Directors Report of Jeena Sikho Lifecare Ltd.
Your Directors have pleasure in presenting the 9th Annual Report on the business and operations of the Company, together
with the audited standalone and consolidated financial statements for the financial year ended March 31, 2026 ("FY 2025-26").
A summary of standalone and consolidated financial results of the Company for the Financial Year 2025-26 and Financial Year
2024-25 is as follows:
|
Particulars |
Standalone |
Consolidated |
||
|
FY 2025-2026 |
FY 2024-2025 |
FY 2025-2026 |
FY 2024-2025 |
|
|
Revenue from Operations |
80,134.64 |
46,907.19 |
80,136.39 |
46,907.19 |
|
Other Income |
865.89 |
673.54 |
849.61 |
673.54 |
|
Total Income |
81,000.53 |
47,580.73 |
80,986.00 |
47,580.73 |
|
Less: Expenses |
||||
|
Cost of material consumed |
- |
- |
- |
- |
|
Purchase of Stock in Trade |
10,011.39 |
5,857.99 |
10,020.21 |
5,857.99 |
|
Changes in Inventories of Stock in Trade |
(862.53) |
(435.71) |
(867.23) |
(435.71) |
|
Employee Benefit Expenses |
14,840.48 |
10,074.28 |
14,840.48 |
10,074.28 |
|
Finance Cost |
1,283.35 |
1,065.49 |
1,283.35 |
1,065.49 |
|
Depreciation and Amortization Expenses |
4,757.82 |
2,910.54 |
4,769.20 |
2,910.54 |
|
Other Expenses |
21,182.55 |
17,350.38 |
21,200.64 |
17,350.38 |
|
Total Expenses |
51,213.06 |
36,822.97 |
51,246.65 |
36,822.97 |
|
Profit before exceptional and extraordinary |
29,787.47 |
10,757.76 |
29,739.35 |
10,757.76 |
|
Exceptional and Extraordinary items |
||||
|
Profit Before Tax |
29,787.47 |
10,757.76 |
29,739.35 |
10,757.76 |
|
Tax Expenses |
7,569.90 |
2,763.43 |
7,569.54 |
2,763.43 |
|
Net Profit for the Year |
22,217.57 |
7,994.33 |
22,169.81 |
7,994.33 |
|
Total other Comprehensive Income for the |
22,276.70 |
7,992.58 |
22,229.26 |
7,992.58 |
FINANCIAL PERFORMANCE
STANDALONE:
During the current period, your company has shown an
increase in total income of 5 81,000.53 Lakhs as against
5 47,580.73 Lakhs in the previous year on standalone
basis. The Company has earned a net profit of 5 22,217.57
Lakhs as compared to a profit of 5 7,994.33 Lakhs in the
previous year on standalone basis. The company will
continue to pursue expansion in the domestic market, to
achieve sustained and profitable growth.
During the current period, your company has shown an
increase in total income of 5 80,986.00 Lakhs as against
5 47,580.73 Lakhs in the previous year on consolidated basis.
The Company has earned a net profit of 5 22,169.81 Lakhs as
compared to a profit of 5 7,994.33 Lakhs in the previous year
on consolidated basis. The company will continue to pursue
expansion in the domestic market, to achieve sustained and
profitable growth.
Any member intending to have a copy of Balance Sheet and
other Financial Statement of these Companies shall be made
available on the website of the Company at www.jeenasikho.
com.
It shall also be kept for inspection during business hours by
any shareholder in the registered office of the Company.
SHARE CAPITAL
Authorised Share Capital
As on March 31, 2026, the Authorised Share Capital of the
Company stood at 5 25,00,00,000/-(Rupees Twenty-Five
Crores Only) divided into 12,50,00,000 (Twelve Crores Fifty
Lakhs) Equity Shares of 5. 2/- (Rupees Two) each.
During the financial year under review, pursuant to the
approval of the Members through Postal Ballot on May 23,
2025, the Company subdivided its equity shares from 1
(One) equity share of face value E 10/- each into 5 (Five)
equity shares of face value E 2/- each. The Record Date for
the purpose of the sub-division was June 12, 2025.
Consequent to the aforesaid sub-division, the authorised
share capital of the Company was reclassified into equity
shares of face value of 52/- each without any change in the
aggregate amount of the authorised share capital.
As on March 31, 2026, the Paid-up Share Capital of the
Company stood at 5. 24,86,01,460/- (Rupees Twenty-
Four Crores Eighty-Six Lakhs One Thousand Four Hundred
and Sixty) divided into 12,43,00,730 (Twelve Crore Forty-
Three Lakh Seven Hundred Thirty) equity shares of 5 2/-
(Rupees Two only) each.
During the financial year under review, pursuant to the
approval of the Members through Postal Ballot on May 23,
2025, the Company subdivided its equity shares from
1 (One) equity share of face value 5 10/- each into 5 (Five)
equity shares of face value 5 2/- each. The Record Date for
the purpose of the sub-division was June 12, 2025.
Consequent to the sub-division, the number of issued,
subscribed and paid-up equity shares increased
proportionately; however, the aggregate paid-up share
capital of the Company and the percentage shareholding of
each shareholder remained unchanged.
The Company has not issued any shares with differential
voting rights, sweat equity shares or equity shares with
differential rights during the Financial Year 2025-26.
MIGRATION FROM SME PLATFORM TO MAIN
BOARD
Your Company was initially listed on the SME Emerge Platform
of National Stock Exchange of India Limited (NSE) on 19th April,
2022. During the year under review, with the continued trust
and confidence of our valued shareholders and stakeholders,
your Company successfully migrated to the Main Board of
both NSE and BSE Limited w.e.f. 11th August, 2025.
The equity shares of the Company are presently listed and
traded on the Main Board of NSE and BSE under the following
details:
⢠NSE Symbol: JSLL
⢠BSE Scrip Code: 544476
The migration marks a significant milestone in the Company''s
growth journey, reflecting its consistent performance, strong
corporate governance practices, and enhanced credibility
in the capital markets. Listing on the Main Board will provide
wider visibility, increased participation from institutional
investors, enhanced liquidity for the Company''s equity shares,
and create greater long-term value for all stakeholders.
The Board places on record its sincere appreciation for the
continuous support extended by shareholders, regulators,
employees, and business partners in achieving this important
step in the Company''s growth trajectory.
DEMATERIALISATION OF EQUITY SHARES
All the Equity shares of the Company are in dematerialized
form with either of the depositories viz NSDL and CDSL. The
ISIN No. allotted to the company is INE0J5801029.
Based on the Company''s performance during the financial
year 2025-26 and in line with the Dividend Distribution Policy
of the Company, your directors are pleased to recommend a
Dividend of 5 4.50/- per equity share on the face value of
5 2/- each, fully paid-up, for the financial year ended March
31, 2026. The payment of dividend is subject to the approval
of the Members at the ensuing Annual General Meeting
("AGM") and shall be subject to deduction of tax at source,
as applicable.
As per the provisions of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations"), your Company has formulated
a Dividend Distribution Policy. This Policy is available on the
https://jeenasikho.com/wp-content/uploads/2024/07/
Dividend-Distribution-Policy JSLL.pdf
TRANSFER OF UNCLAIMED DIVIDENDS/
SHARES TO INVESTOR EDUCATION &
PROTECTION FUND AUTHORITY
Pursuant to Section 124 of the Companies Act, 2013, read
with Investors Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, all
unpaid or unclaimed dividends are required to be transferred
by the Company to the Investors Education and Protection
Fund (IEPF) established by the Central Government of India,
after the completion of seven years. Further, all shares in
respect of which dividend has not been paid or claimed for
seven consecutive years or more shall also be required to be
transferred by the Company to the Demat Account of the
IEPF Authority.
There were no unclaimed dividends due for transfer to the
IEPF during the financial year 2025-26.
The Company has not transferred any amount to General
Reserve during the year. The dividend payment is subject to
approval of the members at the 9th Annual General Meeting,
which will be paid, if declared, to the shareholders within 30
days from the date of declaration.
During the year under review, the Company has not accepted
or renewed any deposit from the public/members falling
within the ambit of section 73 or section 74 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014.
The Company''s business and operations are managed by
a professional management team of managers led by the
Managing Director, under the supervision and control of the
Board of Directors. The Company maintains and adheres to
the highest standards of corporate governance as stipulated
by the Securities and Exchange Board of India ("SEBI") and
the Companies Act, 2013.
A comprehensive report on Corporate Governance, as
required under Regulation 34 of the SEBI Listing Regulations,
forms part of this Annual Report. A certificate issued by
Mr. Vivek Rawal, Proprietor of M/s Rawal & Co., Practicing
Company Secretary, on compliance with the conditions
of Corporate Governance is annexed as a part of this
Annual Report
As required by Regulation 17(8) of the SEBI (LODR)
Regulations, 2015, the Managing Director and Chief Financial
Officer of Jeena Sikho Lifecare Limited have furnished the
requisite certificate for the financial year ended March 31,
2026, confirming the accuracy and integrity of the financial
statements and compliance with applicable requirements.
A copy of such certificate forms part of Corporate
Governance Report.
EMPLOYEES STOCK OPTION SCHEMES
Your Company believes in rewarding its employees and
aligning their interests with the long-term objectives of the
organization. Employee Stock Option Schemes form an
integral part of the Company''s retention and compensation
strategy, enabling wealth creation opportunities for employees
while ensuring their commitment towards sustained growth.
In line with this philosophy, the shareholders of the Company
approved the "Jeena Sikho Employees Stock Option
Scheme 2024" at the Extraordinary General Meeting held
on 27th February, 2024 and Jeena Sikho Employees Stock
Option Scheme 2025 at the Annual General Meeting held on
29th September, 2025.
Under the said Schemes, the Company grants stock options
on an equity-settled basis, which entitle eligible employees
to purchase one equity share of the Company for each
option granted, at a pre-determined exercise price, upon
completion of the vesting period. The ESOPs thus represent
a call option providing a right, but not an obligation, to the
employees to exercise such options by paying the exercise
price.
During the financial year 2023-24, the Company granted
61,275 options to its employees under Jeena Sikho
Employees Stock Option Scheme 2024. Pursuant to
the corporate action of share split, these options stand
adjusted to 3,06,375 options. No fresh grants were made
under Jeena Sikho Employees Stock Option Scheme 2024
during the Financial Year 2025-26.
During the Financial Year 2025-26, the Company granted
2,18,875 (Two Lakh Eighteen Thousand Eight Hundred
Seventy-Five) Employee Stock Options to eligible
employees under the Jeena Sikho Employees Stock Option
Scheme, 2025, in accordance with the terms of the Scheme
and the applicable provisions of the Companies Act, 2013
and the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021.
The applicable disclosures pursuant to Regulation 14 of the
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and Rule 12(9) of the Companies (Share
Capital and Debentures) Rules, 2014, for the year ended
31st March, 2026 are available on the Company''s website at
www.jeenasikho.com.
There has been no material change in the Jeena Sikho
Employees Stock Option Scheme 2024 and Jeena Sikho
Employees Stock Option Scheme 2025 during the year and
the Scheme continues to be in compliance with the aforesaid
SEBI Regulations.
A certificate from the Secretarial Auditors of the Company
confirming that the Scheme has been implemented in
accordance with SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 and the resolutions passed
by the Members, is also available on the Company''s website
at www.ieenasikho.com.
SUBSIDIARIES/ASSOCIATES/JOINT VENTURE
During the year under review, the Company expanded its
corporate structure by incorporating its wholly-owned
subsidiary, Jeena Sikho International LLC, under the
Sharjah Media City (Shams) Free Zone Authority, United
Arab Emirates. The said wholly-owned subsidiary was
successfully incorporated and was granted a business
licence to commence its operations under the name "Jeena
Sikho International LLC" on 11th September, 2025.
