgo
|
NIL
|
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.
DIRECTORS i KMP
During the period, the composition of the Board of Directors of your Company has been in conformity with the requirements of the Companies Act. 2013. The Board of Directors of the Company as on 31st March. 2024 consisted of 5 Directors. There were following changes in constitution of board of company
|
Sr
no
|
Name
|
Date of events
|
Reasons
|
|
i.
|
Dr. Jaykumar Norendro Vyas
|
April 25. 2023
|
Appointment as Executive Director
|
|
2.
|
Dr. Shachi Jaykumar Vyas
|
April 25. 2023
|
Appointment as Executive Director
|
|
3.
|
Mrs. Dhyuti Krupesh Joshi
|
October 5. 2023
|
Appointment as Additional Non-Executive Director
|
|
4.
|
Mrs. Dhyuti Krupesh Joshi
|
December 9. 2023
|
Change in Designation as Chairman & Non-Executive Director
|
|
s.
|
Dr. Jaykumar
Ncrcndrc Vyas
|
December 9, 2023 _._
|
Change in Designation from Executive Director to Managing Director.
|
|
6.
|
Dr. Shachi Jaykumar Vyas
|
— December 9. 2023
|
Change in Designation from Executive Director to Whole-time Director.
|
|
7.
|
Mr. Mehul
Ncrendrakumar Hinqu
|
December 9. 2023
|
Appointment as Non-Executive Independent Director
|
|
8.
|
Mr. Shrikrishna Ramesh Chaudhari
|
December 15. 2023
|
Appointment as Additional Non-Executive Independent Director
|
|
December 20, 2023
|
Change in Designation as Non-Executive Independent Director
|
Dr. Shachi Jaykumar Vyas. Whole-time Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors, based on the recommendation of the Nomination and Remuneration C'NRC") Committee, has recommended her re-appointment.
In a separate meeting of Independent Directors, performance of Non-Independent Ý directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non- executive directors.
|
Sr.
No
|
Name
|
Date
|
Reason
|
|
1.
|
Dr. Jaykumar Narendra Vyas
|
April 25. 2023
|
Appointment as Executive Director
|
|
2.
|
Dr. Shachi Jaykumar Vyas
|
April 25. 2023
|
Appointment as Executive Director
|
|
3.
|
Mrs. Urvi Mrunal Hindia
|
December 1. 2023
|
Appointment as Cfvef Financial Officer
|
|
4.
|
Mr. Jaykumar Narendra Vyas
|
December 9. 2023
|
Change in Designation from Executive Director to Managing Director.
|
|
5.
|
Dr. Shachi Jaykumar Vyas
|
December 9, 2023
|
Change in Designation from Executive Director to Whole-time Director.
|
|
6.
|
Mrs. Swati Sharma
|
December 21. 2023
|
Appointment as Company Secretary and Compliance Officer
|
DISCLOSURE OF COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE:
The Company has constituted Stakeholder Relationship Committee (SRC) Committee on 21" December. 2023 and duly complied with the provisions of the Companies Act. 2013. The SRC Committee of the Board of the Company comprises of the following members as on 31" March. 2024:
|
Name of Director
|
Position in the Committee
|
Designation
|
|
Mr. Shrikrishna Ramesh Chaudhari
|
Chairperson
|
Non - Executive Independent Director
|
|
Dr. Jaykumar Narendra Vyas
|
Member
|
Manaqina Director
|
|
Dr. Shachi jaykumar Vyas
|
Member
|
Wnoie-iime Director
|
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:
The provisions of Sec. 177 of the Companies Act. 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules. 2013 have now become applicable to the Company. The Company has constituted Audit Committee on 21" December. 2023. Tne Audit Committee constitution is as follows as on 31" March, 2024:
| |
|
Name of Directors
|
Position in the Committee
|
Designation
|
|
Mr. Mehul Narendrakumar Hingu
|
Chairperson
|
Non - Executive Independent Diieciui
|
|
Mr. Shrikrishna Ramesh Chaudhari
|
Member
|
Non - Executive Independent Director
|
|
Dr. Jaykumar Narendra Vyas
|
Member
|
Managing Director
|
DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE
The provisions of Section I 78(1) relating to constitution of Nomination and Remuneration Committee has become applicable to the Company. Nomination and Remuneration Committee (NRC) of the Board has been constituted. The Company has constituted NRC Committee on 21« December. 2023. The NRC consists of the following Directors as on 31s' March. 2024:
|
Name of Directors
|
Position in the Committee
|
Designation
|
|
Mr. Shrikrishna Ramesh Chaudhari
|
Chairperson
|
Non - Executive Independent Director
|
|
Mr. Mehul Narendrakumar Hingu
|
Member
|
Non - Executive Independent Director
|
|
Mrs. Dhyuti Krupesh Joshi
|
Member
|
Non - Executive Director and Chairperson
|
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), Code for independent directors of the Companies Act. 2013 and they have registered their names in the Independent Directors’ Databank.
