To
The Members,
SONI MEDICARE LIMITED
Your Directors have pleasure in presenting the 36th Annual Report of your Company together with the Audited Statement of
Accounts and the Auditors' Report of your company for the financial year ended 31st March, 2024.
1. Financial Results:
The Company's financial performance, for the year ended March 31st, 2024 is summarized below:
(Rs. in Hundred)
Particulars
Revenue from Operation including other income
Expenses excluding
Depreciation and Amortization
Profit/(loss) before exceptional items and tax
Exceptional Items (Provision for gratuity)
Profit (loss) before Tax
Deferred Tax
Profit (loss) After Tax
Earnings per share (Rs.)
NOTES: The above figures are extracted from the standalone financial statements prepared in compliance with the Indian Accounting Standards (Ind AS) and comply with all aspects of the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015 (amended)] and other relevant provisions of the Act.
2. COMPANY'S PERFORMANCE:
The Revenue from Operations for F.Y 2023-2024 was Rs. 272,549,701 as compared to the previous year's revenue of Rs.275,316,513. The profit/loss after tax for F.Y 2023-2024 and F.Y 2022-2023 was (16,819,514) and (6,732,575) respectively.
3. STATE OF COMPANY'S AFFAIRS:
Information on Companies operations is given in the Management Discussion & Analysis Report forming part of this Report.
4. DIVIDEND:
Keeping in view the losses for the year under review, the Board of Directors of the Company have not recommended any dividend for the Financial Year 2023-24.
5. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.
The Company has proper place and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and all assets and resources are acquired economically, used efficiently and adequately protected.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
There are no material changes after the balance sheet date which may materially affect the financial position of the company or having any material impact on the operations of the Company.
7. CHANGES IN NATURE OF BUSINESS:
There is no change in the nature of business in comparison to immediately preceding year.
8. INFORMATION ABOUT SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company has no subsidiaries, joint ventures or associates during the year and therefore no details are required to be given.
9. CONSOLIDATED FINANCIAL STATEMENTS:
The Company has no Subsidiary, Associate or Joint Venture and therefore question of consolidated financial statement do not arise.
10. TRANSFER OF UNCLAIMED
DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act, 2013 is not applicable as the company has not declared dividend in any previous financial years, accordingly there is no unclaimed/ unpaid dividend. So, there are no amounts transferred to IEPF during the year.
11. DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
12. LISTING OF SHARES:
Shares of company have been listed on Bombay Stock Exchange
13. SHARE CAPITAL:
The Company has 4,264,900 Equity Shares of Rs. 10 each amounting to Rs. 42,649,000.
The Company has only one class of Equity Share having a par value of Rs. 10/-each.
A) Issue of shares or other convertible securities
The company has not issued any equity shares or other convertible securities, during the financial year.
B) Issue of equity shares with differential rights
The company has not issued any equity shares with differential rights, during the financial year.
C) Issue of sweat equity shares
The company has not issued any sweat equity shares, during the financial year.
D) Details of employee stock options
The company has not issued any employee stock options, during the financial year.
E) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees
There is no such provision created by company for purchase of its own shares by employees or by trustees for the benefit of employees.
F) Issue of debentures, bonds or any non-convertible securities
The company has not issued any debentures, bonds or any non-convertible securities, during the financial year.
G) Issue of warrants
The company has not issued any warrants, during the financial year.
14. TRANSFER TO RESERVES:
The Company proposes to transfer no amount to the general reserve.
15. ANNUAL RETURN:
Annual return for F.Y 2023-2024 is available on the website of the Company i.e. https://www.sonihospitals.com.
16. BOARD EVALUATION:
The performance evaluation of the individual Directors including chairman of Board was done in accordance with the provision of the Company Act, 2013.
17. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:
RETIRE BY ROTATION:
As per section 152 of the Companies Act 2013, Mrs. Anju Soni would retire by rotation at the forthcoming Annual General Meeting and is eligible for reappointment.
INDEPENDENT DIRECTORS:
The Board of Directors of the Company consists of 5 (Five) Directors out of which 3 (Three) are Non-Executive -Independent Directors.
All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
COMPOSITION OF BOARD OF DIRECTOR:
The Board of the Company as on March 31, 2024 consists of 5 (Five) Directors. 3 (Three) are Non-Executive-Independent Directors and 1 (One) Executive Director and 1 (One) Non-Executive - Non Independent Director.
There were no changes in the composition of Board of Directors during the financial year 2023-2024.
Changes in the Composition of the Board of Directors after the Closure of Financial Year:
After the closure of financial year 2023-24, Mrs. Alankrita Sharma is appointed as an Additional Independent Director w.e.f. 06/09/2024.
COMPOSITION OF KEY MANAGERIAL PERSONNEL (Other Than Board of Directors):
During the financial year 2023-2024 Ms. Pooja Sharma has resigned from the Designation of Company Secretary & compliance officer of the company w.e.f. 04/06/2023 and Ms. Shreya Garg was appointed as Company Secretary & compliance officer w.e.f. 05/06/2023 and she resigned w.e.f. 04/10/2023 and further Ms. Juhi Gurnani was appointed w.e.f. 13th December 2023 as the Company Secretary & Compliance officer of the company.