Accordingly, as at 31 March 2026, the Company had two
subsidiaries, namely Jeena Green Resources Private
Limited and Jeena Sikho International LLC, of which Jeena
Sikho International LLC is a wholly owned subsidiary of
the Company.
The Company did not have any associate company or joint
venture company during the financial year under review.
In accordance with the provisions of Section 129 (3) of the
Act read with the Companies (Accounts) Rules, 2014, a report
on the performance and financial position of each subsidiary
company is provided in the prescribed Form AOC-1, in
Annexure I to this Report. In accordance with the provisions
of Section 136 of the Act, the Annual Report of the Company,
including the audited standalone and consolidated financial
statements and related information of the Company are
available on the Company''s website athttps://ieenasikho.
com/investors.
Further, the audited financial statements of the subsidiary
companies are also available on the website of the Company
at https://ieenasikho.com/investors.
Further, the Company does not have any Material Subsidiary
within the meaning of the applicable provisions of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, during the financial year
under review.
The Audit Committee and the Board review the financial
statements and significant transactions of all subsidiary
companies.
Pursuant to the provisions of the Act and SEBI Listing
Regulations, the Board of Directors adopted a formal
mechanism for evaluating its performance as well as that
of its committees and individual Directors, including the
Chairperson of the Board. The evaluation was conducted
using a structured questionnaire that covered various
aspects of the functioning of the Board and its Committees.
The Board expressed satisfaction with the overall functioning
of the Board and its Committees based on the evaluation
results.
To familiarize Independent Directors with the Company,
its stakeholders, leadership team, senior management,
operations, policies and industry landscape, a familiarisation
program is conducted. The program aims to provide an
insight and understanding of the Company''s business.
Independent Directors are informed about their roles, rights,
and responsibilities through a formal letter of appointment at
the time of their appointment or re-appointment.
Further details regarding the annual evaluation of the
performance of the Board, its Chairperson, its committees
and individual Directors are provided in the Corporate
Governance Report, which forms an integral part of
this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis for the year, as
stipulated under the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as the "SEBI Listing
Regulations"), is presented in a separate section, forms part
of the Annual Report.
DECLARATION OF INDEPENDENCE
Your Company has received declarations from all its
Independent Directors, confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the
Act and Regulation 16(1)(b) of the SEBI Listing Regulations.
These declarations also affirm that there have been no
changes in the circumstances affecting their status as
Independent Directors of the Company.
The Board is of the opinion that the Independent Directors
possess the requisite qualifications, experience, expertise
and proficiency and they uphold the highest standards of
integrity.
DETAILS OF DIRECTORS OR KEY MANAGERIAL
PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE YEAR
Your Company believes that a strong Board is imperative to
create a culture of leadership to provide a long-term vision
and policy approach to improve the quality of governance.
As on March 31, 2026, the Board of Directors of the Company
consist of optimum combination of Executive Directors and
Independent Directors of the Company.
Director Retiring by Rotation
Pursuant to Section 152 of the Companies Act, 2013, and the
Articles of Association of the Company, Mrs. Bhavna Grover
(DIN: 07557913), Whole Time Director, retires by rotation at
the ensuing AGM of the Company and, being eligible, offers
herself for re-appointment.
Accordingly, a resolution is included in the Notice of the 09th
Annual General Meeting of the Company, seeking approval
of members for her re-appointment as a Director of the
Company.
Changes in the Board During the Financial Year
2025-26, the following changes took place in
the composition of the Board of Directors of the
Company:
⢠The designation of Ms. Shreya Grover (DIN: 09199495)
was changed from Non-Executive Director to Whole¬
Time Director of the Company for a period of five (5)
years with effect from 27th August, 2025. The said
change was approved by the Board of Directors at its
meeting held on 27th August, 2025 and subsequently
approved by the Members of the Company in the
Annual General Meeting held on 29th September, 2025,
in accordance with the provisions of the Companies
Act, 2013.
⢠Mrs. Priyanka Bansal (DIN: 09051665) was appointed
as an Additional Director under the category of
Independent Non-Executive Director of the Company
by the Board of Directors with effect from 21st April, 2025
for a first term of five consecutive years commencing
from 21st April, 2025 up to 20th April, 2030 (both days
inclusive).
The appointment of Mrs. Priyanka Bansal as an
Independent Director was subsequently approved by
the Members of the Company through a Postal Ballot
resolution passed on 23rd May, 2025.
Subsequent to the close of the financial year, the Board of
Directors at its meeting held on 15th July, 2026, based on
the recommendation of the Nomination and Remuneration
Committee, approved the following appointments, subject
to the approval of the shareholders wherever applicable:
⢠Mr. Ajay Sharma (DIN: 07671350) was appointed as an
Additional Director in the category of Non-Executive
Independent Director. Further, his appointment as a
Non-Executive Independent Director, not liable to retire
by rotation, for a term of two (2) consecutive years
commencing from 15th July, 2026 to 14th July, 2028, was
approved, subject to the approval of the shareholders.
⢠Mrs. Sapna Singh (DIN: 11812894) was appointed as an
Additional Director in the category of Non-Executive
Woman Independent Director. Further, her appointment
as a Non-Executive Independent Director, not liable to
retire by rotation, for a term of two (2) consecutive years
commencing from 15th July, 2026 to 14th July, 2028, was
approved, subject to the approval of the shareholders.
⢠Dr. Ish Sharma (DIN: 11815526) was appointed as an
Additional Director in the Executive category and
designated as the Whole-Time Director and Key
Managerial Personnel of the Company, liable to retire
by rotation, for a term of two (2) consecutive years
commencing from 15th July, 2026 to 14th July, 2028,
subject to the approval of the shareholders.
⢠Mr. Ankush Kaushal (DIN: 03308862) was appointed
as an Additional Director in the Executive category
and designated as the Whole-Time Director and Key
Managerial Personnel of the Company, liable to retire
by rotation, for a term of two (2) consecutive years
commencing from 15th July, 2026 to 14th July, 2028,
subject to the approval of the shareholders.
During the Financial Year 2025-26, the following
changes took place in the Key Managerial
Personnels (KMPs) of the Company:
During the year under review, Ms. Anshika Garg resigned from
the position of Company Secretary & Compliance Officer of
the Company with effect from 1st August, 2025.
Subsequently, Mrs. Smita Chaturvedi was appointed as the
Company Secretary & Compliance Officer and designated
as the Key Managerial Personnel of the Company with effect
from 4th August, 2025.
Subsequent to the close of the financial year, Mrs. Smita
Chaturvedi resigned from the position of Company Secretary
& Compliance Officer and Key Managerial Personnel of the
Company with effect from the close of business hours on
14th July, 2026. The Board of Directors, at its meeting held
on 15th July, 2026, approved the appointment of Ms. Priya
Goyal (ACS-71180) as the Company Secretary & Compliance
Officer and designated her as the Key Managerial Personnel
of the Company with effect from 15th July, 2026.
Except as stated above, there were no other changes in the
Key Managerial Personnel of the Company during the year
under review.
As of 31 March 2026, the Company''s Board has a strength of
6 (Six) Directors, including 3 (Three) Woman Directors. The
composition of the Board is as below:
|
Category |
Number of |
|
Executive Director |
3 (Three) |
|
Independent Non-Executive Directors |
3 (Three) |
FAMILIARIZATION PROGRAMME OF
INDEPENDENT DIRECTORS
In compliance with the requirements of the Listing Regulations,
the Company has put in place a familiarization programme
for the Independent Directors to familiarize them with their
roles, rights and responsibilities as Directors, the working of
the Company, nature of the industry in which the Company
operates, business model etc. At the time of appointment/
re-appointment of Independent Directors, a formal letter of
appointment is given to him/her, which, inter-alia, explains
the role, functions, duties and responsibilities expected from
him/her as an Independent Director of the Company. The
Independent Director is also explained in detail the nature,
business model of the industry and compliances under
the Act, the Listing Regulations and other relevant rules &
regulation.
Details of the familiarization programme for Independent
Directors are uploaded on the website of the company at
https://jeenasikho.com/wp-content/uploads/2023/12/
Code-of-Familiarization for Independent
Directors 2025 26.pdf
NOMINATION AND REMUNERATION POLICY
On the recommendation of the Nomination and Remuneration
Committee, the Board has framed a policy for selection and
appointment of Directors, Senior Management including Key
Managerial Personnel and their remuneration. The Nomination
and Remuneration Policy includes the criteria for determining
qualification, positive attributes, independence, etc. is placed
on the website of the Company at www.jeenasikho.com/
policies.
The salient features of the Nomination and Remuneration
Policy are mentioned below: 1
⢠The Committee shall comprise at least three (3)
Directors, all of whom shall be non-executive Directors
and at least two-third shall be Independent.
⢠Quorum of the meeting shall be either two members or
one-third of the members of the committee, whichever
is greater, including at least one independent director in
attendance.
⢠The Role of the Committee includes: Periodically
reviewing the size and composition of the Board to
have an appropriate mix of executive and independent
Directors to maintain its independence and separate
its functions of governance and management and
to ensure that it is structured to make appropriate
decisions, with a variety of perspectives and skills, in the
best interests of the Company;
⢠Formulate the criteria for determining qualifications,
positive attributes and independence of a Director and
recommend to the Board, relating to the remuneration
for the Director, key managerial personnel and other
employees.
⢠Establishing and reviewing Board, KMP and Senior
Management succession plans in order to ensure and
maintain an appropriate balance of skills, experience
and expertise on the Board and Senior Management.
⢠The Board as per the criteria approved by the Nomination
and Remuneration Committee shall carry out evaluation
of performance of its own, its committees, and individual
Directors and the Chairman.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism/Whistle Blower Policy
for directors and employees to report their genuine concerns
has been established. The Vigil Mechanism/Whistle Blower
Policy has been uploaded on the website of the Company
athttps://ieenasikho.com/wp-content/uploads/2023/12/
Whistle-Blower-Policy-1.pdf under ''Investor Section''.
The Policy is an extension of the Code of Conduct for
Directors & Senior Management Personnel and covers any
unethical and improper actions or malpractices and events
which have taken place/suspected to take place.
As per the policy all Protected Disclosures should be
addressed to the Vigilance Officer/Company Secretary
or to the Chairman of the Audit Committee in exceptional
cases.
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 through mitigating actions on a
continuing basis. Major elements of risk/threats for Ayurveda
Industry are regulatory concerns, consumer perceptions and
competition. These are discussed at the meetings of the
Audit Committee and the Board of Directors of the Company.
The Board of Directors has adopted a risk management policy
for the company outlining the parameters of identification,
assessment, monitoring and mitigation of various risks
which is available on the website of the company athttps://
ieenasikho.com/wp-content/uploads/2023/12/5.-JSLL
Risk Management Policy.pdf
The Committees of the Board focus on certain specific areas
and make informed decisions in line with the delegated
authority.
The following Committees constituted by the Board function
according to their respective roles and defined scope:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
During the year under review, all recommendations made
by the various committees of the Board have been duly
accepted by the Board.
The Composition of the said Committees are as
under:
Audit Committee:
As on date, the Audit Committee comprises of:
|
Name of |
Designation of |
Nature of |
|
Mrs. Priyanka |
Chairperson |
Independent |
|
Bansal1 |
Director |
|
|
Mr. Karan Vir |
Member |
Independent |
|
Bindra |
Director |
|
|
Mr. Manish Grover |
Member |
Managing Director |
*Mrs. Priyanka Bansal was appointed as the chairperson of the Committee w.e.f.