DEPOSITS
There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY 2024. Your Company did not accept any deposit during the year under review.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention. Prohibition & Redressal) Act. 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complain during the period 2023-24.
SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the period under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the period under review.
c. BONUS SHARES
1983280 Bonus equity shares were issued during the period under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
|
Details of changes In Authorized Share Capital of the Company since incorporation:
|
|
Particulars of change
|
Date of shareholders' meeting
|
|
The Authorized Share Capital of our Company is * 15,00.000/-consisting of 1.50.000 Equity Shares of face value of ? 10.00 /-each.
|
On Incorporation
|
|
Increase in Authorized Share Capital from ? 15.00.000/-consisting of 1,50.000 Equity Shares of ? 10.00/- each to ? 2.00.00.000/- consisting of 20.00.000 Equity Shares of face value of ? 10.00/- each.
|
May 30. 2023
|
|
Increase in Authorized Share Capital from ? 2.00,00.000/-consisting of 20.00.000 Equity Shares of face value of ? 10.00/-each to ? 5.00.00.000/- consisting of 50.00.000 Equity Shares of face value of ? 10.00/- each.
|
July 25. 2023
|
|
Particulars of change
|
Date of shareholders' meeting
|
|
Increase in Authorized Share Capital from ? 5.00,00.000/-consistlng of 50.00.000 Equity Shares of face value of t 10.00/-each to * 6,00,00.000/- consisting of 60,00.000 Equity Shares of ? 10.00/- each.
|
October 5. 2023
|
|
Increase in Authorized Share Capital from ? 6.00.00,000/-consisting of 60.00.000 Equity Shares of face value of ? 10.00/-each to * 6.10.00.000/- consisting of 61.00.000 Equity Shares of f 10.00/- each.
|
December 20. 2023
|
|
The following is the history of Equity Share Capital of Company:
|
|
Date of Allotment/
Issue
|
Number of Equity Shares allotted
|
Issue Price
(?)
|
Nature of Consideration
|
Nature of
aHcfment
|
|
On Incorporation
|
10.000
|
10.00
|
Cash
|
Subscription to MOA
|
|
July 20, 2023
|
18.14.100
|
10.00
|
Other than cash- pursuant to Business transfer agreement
|
Preferential
Allotment
|
|
August 25. 2023
|
1.55.000
|
45.00
|
Cash
|
Rights Issue
|
|
August 31.2023
|
2.00.000
|
45.00
|
Cash
|
Rights Issue
|
|
September 5. 2023
|
3.00.000
|
45.00
|
Cash
|
Rights Issue
|
|
September 16. 2023
|
19.83.280
|
Nil
|
N.A.
|
Bonus
|
ORDER OF COURT
There are no significant and material orders passed by the Regulators, courts or Tribunals impacting the going concern status and Company's Operations in future.
COMPLIANCE OF SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls with reference to the timely preparation of reliable financial statements.
MAINTENANCE OF COST RECORDS & COST AUDIT
The maintenance & audit of cost records under section 148 of the act is not applicable to the Company.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE. 2016
There are no proceeding, either filed the Company or filed against the company, pending under the insolvency and Bankruptcy Code. 2016 as amended, before National Company Law Tribunal or other courts during the period. 2023-24.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the period under the review, there has been no one time settlement of loan from banks and financial institution.
ACKNOWLEDGEMENT
Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks. Government Authorities. Customers and Shareholders during the period under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.
|