There were no other changes in the composition of KMP during the financial year 2023-2024.
18. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
A. CONSERVATION OF ENERGY:
The information required under the provisions of section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to the conservation of energy and technology absorption is not applicable, as the Company is not carrying out any manufacturing operation.
B. FOREIGN EXCHANGE EARNINGS AND OUTGO:
As on 31.03.2024
As on 31.03.2023
a) Earnings in foreign exchange
Nil
b) Expenditure / outgo in foreign exchange (Travelling)
19. MEETINGS:
During the financial year 2023-2024, following meetings were convened:
Board Meetings
S. No. Date of Board Meeting
Audit Committee Meetings
S. 25. Date of Meeting26. No.
Nomination & Remuneration Committee Meetings
S. 29. No. Date of Meeting30.
Stakeholders Relationship Committee Meetings
S .No. Date of Meeting
Members Meeting
Type of Meeting
Date of Meeting
No. of Entitle
No. of Members Attended
Annual General Meeting
30-09- 2023
22
21. NOMINATION AND
REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee comprises of:
i. MAHAVIR PRASAD YADAV - Chairperson ii. ANJU SONI iii MAMTA SHARMA
22. AUDIT COMMITTEE:
The Audit Committee comprises of:
i. MAHAVIR PRASAD YADAV Chairperson ii. ANJU SONI iii MAMTA SHARMA
23. DETAILS OF ESTABLISHMENT OF
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The Company has put in place Vigil Mechanism for Directors and Employees of the Company.
24. CORPORATE SOCIAL
RESPONSIBILITY (CSR):
As the Company does not fall under the Class of Companies as prescribed under
Section 135 of Companies Act,2013 and Rules made there under, therefore the provisions related to Corporate Social Responsibility is not applicable to the Company.
Therefore, Company is not liable to contribute towards Corporate Social Responsibility.
25. PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.
26. 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 arm's length transactions under the proviso thereto have been disclosed in Form No. AOC-2 and the same forms part of this report.
27. MANAGERIAL REMUNERATION:
During the financial year company has not paid remuneration to directors of the company.
There is no Employee who is in receipt of remuneration of more than Rs. 8,50,000 per month or Rs. 102,00,000 per annum under Section 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the financial year 2023-2024.
The Company does not have any material information to report in accordance to Rule 5, of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
28. AUDITORS AND AUDIT REPORT
a. STATUTORY AUDITORS:
In accordance with Sec 139 of the Companies Act, 2013, M/s TAMBI ASHOK
& ASSOCIATES, Chartered Accountants (FRN: 005301C), were appointed by the shareholders of the Company at the Annual General Meeting held on September 30, 2022, as Statutory Auditors of the company for a period of 5 years to hold office from the conclusion of 34th Annual General Meeting till the conclusion of the 39th Annual General Meeting of the Company to be held for financial year ended on 31 March 2027.
b. STATUTORY AUDITORS REPORT:
There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation under section 134(3)(f) of the Companies Act, 2013 from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.
c. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of its Board, appointed M/s. Mahendra Khandelwal& Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the
Company for the financial year 2023-2024. The Secretarial Audit Report is annexed herewith as Annexure I. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge of their professional obligation.
d. INTERNAL AUDITORS
The Board has appointed M/s. AKN Jain & Co. Chartered Accountants as Internal Auditors for a period of one year 2023-2024 under Section 138 of the Companies Act, 2013 and he has completed the internal audit as per the scope defined by the Audit Committee.
29. GREEN INTIATIVES:
Electronic copies of the Annual Report 2023-2024 and the Notice of 36th AGM will be send to all members whose e-mail address is registered with the company/depository participants. For members who have not registered their email address, physical copies will be send in the permitted mode.
30. RISK MANAGEMENT POLICY:
The Company has its Risk Management Policy to identify and deal with the risks and threats that could impact the organization. Risk Management Policy is available for inspection at the Registered Office of the Company during business hours on any working day.
31. DIRECTOR'S RESPONSIBILITY
STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) Director had selected such accounting policies and applied consistently and judgments and estimates have been made 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) Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The annual accounts have been prepared on a going concern basis.
(e) That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.
(f) That proper system were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
32. CORPORATE GOVERNANCE AND
MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Corporate Governance and Management Discussion & Analysis Report, which forms a part of this Report, are set out separately together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015.
33. DETAILS OF SIGNIFICANT AND
MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN
FUTURE:
There are no significant and material orders passed by the regulators or courts or Tribunals impacting the going concern status and company's operation in future.
34. NUMBER OF CASES FILED (IF ANY),
AND THEIR DISPOSAL U/S 22 OF THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance towards any action on the part of any of its official, which may fall under the ambit of ‘Sexual Harassment' at workplace, and is fully committed to uphold and maintain the dignity of every women employee of the
Company. The Company's Sexual
Harassment Policy provides for protection against sexual harassment of Women at workplace and for Prevention and redressal of such complaints. During the financial year no case of Sexual Harassment were reported.