October 06, 2025 pursuant to Reconstitution of the Audit Committee.
Company Secretary and Compliance officer will act as the
secretary of the Committee.
Nomination and Remuneration Committee:
As on date the Nomination and Remuneration Committee
comprises of:
|
Name of |
Designation of |
Nature of |
|
Director |
Committee |
Directorship |
|
Mr. Karan Vir |
Chairperson |
Independent |
|
Bindra |
Director |
|
|
Mr. Chandan |
Member |
Independent |
|
Kumar Kaushal |
Director |
|
|
Mrs. Priyanka |
Member |
Independent |
|
Bansal1 |
Director |
Mrs. Priyanka Bansal was appointed as the member of the Committee
w.e.f. August 27, 2025 pursuant to Reconstitution of the Nomination and
Remuneration Committee.
*Ms. Shreya Grover ceased to be a member of the Committee w.e.f. August
27, 2025 pursuant to Reconstitution of the Nomination and Remuneration
Committee.
Company Secretary and Compliance officer will act as the
secretary of the Committee.
Stakeholders'' Relationship Committee:
As on date the Stakeholders'' Relationship Committee
comprises of:
|
Name of |
Designation of |
Nature of |
|
Director |
Committee |
Directorship |
|
Mr. Chandan |
Chairperson |
Independent |
|
Kumar Kaushal |
Director |
|
|
Mrs. Bhavna |
Member |
Whole Time |
|
Grover |
Director |
|
|
Mr. Manish Grover |
Member |
Managing Director |
There is no change in the composition of Stakeholders''
Relationship Committee during the financial year under
review.
Company Secretary and Compliance officer will act as the
secretary of the Committee.
Corporate Social Responsibility Committee:
As on date CSR committee comprises of:
|
Name |
Designation |
Nature of |
|
Mr. Karan Vir Bindra |
Chairman |
Independent |
|
Director |
||
|
Mr. Manish Grover |
Member |
Managing Director |
|
Mrs. Bhavna Grover |
Member |
Whole Time Director |
There is no change in the composition of Corporate Social
Responsibility Committee during the financial year under
review.
Company Secretary and Compliance officer will act as the
secretary of the Committee.
Risk Management Committee:
As on date Risk Management committee comprises of:
|
Name |
Designation |
Nature of |
|
Mr. Manish Grover |
Chairman |
Managing Director |
|
Mrs. Bhavna Grover |
Member |
Whole Time Director |
|
Mrs. Priyanka |
Member |
Independent |
|
Bansal |
Director |
There is no change in the composition of Risk Management
committee during the financial year under review.
Company Secretary and Compliance officer will act as the
secretary of the Committee.
The Board has laid down a Code of Conduct for all Board
members and Senior Management Personnel of the Company.
The Code is displayed on the website of the Companyhttps://
ieenasikho.com/wp-content/uploads/2023/12/1.-JSLL
Code of Conduct Board Senior Management Final.pdf.
All Board members and Senior Management Personnel have
affirmed compliance with the said Code of Ethics & Conduct.
STATUTORY AUDITORS & AUDITOR''S REPORT
M/s. KRA & Co., Chartered Accountants (Firm Registration
No. 020266N), tendered their resignation as the Statutory
Auditors of the Company vide resignation letter dated
13th August, 2025, effective from 14th August, 2025, after
completion of the Limited Review of the financial results of
the Company for the quarter ended 30th June, 2025. The
Board of Directors placed on record its appreciation for the
professional services rendered by the firm during its tenure
as Statutory Auditors of the Company.
Pursuant to the provisions of Sections 139, 140 and other
applicable provisions of the Companies Act, 2013 read with
the Companies (Audit and Auditors) Rules, 2014, and based
on the recommendation of the Audit Committee, the Board
of Directors appointed M/s. Walker Chandiok & Co LLP,
Chartered Accountants (Firm Registration No. 001076N/
N500013), as the Statutory Auditors of the Company to fill
the casual vacancy caused by the resignation of M/s. KRA &
Co., with effect from 14th August, 2025, to hold office until the
conclusion of the ensuing Annual General Meeting.
Further, the Members of the Company at the Annual General
Meeting held on 29th September, 2025 approved the
appointment of M/s. Walker Chandiok & Co LLP, Chartered
Accountants (Firm Registration No. 001076N/N500013),
as the Statutory Auditors of the Company for a term of five
(5) consecutive years, commencing from the conclusion
of the said Annual General Meeting till the conclusion
of the 13th Annual General Meeting of the Company, on
such remuneration as may be determined by the Board of
Directors.
The Statutory Auditors'' Report on the Standalone and
Consolidated Financial Statements of the Company for
the financial year ended 31st March, 2026 forms part of this
Annual Report. The Auditors'' Report contains an unmodified
opinion on the Standalone and Consolidated Financial
Statements. Except as otherwise stated in the Auditors''
Report attached to this Annual Report, there are no
observations, comments or explanations which require any
further disclosure or comments by the Board of Directors
pursuant to Section 134(3)(f) of the Companies Act, 2013.
Details with respect to frauds reported by
Auditors
During the year, the Statutory Auditors have not reported any
matter under the second proviso of Section 143(12) of the
Companies Act, 2013, and therefore no details are required
to be disclosed under Section 134(3)(ca) of the Companies
Act, 2013.
SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and
based on the recommendation of the Board of Directors, the
Members of the Company at the Annual General Meeting
held on 29th September, 2025 approved the appointment
of M/s. Ankur Singh & Associates, Company Secretaries
(FRN: S2022DE845000), as the Secretarial Auditors of
the Company for a term of five (5) consecutive years
commencing from Financial Year 2025-26 till Financial Year
2029-30.
The Secretarial Audit Report issued by M/s. Ankur Singh &
Associates, Company Secretaries, in Form MR-3 for the
Financial Year ended 31st March, 2026 is annexed to this
Board''s Report as Annexure II.
The Secretarial Compliance Report pursuant to Regulation
24A of SEBI (LODR) Regulations, is annexed as Annexure III,
forming part of this Report.
The Secretarial Auditors have observed that there was a
delay in filing the intimation of the Board Meeting convened
for consideration of the financial results, as required
under Regulations 29(2) and 29(3) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Consequently, the
Company paid the applicable penalty levied by the Stock
Exchange(s) for the said delay.
Management''s Reply: The delay was an isolated procedural
lapse and was neither deliberate nor intended to withhold any
material information from the stakeholders. The Company has
already complied with the applicable regulatory requirements
and paid the prescribed penalty. Further, the Company has
strengthened its internal compliance monitoring mechanism
by implementing enhanced review processes, maintaining
a comprehensive compliance calendar, and instituting
additional levels of oversight to ensure timely regulatory
filings and to prevent recurrence of such instances.
Further, except for the above observation, the Secretarial
Audit Report does not contain any other qualification,
reservation, adverse remark or disclaimer requiring
explanation by the Board. The Secretarial Auditors have also
confirmed that no fraud has been reported under Section
143(12) of the Companies Act, 2013 during the financial year
under review.
The provisions of maintenance of Cost Records as specified
by the Central Government under subsection (1) of Section
148 of the Act are not applicable on the Company.
MEETINGS OF BOARD OF DIRECTORS
During the financial year 2025-2026, your Board of Directors met 17 (Seventeen) times. The details of meeting & attendance
are given hereunder. The intervening gap between the Meetings was within the prescribed period.
|
Sr. No. |
Date of Board Meeting |
No. of Directors eligible |
No. of Directors |
|
1 |
21-04-2025 |
5 |
5 |
|
2 |
30-04-2025 |
6 |
6 |
|
3 |
16-05-2025 |
6 |
6 |
|
4 |
28-07-2025 |
6 |
6 |
|
5 |
04-08-2025 |
6 |
6 |
MEETINGS OF BOARD OF DIRECTORS (Contd.)
|
Sr. No. |
Date of Board Meeting |
No. of Directors eligible |
No. of Directors |
|
6 |
14-08-2025 |
6 |
6 |
|
7 |
27-08-2025 |
6 |
6 |
|
8 |
06-10-2025 |
6 |
6 |
|
9 |
13-10-2025 |
6 |
6 |
|
10 |
06-11-2025 |
6 |
6 |
|
11 |
01-12-2025 |
6 |
6 |
|
12 |
23-12-2025 |
6 |
6 |
|
13 |
13-01-2026 |
6 |
6 |
|
14 |
21-01-2026 |
6 |
6 |
|
15 |
07-02-2026 |
6 |
6 |
|
16 |
24-02-2026 |
6 |
6 |
|
17 |
09-03-2026 |
6 |
6 |
MEETING OF INDEPENDENT DIRECTORS
Pursuant to Regulation 25(3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and
Secretarial Standard-1 on Meetings of the Board of Directors
issued by the Institute of Company Secretaries of India, the
Independent Directors of the Company are required to hold
at least one meeting in a financial year and, being a top 1000
listed entity, at least two meetings in a financial year without
the attendance of Non-Independent Directors and members
of the management.
Accordingly, the Independent Directors of the Company held
two (2) separate meetings during the financial year, i.e. on 1st
January 2026 and 7th February 2026 without the presence
of Non-Independent Directors and members of the
management. At these meetings, the Independent Directors
reviewed the performance of the Non-Independent Directors
and the Board as a whole, reviewed the performance of the
Chairman of the Company, taking into account the views of
Executive Directors, and assessed the quality, quantity and
timeliness of the flow of information between the Company''s
management and the Board that is necessary for the Board
to effectively and reasonably perform its duties.
Pursuant to Section 92(3) read with Section 134(3) (a) of
the Companies Act, 2013, and Companies (Management
and Administration) Rules, 2014, the Annual Return of the
Company containing the particulars as prescribed under
Section 92 of the Companies Act, 2013, in Form MGT-7, is
available on the Company''s website at the weblink https://
ieenasikho.com/annual-return/?page slug=annual-return.
CORPORATE SOCIAL RESPONSIBILITY
The Company falls under the criteria as mentioned in
section 135 of the Companies Act, 2013 i.e., Corporate Social
Responsibility and accordingly the amount has been spent on
CSR activities in the financial year 2025-2026 to comply with
the requirements of necessary social expenditure which is 5
169.88 Lakhs i.e. (2% of the average net profit of immediate
preceding three (3) financial years). The constitution of CSR
Committee was applicable for FY 2025-26, subsequently
the CSR Committee is formulated and the composition is
also given. The CSR Report is annexed as Annexure IV.
The Board of Directors of your Company has formulated and
adopted a policy on CSR which can be accessed athttps://
ieenasikho.com/wp-content/uploads/2023/12/2.-CSR
Policy.pdf.
The CSR Policy of your Company outlines the Company''s
philosophy for undertaking socially useful programs for
welfare and sustainable development of the community at
large as part of its CSR Obligation.
There has been no change in business of the Company.
Jeena Sikho Lifecare Limited has a diverse portfolio
consisting of a number of brands and sub-brands including
"Shuddhi". The Company offers a variety of Ayurvedic
Products and services through Shuddhi clinics and HIIMS, all
over the Country. The Company has presence across various
channels such as general groceries, chemists, organized retail
and ecommerce.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year
under review, as stipulated under the SEBI Listing Regulations,
is presented in a separate section and forms an integral part
of this Report.
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186
The details of loans and Investments and guarantees covered
under the provisions of Section 186 of the Act are given in the
Notes to the Financial Statements forming a part of Annual
Report.
Current borrowings of the company are compliant with
Section 180(1)(c) of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:
During the year under review, the Company entered into
related party transactions, all of which were on an arm''s length
basis. Certain related party transactions were entered into in
the ordinary course of business, while certain transactions
were not in the ordinary course of business and accordingly
were approved by the Board of Directors pursuant to the
provisions of Section 188 of the Companies Act, 2013 and
other applicable provisions, wherever required.
All related party transactions are presented to the Audit
Committee and the Board for their review and approval.
Omnibus approval is obtained before the commencement
of the financial year for transactions which are repetitive in
nature and also for transactions which cannot be foreseen
and accordingly require omnibus approval.
During the year, the Company did not enter into any related
party transactions that had a conflict with the interests of
the Company. Further, none of the related party transactions
entered into by the Company during the year were material in
nature requiring shareholders'' approval under the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The details of related party transactions as entered into
by the Company are disclosed in the standalone financial
statements of the Company.
Further, pursuant to the provisions of Section 188 of the
Companies Act, 2013, read with the rules framed thereunder,
the disclosure of particulars of contracts/arrangements with
related parties in Form AOC-2 is annexed to this Report as
Annexure V.
In line with the requirements of the applicable laws,
the Company has formulated a policy on related party
transactions which is uploaded on the website of the
Company at: https://jeenasikho.com/wp-content/
uploads/2025/05/Revised-RPT JSLL-1.pdf.
DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013
The Company has zero tolerance towards sexual harassment
at the workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace
in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules thereunder. As required under law, an
Internal Committee has been constituted for reporting and
conducting inquiry into the complaints made by the victim
on the harassments at the workplace.
During the year under review, the Company has not received
any sexual harassment complaints during the financial year
nor any complaint is pending at the end of the financial year.
The Policy for Prevention of Sexual Harassment of the
Company is available on the Company''s website at the web
link https://ieenasikho.com/investors.
SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING
CONCERNS STATUS AND COMPANY''S
OPERATIONS IN FUTURE
There is no significant and material order passed by the
regulators or courts or tribunals impacting the going concern
status and the Company''s operations in future.
DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF
ONE-TIME SETTLEMENT AND THE VALUATION
DONE WHILE AVAILING LOANS FROM THE
BANKS OR FINANCIAL INSTITUTIONS
Not Applicable.
MATERIAL CHANGES AND COMMITMENT
AFFECTING THE FINANCIAL POSITION
No material changes or commitments that could affect the
financial position of the Company have occurred between
the end of the financial year and the date of this report.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
Pursuant to provisions of Section 134(3)(m) & Rule 8(3) of
Companies (Accounts) Rules, 2014 the details of energy
conservation, technology absorption and foreign exchange
earnings and outgo have been given in Annexure VI to
this report.
INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY
Our rapid growth, while a matter of great satisfaction,
continues to put pressure on our internal systems and
processes. It is crucial that we ensure these systems continue
to keep up with our business growth and that our policies
remain relevant in the everchanging business landscape.
Information systems are being continuously evaluated and
revamped to provide timely and relevant information to
various stakeholders, equipping them with the necessary
tools to compete in a challenging market and environment.
We recognize the critical role of IT and information systems
in today''s world, and we have several dedicated teams
constantly working to enhance and improve these systems
to stay ahead of the rapidly changing environment. The
Company''s system of continuous internal audits ensures
that the laid-down processes and practices are followed and
complied with and that quality processes are strictly adhered
to. Financial discipline is emphasized at all levels of the
business and adherence to quality systems and a focus on
customer satisfaction are critical for the Company to retain
and attract customers and business and these are followed
rigorously. At the same time, the company is strengthening its
core business systems to enhance robustness and achieve
uniformity and consistency in practices and processes
across the company.
The Internal Auditors, who function independently Within
the Company, review the adequacy and efficacy of the key
internal controls. The annual audit plan, approved by the Audit
Committee, guides the scope of audit activities. Additionally,
the Company engages professional and reputable audit firms
from time to time to conduct internal audits of the larger and
more critical operations of the Company.
In addition to financial audits, quality management system
procedures are continuously audited by internal and external
auditors to ensure that the Company''s business practices
conform to the requirements of customers.
The Directors believe that the Company has in place
adequate internal financial controls with reference to
financial statements. The Company''s internal control systems
are commensurate with the nature, size and complexity of
its business and ensure the proper safeguarding of assets,
maintenance of proper accounting records and provision of
reliable financial information. The Internal Audit team of the
Company evaluates the effectiveness and quality of internal
controls and reports on their adequacy through periodic
reporting. During the year under review, these controls were
tested and no reportable material weakness in the design or
operation of such controls was identified.
Your Company treats its "human resources" as one of its
most important assets. Your Company continuously invests
in attraction, retention and development of talent on an
ongoing basis. A number of programs that provide focused
people attention are currently underway. Your Company''s
thrust is on the promotion of talent internally through job
rotation and job enlargement.
In terms of the provisions of Section 197 (12) of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
disclosure pertaining to remuneration and other details are
provided in the Annexure VII to this Report.
Particulars of employee remuneration, as required under
Section 197(12) of the Companies Act, 2013 read with
Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms an
integral part of this Annual Report. In terms of the provisions
of the first proviso to Section 136 (1) of the Companies Act,
2013, the Annual Report is being sent to Members, excluding
the aforementioned information. Any Member interested
in obtaining a copy of such statement may write to the
Company Secretary of the Company at [email protected]
COMPLIANCE WITH SECRETARIAL
STANDARDS
The Company complies with the applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and approved by the Central Government under
Section 118(10) of the Companies Act, 2013.
BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT ("BRSR")
Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, a separate section on Business Responsibility
and Sustainability Report, describing the initiatives taken by
the Company from an environmental, social and governance
perspective, forms an integral part of this Report.
Sustainability for your Company is about being responsible
to its various stakeholders and creating shared value for
each of them in a way that reinforces and amplifies our
commitment. Our approach aligns with the ESG framework,
which emphasizes creating economic value in an ecologically
sustainable, socially responsible and governance-driven
manner. We extend our considerations beyond economic
and financial aspects and address our broader role in society
and the communities in which we operate. Consistent efforts
have been made to minimize environmental footprint, reduce
emissions and pollution, and optimize land and water usage.
The Company maintained healthy, cordial and harmonious
industrial relations at all levels. The enthusiasm and unstinting
efforts of employees have enabled the Company to remain
in the leadership position in the industry. It has taken various
steps to improve productivity across organization.
REGISTRAR AND SHARE TRANSFER AGENT:
During the year under review, Skyline Financial Services Pvt.
Ltd. was the Registrar and Transfer Agent of the Company.
COMPLIANCE WITH THE MATERNITY BENEFIT
ACT, 1961
The Company has complied with the provisions of
the Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company
is committed to ensuring a safe, inclusive, and supportive
workplace for women employees. All eligible women
employees are provided with maternity benefits as
prescribed under the Maternity Benefit Act, 1961, including
paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.
The Company also ensures that no discrimination is made
in recruitment or service conditions on the grounds of
maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(5) of the Act,
with respect to Directors'' Responsibility Statement, the
Directors confirm:
a) That in the preparation of the annual accounts, the
applicable accounting standards have been followed
and no material departures have been made from the
same;
b) That they had selected such accounting policies and
applied them consistently, and made judgements and
estimates that are reasonable and prudent, so as to give
a true and fair view of the state of affai rs of the Company
at the end of the financial year and of the profit and loss
of the Company for that period;
c) That they had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;
d) That they had prepared the annual accounts on a going
concern basis;
e) That they had laid down internal financial controls to be
followed by the company and that such internal financial
controls are adequate and were operating effectively;
and
f) That they had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.
There were no transactions on the following matters during
the year and hence no reporting or disclosure is required:
⢠Issue of equity shares with differential rights as to
dividend, voting, or otherwise.
⢠Issue of shares (including sweat equity shares) to
employees of the Company under any scheme save
and except the Employees'' Stock Option Scheme
referred to in this Report.
⢠There is no proceeding pending under the Insolvency
and Bankruptcy Code, 2016.
Your directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, business partners/
associates, and Central and State Governments for their
consistent support and encouragement of the Company. We
place on record our appreciation for the contribution made
by our employees at all levels. Our consistent growth was
made possible by their hard work, solidarity, cooperation, and
support.
For and on behalf of Board
Jeena Sikho Lifecare Limited
Sd/-
Bhavna Grover
Whole Time Director
DIN: 07557913
The Nomination and Remuneration Policy of the
Company is designed to attract, motivate, improve
productivity and retain manpower by creating a
congenial work environment, encouraging initiatives,
personal growth, team work and inculcating a
sense of belongingness and involvement, besides
offering appropriate remuneration packages and
superannuation benefits.
Your Director''s have pleasure in presenting the 7th Annual Report on the business and operations of the Company, together with the audited standalone and consolidated financial statements for the financial year ended March 31,2024 ("FY 2023-24â).
FINANCIAL RESULTS
A summary of standalone financial results of the Company for the Financial Year 2023-24 and Financial Year 2022-23 is as follows:
(Smm int in IMP I al^hc''l
|
Particulars |
FY 2023-2024 |
FY 2022-2023 |
|
|
Standalone |
Standalone |
Consolidated |
|
|
Revenue from Operations including Other Income |
33,084.87 |
20,617.88 |
20,734.66 |
|
Less: Expenses |
|||
|
Cost of material consumed |
- |
- |
90.13 |
|
Purchase of Stock-in-Trade |
2,464.89 |
1,528.58 |
1,528.58 |
|
Changes in Inventories of Stock-in-Trade |
(308.41) |
165.44 |
121.69 |
|
Employee Benefit Expenses |
6,591.11 |
4,343.52 |
4,450.02 |
|
Finance Cost |
41.14 |
70.23 |
70.44 |
|
Depreciation and Amortization Expenses |
509.90 |
312.75 |
320.04 |
|
Other Expenses |
14,394.53 |
9,744.36 |
9,769.30 |
|
Total Expenses |
23,693.16 |
16,164.88 |
16,305.20 |
|
Profit before exceptional and extraordinary items and tax |
9,391.71 |
4,453.00 |
4,429.46 |
|
Exceptional and Extraordinary items |
- |
- |
- |
|
Profit Before Tax |
9,391.71 |
4,453.00 |
4,429.46 |
|
Tax Expenses |
2,471.08 |
1,078.56 |
1,077.21 |
|
Net Profit for the Year |
6,920.63 |
3,374.44 |
3,352.25 |
FINANCIAL PERFORMANCE Standalone
During the current period, your Company has shown an increase in total revenue of INR 33,084.87 Lakhs as against INR 20,617.88 Lakhs in the previous year on standalone basis. The Company has earned a net profit of INR 6,920.63 Lakhs as compared to a profit of INR 3,374.44 Lakhs in the previous year on standalone basis. The Company will continue to pursue expansion in the domestic market, to achieve sustained and profitable growth.
Since your Company is not having any having any subsidiaries, associates and joint venture companies as on March 31,2024, therefore pursuant to Section 129, 134, 136 of the Companies Act, 2013 read SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationâ) the Consolidated Financial Statements along with a report on the highlights of performance of subsidiaries, associates and joint venture companies and their contributions to the overall performance of the Company during the period in Form AOC-1 is not applicable.
Any member intending to have a copy of Balance Sheet and other Financial Statement of these Companies shall be made available on the website of the Company at www.jeenasikho.com
It shall also be kept for inspection during business hours by any shareholder in the registered office of the Company.
SHARE CAPITAL Authorised Share Capital
As on March 31, 2024, the Authorised Share Capital of the Company stood at INR 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of INR 10/- (Rupees Ten) each.
During the period under revie, Board of Directors of your Company in their meeting held on September 25, 2023 approved increase in the Authorised Share Capital of the Company from INR 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crores Fifty Lakhs) Equity Shares of INR 10/- each to INR 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of INR 10/- each, which was approved by the shareholders of the Company in their Extra Ordinary General Meeting held on October, 23, 2023. Consequently, the Authorised Share Capital of the Company was altered to INR 25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of INR 10/- each.
Except as stated above, there is no other change in the Authorised Share Capital of the Company.
Paid Up Share Capital
As on March 31, 2024, the Paid-up Share Capital of the Company stood at INR 24,86,01,460/- (Rupees Twenty-Four Crores Eighty-Six Lakhs One Thousand Four Hundred and Sixty) divided into 2,48,60,146 (Two Crores Forty Eight Lakhs Sixty Thousand One Hundred and Forty Six) of INR 10/-(Rupees Ten) each.
During the period under review, the Board of Directors of your Company has allotted 1,10,48,954 (One Crores Ten Lakhs Forty-Eight Thousand Nine Hundred And Fifty Four) equity shares of INR 10/- (Rupees Ten) each ranking pari-passu in all respect with the existing Equity shares of the Company as fully paid bonus shares in the ratio of 4:5 i.e. 4 (four) bonus equity shares of INR 10/- each for every 5 (five) existing equity shares of INR 10/- each held by the shareholders of the Company as on November 02, 2023. Consequently, the paid-up share capital of the Company was increased to INR 24,86,01,460/- (Rupees Twenty-Four Crores Eighty-Six Lakhs One Thousand Four Hundred and Sixty) divided into 2,48,60,146 (Two Crores Forty Eight Lakhs Sixty Thousand One Hundred and Forty Six) of INR 10/- (Rupees Ten) each.
Except as stated above, there is no other change in the Paid-up Share Capital of the Company.
The Company has not issued any shares with differential voting rights or sweat equity shares during the FY 2023-24.
LISTING WITH STOCK EXCHANGES
The equity shares of the Company is listed on Emerge Platform of National Stock Exchange of India Limited (NSE) w.e.f. April 19, 2022 and the Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to NSE Limited.
Further, the Company has obtained the listing approval from NSE for listing of 1,10,48,954 (One Crores Ten Lakhs Forty Eight Thousand Nine Hundred And Fifty Four) equity shares of INR 10/- (Rupees Ten) each ranking pari-passu in all respect with the existing Equity shares of the Company issued as fully paid bonus shares, on Emerge Platform of NSE.
DEMATERIALISATION OF EQUITY SHARES
All the Equity shares of the Company are in dematerialized form with either of the depositories viz NSDL and CDSL. The ISIN No. allotted to the Company is INE0J5801011.
DIVIDEND
Based on the Company''s performance and Dividend Distribution Policy of the Company, your directors are pleased to recommend Dividend of INR 4.18/- (i.e. 41.8%) per equity share of INR 10/- each fully paid up for FY 2023-24. The payment of dividend is subject to approval of the shareholders
at the forthcoming Annual General Meeting (AGM'') of the Company and shall be subject to deduction of tax at source.
TRANSFER TO GENERAL RESERVE
The Company has not transferred any amount to General Reserve during the year. The dividend payment is subject to approval of the members at the 7th Annual General Meeting, which will be paid, if declared, to the shareholders within 30 days from the date of declaration.
DEPOSITS
During the year under review, the Company has not accepted or renewed any deposit from the public/members falling within the ambit of Section 73 or Section 74 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
CORPORATE GOVERNANCE
The Company is listed on SME Emerge Platform of NSE, by virtue of Regulation 15 of Listing Regulation the compliance with the corporate governance provisions as specified in Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 clauses (b) to (i) and (t) of sub regulation 2 of Regulation 46 and Para C, D and E of Schedule V of the listing regulation are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report.
EMPLOYEES STOCK OPTION SCHEMES
Our ESOP schemes help us share wealth with our employees and are part of a retention-oriented compensation program. They help us meet the dual objective of motivating key employees and retention while aligning their long-term career goals with that of the Company. In view of the employee retention in long run company has approved "Jeena Sikho Employees Stock Option Scheme 2024â vide Extra Ordinary general Meeting dated February 27, 2024.
The Jeena Sikho Lifecare Limited has granted ESOPs under one plans viz., Employees Stock Option Scheme 2024 to its employees on an equity-settled basis. The ESOPs provide a right to its holders (i.e., Jeena Sikho Lifecare Limited employees) to purchase one share for each option at a predetermined strike price on the expiry of the vesting period. The ESOP hence represents an call option that provides a right but not an obligation to the employees of the Jeena Sikho Lifecare Limited to exercise the option by paying the strike price on completion of the vesting period.
During the financial year 2023-24, 61,275 ESOPs were granted to employees. The details of ESOP Scheme are given on Note no. 33 of the financial statements.
During the year under review, there are no material changes in the ESOP Scheme 2024 and the same is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''ESOP Regulations''). The disclosures under Regulations 14 of ESOP Regulations is uploaded on the Company''s website viz.: www.jeenasikho.com
Certificate from M/s. J Nain & Associates, secretarial auditor with regards to the implementation of the Company''s Employee Stock Option Schemes in line with SEBI (Share Based Employees Benefits) Regulations, 2014 will be available for inspection in electronic mode during the Annual General Meeting.
SUBSIDIARIES/ASSOCIATES/JOINT VENTURE
During the year under review, the Company is not having any Subsidiary/Associate/Joint Venture Company. However, the Board of Directors of your Company, in their meeting held on June 10, 2024, approved to make investment of 80% in equity share capital of "Saatviksuddhi Ayurlife Private Limitedâ. Consequently, Saatviksuddhi Ayurlife Private Limited becomes the subsidiary Company of the Company after the closure of the Financial Year 2023-24.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Company beliefs that a strong Board is imperative to create a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. As on March 31, 2024, the Board of Directors of the Company consist of optimum combination of Executive Directors, NonExecutive Director, Independent Directors of the Company.
The following changes took place in the composition of Board of Directors and Key Managerial Personal:
Mr. Suraj Prakash Choudhary ceased to be the Non-Executive and Independent Director of the Company w.e.f. February 15, 2024, due to his resignation.
Ms. Nikita Juneja ceased to be the Company Secretary and Compliance Officer of the Company w.e.f. June 02, 2023, due to her resignation.
Ms. Anshika Garg was appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 02, 2023.
After the closure of financial year 2023-24, Mr. Chandan Kumar Kaushal was appointed as Additional Director (Independent Director) of the Company w.e.f. April 29, 2024.
During the Financial Year 2023-24, the shareholders of the Company have accorded their approval at 06th Annual General Meeting held on September 08, 2023 for re-appointment of Mrs. Bhavna Grover as a Director as retires by rotation.
Except as stated above, no other change took place in the composition of Board of Director or Key Managerial Personnel during the period under review.
Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors are liable to be retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Ms. Shreya Grover, director of the Company will retire by rotation at the ensuing AGM, and being eligible, offers
herself for re-appointment in accordance with provisions o the Act. Appropriate resolution for her reappointment is being placed for the approval by the Members of the Company al the ensuing AGM.
The Board considered the said re-appointment in the interesl of the Company and hence recommends the same to the Members for approval.
None of the Directors of the Company, except following, are related inter-se, in terms of Section 2(77) of the Act including rules made thereunder.
|
Sr. No. |
Name of Director |
Relationship with another Director |
|
1. |
Manish Grover |
Spouse of Bhavna Grover |
|
Father of Shreya Grover |
||
|
2. |
Bhavna Grover |
Spouse of Manish Grover |
|
Mother of Shreya Grover |
||
|
3. |
Shreya Grover |
Daughter of Manish Grover and Bhavna Grover |
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors hold office for their respective term and are not liable to retire by rotation. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under the Listing Regulations. Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have duly confirmed renewal of their respective registration with the Indian Institute of Corporate Affairs (IICA) database.
In the opinion of the Board, all the Independent Directors fulfil the criteria of independence as specified in Companies Act, 2013 and Rules made thereunder read with Schedule IV as well as Listing Regulation and they are independent from the Management.
Further, all the Directors including Independent Directors of the Company possess appropriate skills, experience & knowledge in one or more fields viz. Board & Governance, Finance, Accounting Information Technology and Specialized Industry & environmental knowledge or other disciplines related to Company''s business.
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
In compliance with the requirements of the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. At the time of appointment/re-appointment of Independent Directors, a formal letter of appointment is given to him/her, which, inter-alia, explains the role, functions, duties and responsibilities
expected from him/her as an Independent Director of the Company. The Independent Director is also explained in detail the nature, business model of the industry and compliances under the Act, the Listing Regulations and other relevant rules & regulation.
Details of the familiarization programme for Independent Directors are uploaded on the website of the Company at www.jeenasikho.com
NOMINATION AND REMUNERATION POLICY
On the recommendation of the Nomination and Remuneration Committee, the Board has framed a policy for selection and appointment of Directors, Senior Management including Key Managerial Personnel and their remuneration. The Nomination and Remuneration Policy includes the criteria for determining qualification, positive attributes, independence, etc. is placed on the website of the Company at www.jeenasikho.com/policies
The salient features of the Nomination and Remuneration Policy are mentioned below:
⢠The Nomination and Remuneration Policy of the Company is designed to attract, motivate, improve productivity and retain manpower by creating a congenial work environment, encouraging initiatives, personal growth, team work and inculcating a sense of belongingness and involvement, besides offering appropriate remuneration packages and superannuation benefits.
⢠The Committee shall comprise at least three (3) Directors, all of whom shall be non-executive Directors and at least two-third shall be Independent.
⢠Quorum of the meeting shall be either two members or one-third of the members of the committee, whichever is greater, including at least one independent director in attendance.
⢠The Role of the Committee includes: Periodically reviewing the size and composition of the Board to have an appropriate mix of executive and independent Directors to maintain its independence and separate its functions of governance and management and to ensure that it is structured to make appropriate decisions, with a variety of perspectives and skills, in the best interests of the Company;
⢠Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board, relating to the remuneration for the Director, key managerial personnel and other employees.
⢠The Board as per the criteria approved by the Nomination and Remuneration Committee shall carry out evaluation of performance of its own, its committees, and individual Directors and the Chairman.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make an informed decisions in line with the delegated authority.
The following Committees constituted by the Board function according to their respective roles and defined scope:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder relationship Committee
During the year under review, all recommendations made by the various committees of the Board have been duly accepted by the Board.
The Composition of the said Committees are as under:
Audit Committee:
As on date, the Audit Committee comprises of:
|
Name of Director |
Designation of Committee |
Nature of Directorship |
|
Mr. Chandan |
Chairperson |
Independent |
|
Kumar Kaushal1 |
Director |
|
|
Mr. Karan Vir |
Member |
Independent |
|
Bindra |
Director |
|
|
Mr. Manish |
Member |
Managing |
|
Grover |
Director |
*Mr. Chandan Kumar Kaushal was appointed as the chairperson of the Committee w.e.f. April 29, 2024.
Our Company Secretary and Compliance officer will act as the secretary of the Committee.
Nomination And Remuneration Committee:
As on date the Nomination and Remuneration Committee comprises of:
|
Name of Director |
Designation of Committee |
Nature of Directorship |
|
Mr. Karan Vir |
Chairperson |
Independent |
|
Bindra |
Director |
|
|
Mr. Chandan |
Member |
Independent |
|
Kumar Kaushal1 |
Director |
|
|
Ms. Shreya |
Member |
Non-Executive |
|
Grover |
Director |
*Mr. Chandan Kumar Kaushal was appointed as the member of the Committee w.e.f. April 29, 2024.
Our Company Secretary and Compliance officer will act as the secretary of the Committee.
Stakeholders'' Relationship Committee:
As on date the Stakeholders'' Relationship Committee comprises of:
|
Name of Director |
Designation of Committee |
Nature of Directorship |
|
Mr. Chandan |
Chairperson |
Independent |
|
Kumar Kaushal* |
Director |
|
|
Ms. Bhavna |
Member |
Whole-Time |
|
Grover |
Director |
|
|
Ms. Manish |
Member |
Managing |
|
Grover |
Director |
*Mr. Chandan Kumar Kaushal was appointed as the chairperson of the Committee w.e.f. April 29, 2024.
Our Company Secretary and Compliance officer will act as the secretary of the Committee.
Corporate Social Responsibility Committee:
As on date CSR committee comprises of:
|
Name |
Designation |
Nature of Directorship |
|
Karan Vir Bindra |
Chairman |
Independent Director |
|
Manish Grover |
Member |
Managing Director |
|
Bhavna Grover |
Member |
Whole-Time Director |
CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board members and Senior Management Personnel of the Company. The Code is displayed on the website of the Company www.jeenasikho.com. All Board members and Senior Management Personnel have affirmed compliance with the said Code of Ethics & Conduct.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism/Whistle Blower Policy for directors and employees to report their genuine concerns has been established. The Vigil Mechanism/ Whistle Blower Policy has been uploaded on the website of the Company at https://www.jeenasikho.com/policies under ''Investor Section''.
The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers any unethical and improper actions or malpractices and events which have taken place/suspected to take place.
As per the policy all Protected Disclosures should be addressed to the Vigilance Officer/Company Secretary or to the Chairman of the Audit Committee in exceptional cases.
RISK MANAGEMENT POLICY
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 through mitigating actions on a continuing basis. Major elements of risk/threats for Ayurveda Industry are regulatory concerns, consumer perceptions and competition. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Board of Directors has adopted a risk management policy for the Company outlining the parameters of identification, assessment, monitoring and mitigation of various risks which is available on the website of the Company.
STATUTORY AUDITORS & AUDITOR''S REPORT
M/s. KRA & Co., Chartered Accountants (Firm Registration No. 020266N), holding a valid certificate issued by the Peer Review Board (Certificate No. 012550) of the Institute of Chartered Accountants of India (ICAI) were appointed as the Statutory Auditor of the Company for a term of 5 years w.e.f. conclusion of 4th Annual General Meeting of the Company till the conclusion of the 9th Annual General Meeting.
M/s. KRA & Co., the statutory auditors of the Company have given their report on the financial statements of the Company for the financial year ended March 31, 2024, which form part of the Annual Report.
There is no qualification, reservation, adverse remark, comments, observations or disclaimer given by the Statutory Auditors in their report(s). There were no frauds reported by the Statutory Auditors under the provisions of Section 143 of the Act.
The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI and are eligible to continue as the statutory auditor of the Company.
SECRETARIAL AUDITORS AND THEIR REPORT
In terms of Section 204(1) of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. J Nain & Associates (Firm Registration no. I2017DE1593700), holding a valid certificate issued by the Peer Review Board (Certificate No. 2846/2022) of the Institute of Companies Secretaries of India (ICSI), as the Statutory auditor of the Company for the Financial Year 2023-24. The report of the Secretarial Auditor is annexed herewith as Annexure-1.
There are no qualifications, reservations, adverse remarks, comments, observations or disclaimer made by the Secretarial Auditors in their report. There were no frauds reported by the Secretarial Auditors under the provisions of Section 143 of the Act.
COST AUDITORS
The provisions of maintenance of Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Act are not applicable on the Company.
MEETINGS OF BOARD OF DIRECTORS
During the financial year 2023-2024, your Board of Directors have meet 19 (Nineteen) times. The details of meeting & attendance are given hereunder. The intervening gap between the Meetings was within the prescribed period.
|
Sr. No. |
Date of Board Meeting |
No. of Directors eligible to attend |
No. of Directors attended meeting |
|
1 |
20-04-2023 |
5 |
5 |
|
2 |
15-05-2023 |
5 |
5 |
|
3 |
02-06-2023 |
5 |
5 |
|
4 |
08-07-2023 |
5 |
5 |
|
5 |
29-07-2023 |
5 |
5 |
|
6 |
14-08-2023 |
5 |
5 |
|
7 |
16-08-2023 |
5 |
5 |
|
8 |
09-09-2023 |
5 |
5 |
|
9 |
25-09-2023 |
5 |
5 |
|
10 |
30-10-2023 |
5 |
5 |
|
11 |
04-11-2023 |
5 |
5 |
|
12 |
27-11-2023 |
5 |
5 |
|
13 |
05-01-2024 |
5 |
5 |
|
14 |
20-01-2024 |
5 |
5 |
|
15 |
07-02-2024 |
5 |
5 |
|
16 |
02-03-2024 |
4 |
4 |
|
17 |
05-03-2024 |
4 |
4 |
|
18 |
07-03-2024 |
4 |
4 |
|
19 |
20-03-2024 |
4 |
4 |
MEETING OF INDEPENDENT DIRECTORS
Pursuant to Secretarial Standard -1 relating to Board Meeting issued by the Institute of Company secretaries of India, the independent directors shall conduct at least One (1) meeting in a Calendar Year to review the performance of NonIndependent Directors and the Board as a whole; to review the performance of the Chairman and to assess the quality, quantity and timeliness of flow of information between the Company management and the Board and its members that is necessary for the Board to effectively and reasonably perform their duties.
Accordingly, all Independent Directors of the Company has conducted a meeting dated March 23, 2024, without presence of non-independent director where they review the performance of all non-independent director of the Company and the board as a whole, also review the performance of the Chairman of the Company and assess the quality, quantity and timeliness of flow of information between the Company management and the Board.
ANNUAL RETURN
Pursuant to Section 92 (3) read with Section 134 (3) of the Companies Act, 2013, the draft Annual Return as on March 31, 2024 is uploaded on the Company''s website on https://www.jeenasikho.com.
CSR COMMITTEE
The Company comes under the criteria as mentioned in Section 135 of the Companies Act, 2013 i.e., Corporate Social Responsibility and accordingly the amount has been spent on CSR activities in the financial year 2023-2024 to comply with the requirements of necessary social expenditure which is I NR 48.36 Lakhs i.e. (2% of the average net profit of immediate preceding three (3) financial years). The constitution of CSR Committee was applicable for FY 2023-24, subsequently the CSR Committee is formulated and the composition is also given. The CSR Report is annexed as Annexure-2.
The Board of Director of your Company has formulated and adopted a policy on CSR which can be accessed at https://www.jeenasikho.com/policies
The CSR Policy of your Company outlines the Company''s philosophy for undertaking socially useful programs for welfare and sustainable development of the community at large as part of its CSR Obligation.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as collectively and of its committees for the FY 2023-24.
The performance of evaluation of Independent Directors was carried out by entire Board without presence of Independent Director being evaluated. The performance evaluation of the Non-Independent Directors was carried by Independent Directors in their separate meeting.
The Directors has been satisfied with the performance of all directors and is of opinion that all Independent Director is a person of integrity and possess relevant experience and expertise.
NATURE OF BUSINESS
There has been no change in business of the Company.
Jeena Sikho has a diverse portfolio consisting of a number of brands and sub-brands including "Shuddhiâ. The Company offers a variety of Ayurvedic Products and services through Shuddhi clinics and HIIMS, all over the Country. The Company has presence across various channels such as general groceries, chemists, organized retail and e-commerce.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis Report for the FY 2023-24, which forms part of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVE STMENTS UNDER SECTION 186
The details of loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming a part of Annual Report.
Current borrowings of the Company are compliant with Section 180(1)(c) of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all transactions entered by the Company with Related Parties as defined under the Act were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Act. Hence, the requirement of Form AOC-2 as required under Section 188(1) of the Act is not applicable to the Company. All related party transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained before the commencement of the new financial year, for the transactions which are repetitive in nature and also for the transactions which are not foreseen.
In line with the requirements of the applicable laws, the Company has formulated a policy on related party transactions which is uploaded on the website of the Company at: https://www.jeenasikho.com/policies
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Compliance Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace.
During the year the period under review, the Company has not received any sexual harassment complaints during the financial year nor any complaint is pending at the end of the financial year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANY''S OPERATIONS IN FUTURE
There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.
However, during the year your Company has a special resolution on October 23, 2023 for increase of Authorised Share capital of the Company from from INR 15,00,00,000/-(Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crores Fifteen Lakhs) Equity Shares of INR 10/- each to INR
25.00. 00.000/- (Rupees Twenty-Five Crores Only) divided into
2.50.00. 000 (Two Crores Fifteen Lakhs) Equity Shares of INR 10/- each,
Further, a special resolution was passed on February 27, 2024 for alteration of the Object Clause of the Memorandum of Association.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION
There have been no material changes and/or commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to provisions of Section 134(3)(m) & Rule 8(3) of Companies (Accounts) Rules, 2014 the details of energy conservation, technology absorption and foreign exchange earnings and outgo has been given in Annexure-3 to this report.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has a proper and robust system of internal controls geared towards achieving efficiency of business operations, safeguarding the Company''s assets and ensuring optimum utilization of resources. Such controls also ensure accuracy and promptness of financial reporting and compliance with statutory regulations.
In the opinion of the Statutory Auditors of the Company, as expressed by them in their report, the Company has adequate internal control systems over financial reporting as at March 31,2024.
HUMAN RESOURCES
Your Company treats its "human resourcesâ as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company''s thrust is on the promotion of talent internally through job rotation and job enlargement.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure pertaining to remuneration and other details are provided in the Annexure-4 to this Report.
Particulars of employee remuneration, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this Annual Report. In terms of the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to Members, excluding the aforementioned information. Any Member interested in obtaining a copy of such statement may write to the Company Secretary of the Company at [email protected]
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying in unpaid or unclaimed dividend for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) under Section 124 of the Companies Act, 2013.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company was in compliance with the Secretarial Standards. i.e., SS-1 and SS-2 relating to "Meetings of the Board of Directorsâ and "General Meetingsâ respectively.
INDUSTRIAL RELATIONS
The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.
PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
No application or any proceeding has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) ("IBC Codeâ) during the financial year 2023-24.
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
The Company has not made any one-time settlement, therefore, the same is not applicable.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(5) of the Act, with respect to Directors'' Responsibility Statement, the Directors confirm:
a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;
b) That they had selected such accounting policies and applied them consistently, and made judgements 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 year and of the profit and loss of the Company for that period;
c) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) That they had prepared the annual accounts on a going concern basis;
e) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGMENTS
The Board places on record its appreciation for the continued patronage, support and co-operation extended by its shareholders, customers, bankers and all Government and statutory agencies with whose help, cooperation and hard work the Company was able to achieve the results. Your directors would further like to record appreciation to the efforts of all the employees for their valuable contribution to the Company.
For and on behalf of Board Jeena Sikho Lifecare Limited
Sd/- Sd/-
Manish Grover Bhavna Grover
Date: July 29, 2024 Managing Director Whole-Time Director
Place: Chandigarh DIN: 07557886 DIN: 07557913
Establishing and reviewing Board, KMP and Senior Management succession plans in order to ensure and maintain an appropriate balance of skills, experience and expertise on the Board and Senior Management.
BOARD REPORT
To,
The Members,
Your Directors have pleasure in presenting the 6th Annual Report on the business and operations of the Company, together
with the audited standalone and consolidated financial statements for the financial year ended March 31,2023 (âFY 2022-23â).
The standalone and consolidated financial performance of the Company is summarised in the table below:
|
Consolidated |
Standalone |
|||
|
Particulars |
Year ended |
Year ended |
Year ended |
Year ended |
|
March 31, 2023 |
March 31, 2022 |
March 31,2023 |
March 31, 2022 |
|
|
Revenue from Operations including other Income |
20,734.66 |
14,804.35 |
20,617.88 |
14,794.22 |
|
Less: Expenses |
||||
|
Cost of material consumed |
90.13 |
- |
- |
- |
|
Purchase of Stock in Trade |
1,528.58 |
1,226.97 |
1,528.58 |
1,159.16 |
|
Changes in Inventories of Stock in Trade |
121.69 |
292.24 |
165.44 |
351.96 |
|
Employee Benefit Expenses |
4,450.02 |
3,379.64 |
4,343.52 |
3,374.66 |
|
Finance Cost |
70.44 |
113.97 |
70.23 |
113.97 |
|
Depreciation and Amortisation Expenses |
320.04 |
331.09 |
312.75 |
330.59 |
|
Other Expenses |
9,769.30 |
7,951.16 |
9,744.36 |
7,947.09 |
|
Total Expenses |
16,305.20 |
13,295.07 |
16,164.88 |
13,277.43 |
|
Profit before exceptional and extraordinary items |
4,429.46 |
1,509.28 |
4,453.00 |
1,516.79 |
|
Exceptional and Extraordinary items |
- |
- |
- |
- |
|
Profit Before Tax |
4,429.46 |
1,509.28 |
4,453.00 |
1,516.79 |
|
Tax Expenses |
1,077.21 |
389.89 |
1,078.56 |
389.55 |
|
Net Profit for the Year |
3,352.25 |
1,119.39 |
3,374.44 |
1,127.24 |
FINANCIAL PERFORMANCE
STANDALONE:
During the current period, your company has shown an
increase in total revenue of '' 20,617.88 Lakhs as against
'' 14,794.22 Lakhs in the previous year on standalone basis.
The Company has earned a net profit of '' 3,374.44 Lakhs
as compared to a profit of '' 1127.24 Lakhs in the previous
year. The company will continue to pursue expansion in the
domestic market, to achieve sustained and profitable growth.
Shuddhi Green Charcoal Private Limited was our subsidiary
at the beginning of the Financial Year 2022-2023. However,
during the Financial Year it ceases to be our subsidiary
w.e.f. March 30, 2023. Further, pursuant to the provisions
of section 129, 134 & 136 of the Companies Act, 2013 read
with rules framed there under and pursuant to Regulation
33 of SEBI (Regulations, 2015 your Company had prepared
consolidated financial statements of the Company and its
subsidiary i.e., Shuddhi Green Charcoal Private Limited
(CIN: U37200HR2021PTC099839) which forms part of this
annual report.
During the current period, your company has shown the
consolidated total revenue of '' 20,734.66 Lakhs. The company
has earned a net profit of '' 3,352.25 Lakhs.
As per Rule 8 of Companies (Accounts) Amendments Rules,
2016, a report on the highlights of performance of subsidiaries,
associates and joint venture companies and their contributions
to the overall performance of the company during the period
under report is attached as Annexure-1.
Any member intending to have a copy of Balance Sheet
and other Financial Statement of these Companies shall
be made available on the website of the Company at
www.ieenasikho.co.in.
It shall also be kept for inspection during business hours by
any shareholder in the registered office of the Company and
the respective offices of its subsidiary companies.
SHARE CAPITAL
Authorised Share Capital
During the year under review, the Authorised Share Capital of
the company as on March 31,2023 is '' 15,00,00,000/-(Rupees
Fifteen Crore Only) divided into 1,50,00,000 (One Crore
Fifteen lakh) Equity Shares of '' 10/- each.
The paid-up share capital of the Company as on March 31,
2023 is '' 13,81,11,920/- divided into 1,38,11,192 equity
shares of ''10/- each ranking pari-passu in all respect with the
existing Equity shares of the Company.
The equity shares of the company is listed on Emerge Platform
of National Stock Exchange of India Limited w.e.f. April 19,
2022 and the Company confirms that it has paid the Annual
Listing Fees for the year 2022-23 to NSE Limited.
DEMATERIALISATION OF EQUITY SHARES
All the Equity shares of the Company are in dematerialised
form with either of the depositories viz NSDL and CDSL. The
ISIN No. allotted to the company is INE0J5801011.
During the year, the company has not declared any dividend
to its shareholders.
However, for Financial Year 2022-23 the Board of directors
of company in its Board Meeting dated May 29, 2023, had
concluded to recommend a dividend of '' 2/- (i.e., 20% percent
per equity share) on face value of '' 10/- (Rupees Ten only)
each to its shareholders which shall be subject to the approval
of the shareholders in the ensuing Annual General Meeting
of the Company. The dividend payment is subject to approval
of the members at the 6th Annual General Meeting, which will
be paid, if declared, to the shareholders within 30 days from
the date of declaration.
The Company has not transferred any amount to General
Reserve during the year.
During the year under review, the Company has not accepted
or renewed any deposit from the public falling within the ambit
of section 73 or section 74 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.
The Company is listed on SME Emerge Platform of NSE,
by virtue of Regulation 15 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (âthe compliance
with the corporate governance provisions as specified in
Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26,
27 clauses (b) to (i) and (t) of sub regulation 2 of Regulation
46 and Para C, D and E of Schedule V are not applicable to
the Company. Hence, the Corporate Governance Report does
not form part of this Annual Report.
SUBSIDIARIES/ASSOCIATES/JOINT VENTURE
The Company had One Subsidiary Company, namely Shuddhi
Green Charcoal Private Limited at the beginning of Financial
Year 202-23. However, it ceases to be our subsidiary w.e.f.
March 30, 2023. Further as on the date of end of financial year
i.e., w.e.f. March 31, 2023 your company does not have any
subsidiaries/associate and/or joint venture.
However, pursuant to Section 129 (3) of the Act and Ind - AS
110 issued by the Institute of Chartered Accountants of India,
Consolidated Financial Statements presented by the Company
include the financial statements of its subsidiaries.
Further, a separate statement containing the salient features of
the financial statements of subsidiaries of the company in the
prescribed form AOC-1 has been disclosed in Annexure-1.
The Financial Statements, as required, of the subsidiary
companies shall be available on website of the Company at
www.ieenasikho.co.in.
Pursuant to Section 149, 152 and other applicable provisions
of the Companies Act, 2013, one-third of such of the Directors
are liable to be retire by rotation, shall retire every year and,
if eligible, offer themselves for re-appointment at every AGM.
Consequently, Mrs. Bhavna Grover (DIN: 07557913), director
of the company will retire by rotation at the ensuing AGM, and
being eligible, offers himself for re-appointment in accordance
with provisions of the Act.
With regard to integrity, expertise and experience (including
the proficiency) of the Independent Director appointed, the
Board of Directors have taken on record the declarations and
confirmations submitted by the Independent Director and is
of the opinion that he is a person of integrity and possesses
relevant expertise and experience and his continued
association as Director will be of immense benefit and in the
best interest of the Company. With regard to proficiency of the
independent Director, ascertained from the online proficiency
self-assessment test conducted by the Institute, as notified
under Section 150(1) of the Act, the Board of Directors have
taken on record the information submitted by Independent
Director that he has complied with the applicable laws.
Further, in the opinion of the Board, the independent directors
appointed during the financial year are the person of integrity
and possesses relevant expertise and experience (including
the proficiency).
None of the Directors of the Company, except following, are
related inter-se, in terms of section 2(77) of the Act including
rules made thereunder.
|
S No. Name of Director |
Relationship with |
|
1. Manish Grover |
Spouse of Bhavna Grover |
|
Father of Shreya Grover |
|
|
2. Bhavna Grover |
Spouse of Manish Grover |
|
Mother of Shreya Grover |
|
|
3. Shreya Grover |
Daughter of Manish Grover |
DECLARATION BY INDEPENDENT DIRECTORS
Mr. Suraj Prakash Choudhary and Mr. Karan Vir Bindra are
independent directors of the company. The Company has
received declarations / confirmations from all the Independent
Directors of the Company at its first board meeting of the
Financial Year 2022-23 as required under Section 149(7) of
the Companies Act, 2013, read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
FAMILIARISATION PROGRAMME OF INDEPENDENT
DIRECTORS
Periodic presentations are made at the Board and Committee
meetings on business and performance updates of the
Company and business strategy. The Company has done
various programmes to familiarise Independent Directors with
the Company, responsibilities in the Company, nature of the
industry in which the Company operates, business model of
the Company and other related matters.
Details of the familiarisation programme for Independent
Directors are explained in the Corporate Governance Report.
The details of remuneration/Sitting fees paid during the
financial year 2022-23 to Executive Directors/ Non-Executive
Directors of the Company is provided in Form MGT-9 which
forms part of this report.
POLICY ON CODE OF CONDUCT FOR DIRECTORS
AND SENIOR MANAGEMENT
The policy on appointment of Board members including
criteria for determining qualifications, positive attributes,
independence of a director and the policy on remuneration
of directors, KMP and other employees is enclosed as
âAnnexure-2â respectively to this report. The same
are also available on the website of the Company at
www.jeenasikho.co.in at weblink https://www.jeenasikho.co.in/
policies.
CHANGE IN OBJECTS OF ISSUE FOR UTILISATION
OF PROCEEDS OF INITIAL PUBLIC OFFERING (IPO)
The Board of directors of the company at its Board meeting
dated November 29, 2022, approved for change in object of
issue for utilisation of the proceeds of the Initial Public Offer
(IPO) which shall subsequently also be approved by the
shareholders of the company by passing special Resolution
at its meeting held on December 31,2022.
The Committees of the Board focus on certain specific
areas and make an informed decisions in line with the
delegated authority.
The following Committees constituted by the Board function
according to their respective roles and defined scope:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder relationship Committee
4. Corporate Social Responsibility Committee
During the year under review, all recommendations made by
the various committees have been accepted by the Board.
The Composition of the Said Committees are as Under:
As on date, the Audit Committee comprises of:
|
Name of Director |
Designation |
Nature of Directorship |
|
Mr. Suraj Kumar Choudhary |
Chairperson |
Independent Director |
|
Mr. Karan Vir |
Member |
Independent Director |
|
Mr. Manish Grover |
Member |
Managing Director |
Our Company Secretary and Compliance officer will act as the
secretary of the Committee.
Nomination And Remuneration Committee:
As on date the Nomination and Remuneration Committee
comprises of:
|
Name of |
Designation |
Nature |
|
Director |
of Committee |
of Directorship |
|
Mr. Karan Vir |
Chairperson |
Independent Director |
|
Mr. Suraj Kumar |
Member |
Independent Director |
|
Ms. Shreya Grover |
Member |
Non- Executive |
Stakeholdersâ Relationship Committee:
As on date the Stakeholdersâ Relationship Committee
comprises of:
|
Name of Director |
Designation |
Nature of Directorship |
|
Mr. Suraj Kumar Choudhary |
Chairperson |
Independent Director |
|
Mrs. Bhavna |
Member |
Whole Time Director |
|
Ms. Manish Grover |
Member |
Managing Director |
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism/Whistle Blower
Policy for directors and employees to report their genuine
concerns has been established. The Vigil Mechanism /
Whistle Blower Policy has been uploaded on the website of
the Company at https://www.ieenasikho.co.in/policies under
âInvestor Sectionâ.
The Policy is an extension of the Code of Conduct for Directors
& Senior Management Personnel and covers any unethical
and improper actions or malpractices and events which have
taken place/suspected to take place:
As per the policy all Protected Disclosures should be
addressed to the Vigilance Officer / Company Secretary or
to the Chairman of the Audit Committee in exceptional cases.
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 through mitigating actions on a
continuing basis. Major elements of risk/threats for Ayurveda
Industry are regulatory concerns, consumer perceptions and
competition. These are discussed at the meetings of the Audil
Committee and the Board of Directors of the Company. The
Board of Directors has adopted a risk management policy
for the company outlining the parameters of identification,
assessment, monitoring and mitigation of various risks which
is available on the website of the company.
The Company in its Annual General Meeting held on
November 15, 2021, has appointed M/s KRA & Co., Chartered
Accountants (Firm Registration No. 020266N), holding a
valid certificate issued by the Peer Review Board (Certificate
No. 012550) of the Institute of Chartered Accountants of
India (ICAI), as statutory auditors of the company from the
conclusion of 4th Annual General Meeting of the Company till
the conclusion of the 09th Annual General Meeting.
Accordingly, M/s KRA & Co., Chartered Accountants, have
submitted their Report on the Financial Statements of the
Company for the FY 2022-23, which forms part of the Annual
Report 2022-23. There are no observations (including any
qualification, reservation, adverse remark or disclaimer) of
the Auditors in the Audit Reports issued by them which call
for any explanation from the Board of Directors.
The Auditors have also confirmed that they have subjected
themselves to the peer review process of Institute of Chartered
Accountants of India (ICAI) and hold a valid certificate issued
by the Peer Review Board of the ICAI.
The Auditors of the Company have not reported any fraud as
specified under Section 143(12) of the Companies Act, 2013.
SECRETARIAL AUDITORS AND THEIR REPORT
As per section 204(1) of the Companies Act, 2013 read with
rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the company is required
to appoint secretarial auditor for conducting secretarial audit
of the company. Accordingly, the company has appointed M/s
J Nain & Associates (Firm Registration no. S2017DE478500),
holding a valid certificate issued by the Peer Review Board
(Certificate No. 2846/2022) of the Institute of Companies
Secretaries of India (ICSI), as secretarial auditor of the
company for the Financial Year 2022-23. Based on the carried
out by Secretarial Auditors, they have submitted their report(s),
which are annexed herewith as Annexure-3.
MEETINGS OF BOARD OF DIRECTORS
During the financial year 2022-2023 18 (eighteen) Board
Meetings were held.
The details of meeting & attendance are given hereunder. The
intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015 and pursuant to the relaxations
provided. During the financial year 2022-23, the Board of
Directors of the Company met on the following dates.
|
S. No. |
Date of Board |
No. of |
No. of |
|
1 |
25-07-2022 |
05 |
05 |
|
2 |
02-09-2022 |
05 |
04 |
|
3 |
05-09-2022 |
05 |
05 |
|
4 |
13-09-2022 |
05 |
04 |
|
5 |
07-10-2022 |
05 |
04 |
|
6 |
17-10-2022 |
05 |
04 |
|
7 |
14-11-2022 |
05 |
05 |
|
8 |
22-11-2022 |
05 |
04 |
|
9 |
29-11-2022 |
05 |
05 |
|
10 |
09-12-2022 |
05 |
04 |
|
11 |
20-12-2022 |
05 |
04 |
|
12 |
03-01-2023 |
05 |
04 |
|
13 |
14-01-2023 |
05 |
04 |
|
14 |
04-02-2023 |
05 |
05 |
|
15 |
15-02-2023 |
05 |
05 |
|
16 |
07-03-2023 |
05 |
04 |
|
17 |
22-03-2023 |
05 |
05 |
|
18 |
30-03-2023 |
05 |
05 |
Further, separate meeting of Independent Directors of the
Company was held on August 25, 2022 where the prescribed
items enumerated under Schedule IV to the Companies
Act, 2013 and clause 25(4) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 were discussed.
MEETING OF INDEPENDENT DIRECTORS
Pursuant to Secretarial Standard -1 relating to Board Meeting
issued by the Institute of Company secretaries of India, the
independent directors shall conduct atleast One (1) meeting
in a Calendar Year to review the performance of Non¬
Independent Directors and the Board as a whole; to review
the performance of the Chairman and to assess the quality,
quantity and timeliness of flow of information between the
company management and the Board and its members that is
necessary for the Board to effectively and reasonably perform
their duties.
Accordingly, your Independent Directors has conducted
a meeting dated August 25, 2022 where they review the
performance of all non-independent director of the company
and the board as a whole, also review the performance of the
Chairman of the company and assess the quality, quantity
and timeliness of flow of information between the company
management and the Board.
The company secretary of the company Ms. Nikita Juneja*
take part in convening and holding of above meetings as
required by the independent directors.
Ms. Nikita Juneja has resigned from the position of company
secretary and compliance officer w.e.f. 02/06/2023
Pursuant to Section 92 (3) read with Section 134 (3) of
the Companies Act, 2013, the Annual Return as on March
31st, 2023 is available on the Companyâs website on
https://www.ieenasikho.co.in/.
The Company comes under the criteria as mentioned in
section 135 of the Companies Act, 2013 i.e., Corporate Social
Responsibility and accordingly the amount has been spent
on CSR activities in the financial year 2022-2023 to comply
with the requirements of necessary social expenditure which
is '' 24,81,489 (Rupees Twenty-four lakh eighty-one thousand
four hundred and eighty nine only) i.e., (2% of the average net
profit of the immediate preceding three (3) financial years). The
constitution of CSR Committee was applicable for FY 2022¬
23, subsequently the CSR Committee is formulated and the
composition is also given. The CSR Report is annexed as
Annexure-4.
Pursuant to the provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual
performance evaluation of its own performance, the directors
individually as well as collectively and of the working of
its committees.
The Directors has been satisfied with the performance of
all directors and is of opinion that all Independent Director
is a person of integrity and possess relevant experience
and expertise.
There has been no change in business of the Company.
Jeena Sikho has a diverse portfolio consisting of a number of
brands and sub-brands including âShuddhiâ. The Company
offers a variety of Ayurvedic Products and services through
Shuddhi clinics and HIIMS, all over the Country. The Company
has presence across various channels such as general
groceries, chemists, organised retail and ecommerce.
COMPANIES WHICH HAVE BECOME OR CEASED
TO BE ITS SUBSIDIARIES DURING THE YEAR
During the financial year ended on March 31,
2023, Shuddhi Green Charcoal Private Limited
(CIN: U37200HR2021PTC099839) ceases to be our
subsidiary w.e.f. March 30, 2023, the details of which is given
in Annexure-1. However, there is no change with respect to
joint venture or associate of the company.
MANAGEMENT DISCUSSION AND ANALYSIS
REPORT
A detailed review of operations, performance and future
outlook of your company and its businesses is given in the
Management Discussion and Analysis Report, which forms
part of this report.
EXTRACT OF ANNUAL RETURN
As required under Section 92(3) of the Companies Act, 2013,
an extract of Annual Return in Form MGT-9 is provided as
Annexure-5 and is also uploaded on the website of the
Company at www.ieenasikho.co.in.
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186
The details of loans and Investments and guarantees covered
under the provisions of Section 186 of the Act are given
in the Notes to the Financial Statements forming a part of
Annual Report.
Current borrowings of the company are compliant with Section
180(1)(c) of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements entered into by
the Company with related parties referred to in sub section
(1) of Section 188 of the Companies Act, 2013 including
certain armâs length transactions under that proviso attached
as Annexure-6 in Form AOC-2 forms an integral part of this
report. All related party transactions are presented to the Audit
Committee and the Board. Omnibus approval is obtained
before the commencement of the new financial year, for the
transactions which are repetitive in nature and also for the
transactions which are not foreseen.
In line with the requirements of the applicable laws, the
Company has formulated a policy on related party transactions
which is uploaded on the website of the Company at:
https://www.ieenasikho.co.in/policies.
DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment
at the workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace in
line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules thereunder. As required under law, an Internal
Compliance Committee has been constituted for reporting and
conducting inquiry into the complaints made by the victim on
the harassments at the workplace.
During the year, no complaint of sexual harassment has been
received by the Committee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERNS STATUS AND
COMPANY''S OPERATIONS IN FUTURE
The Company has not received any significant or material
orders passed by any regulatory authority, court or tribunal
which shall impact the going concern status and Companyâs
operations in future, during the financial year. However, National
Stock Exchange of India Limited has imposed penalty as per
SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2022/12 dated
January 22, 2020 (hereinafter to referred as SOP Circular) for
delaying the compliance as required under regulation 33 of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. Further
your Company has paid the said penalty as per the SOP
circular and has also complied the delayed compliance.
Further, During the year your company has passed a special
resolution on March 23, 2023 for shifting of its registered office
from the jurisdiction of ROC - Chandigarh to ROC - Delhi
(change of registered office from one state to another) and
consequently alteration of situation clause of memorandum
of association.
The company has also made filings to the ROC or other
authorities. However, shifting office from one state to another
is in process and the regulatory approval pertaining to this
is pending.
HUMAN RESOURCES
Your Company treats its âhuman resourcesâ as one of its
most important assets. Your Company continuously invests in
attraction, retention and development of talent on an ongoing
basis. A number of programs that provide focused people
attention are currently underway. Your Companyâs thrust is
on the promotion of talent internally through iob rotation and
iob enlargement.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197 (12) of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
disclosure pertaining to remuneration and other details are
provided in the Annexure-7 to this Report.
TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying in unpaid or
unclaimed dividend for a period of seven years. Therefore,
there were no funds which were required to be transferred to
Investor Education and Protection Fund (IEPF) under Section
124 of the Companies Act, 2013.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company was in compliance
with the Secretarial Standards. i.e., SS-1 and SS-2 relating
to âMeetings of the Board of Directorsâ and âGeneral
Meetingsâ respectively.
The Company maintained healthy, cordial and harmonious
industrial relations at all levels. The enthusiasm and unstinting
efforts of employees have enabled the Company to remain
at the leadership position in the industry. It has taken various
steps to improve productivity across organisation.
The Board has on the recommendation of the Nomination &
Remuneration Committee, formulated criteria for determining,
qualifications, positive attributes and independence of
directors and also a policy for the remuneration of directors,
key managerial personnel, and senior management.
The policy is updated on the website of the company at
https://www.ieenasikho.co.in/.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(5) of the Act,
with respect to Directorsâ Responsibility Statement, the
Directors confirm:
⢠That in the preparation of the annual accounts, the
applicable accounting standards have been followed and
no material departures have been made from the same;
⢠That they had selected such accounting policies and
applied them consistently, and made judgements 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 year and of the profit and loss
of the Company for that period;
⢠That they had 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;
⢠That they had prepared the annual accounts on a going
concern basis;
⢠That they had laid down internal financial controls to be
followed by the company and that such internal financial
controls are adequate and were operating effectively; and
⢠That they had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
The Board places on record its appreciation for the continued
patronage, support and co-operation extended by its
shareholders, customers, bankers and all Government and
statutory agencies with whose help, cooperation and hard work
the Company was able to achieve the results. Your directors
would further like to record appreciation to the efforts of all
the employees for their valuable contribution to the Company.
By Order of the Board of Directors
For Jeena Sikho Lifecare Limited
Sd/- Sd/-
(Manish Grover) (Bhavna Grover)
Place: Chandigarh Managing Director Whole Time Director
Date: 16/08/2023 DIN No. 07557886 DIN: 07557913
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