35. HUMAN RESOURCES
MANAGEMENT:
We firmly believe that employee motivation, development and engagement are key aspect of good human resource management. We provide several forums and communication channels for our employees to not only share their point of view and feedback related to our business, but also share feedback self-development and career advancement. These forums have helped us to identify and implement a number of structural changes during the year under review.
36. OTHER DISCLOSURES AND
STATUTORY INFORMATION:
a. Compliance with Secretarial Standards
The Company complies with applicable secretarial standards.
b. Policies and code adopted by the Company
The Board of Directors has from time to time framed and approved policies as required by the SEBI LODR Regulations as well as under the Companies Act, 2013. These policies will be reviewed by the Board at periodic intervals. Some of the key policies that have been adopted are as follows:
Code for Disclosure of Unpublished Price Sensitive Information
Code of Conduct for Insider Trading
Policy on Related Party Transactions
Code of Conduct for Directors and Senior Management Personnel
Whistle Blower Policy
37. ACKNOWLEDGEMENTS:
The Directors thank the Company's employees, customers, vendors, investors and academic partners for their continuous support.
The Directors also thank the Government of India, Governments of various states in India and concerned Government departments and agencies for their cooperation
The Directors appreciate and value the contribution made by every member of the Company.
Soni Medicare Limited Annual Report 2023-24
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/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 arm's length transactions under third proviso thereto.
Details of contracts or arrangements or transactions not at arm's length basis:
The Company has not entered in any contract or arrangement or transactions with its related parties which is not at arm's length during the Financial Year 2023-24.
Details of material contracts or arrangement or transactions at arm's length basis:
In accordance with the requirements of IND AS 24, name of the related party, related party relationship, transactions and outstanding balances including commitments where control exits and with whom transactions have taken place during reported periods, are reported as under:
(i). Related party name and relationship a. Key Managerial Persons
b. Relatives of Executive Directors with whom transactions have taken place:
c. Non-Executive Directors and Enterprises Over which they are able to exercise significant influence (With whom transaction have taken place):
(ii). Transactions Carried Out With Related Parties referred in point (i) above in ordinary course of Business (Rs. in Hundred)
Nature of Transactions
Related Parties
As at 31st March, 2024
As at 31st March, 2023
Outstanding
Payable (Amount Payables and Security deposits taken)
Receivables (Security deposits given)
(iii). Additional Disclosure in respect of Material Transactions with Related parties during the year( Included in (ii) above) (Rs. in Hundred)
Purchases
DR. Bimal Roy Soni ( Managing Director)
Dr Anju Soni ( Director)
Krishna Kumar saini (Chief Financial Officer )
Pooja Sharma (Company Secretary)
Juhi Gurnani (Company Secretary)
Shri Namit Soni (son of Director)
Smt Neha Soni ( Daughter-in-law of Director)
(ii) Entity where control exists:
M/s Soni Hospitals Private Limited
M/s S. S. Pharmacy
M/s B. R. Soni ( HUF)
Form No. MR-3 Secretarial Audit Report
For the financial year ended March 31, 2024
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practice by M/s SONI MEDICARE LIMITED (herein after called "The Company"). Secretarial audit was conducted in the manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliance and expressing our opinion thereon.
Based on the verification of the books, papers, minute books, forms and returns filed and Other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion; the Company has, during the audit period covering the financial year ended on 31st March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.
We have examined the books, papers, minutes' book, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2024, to the extent applicable, according to the provisions of:
I. The Companies Act, 2013 (the Act) and the rules made there under;
II. The Securities Contract (Regulation) Act, 1956 and Rules made there under; III. The Depositories Act, 1996 and Regulations and Bye-laws framed there under;
IV. The following Regulations and Guidelines prescribed under the Securities & Exchange
Board of India Act, 1992 ("SEBI Act") to the extent applicable;
a. The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015; b. The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulation, 2011; c. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
1992; d. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009; (Not applicable as there was no reportable event during the financial year under review for secretarial audit) e. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999; (Not applicable as there was no reportable event during the financial year under review for secretarial audit)
f. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008; (Not applicable as there was no reportable event during the financial year under review for secretarial audit) g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the Companies Act and dealing with client; h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
(Not applicable as there was no reportable event during the financial year under review for secretarial audit) and i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable as there was no reportable event during the financial year under review for secretarial audit) V. As identified by the management, following laws are specifically applicable to the
Company:
A. Pharmacy Act, 1948
B. Drugs and Cosmetics Act, 1940
C. Narcotic Drugs and Psychotropic Substances Act, 1985 D. Food Safety And Standard Act, 2006
E. The Trade Marks Act, 1999
F. Clinical Establishment (Registration and Regulation) Act, 2010 G. Indian Medical Council Act, 1956
H. Indian Medical Degrees Act, 1916 I. Indian Nursing Council Act, 1947 J. The Drugs Control Act, 1950
K. Birth and Death and Marriage Registration Act, 1886
We have also examined compliance with the applicable clauses of the following:
A. Secretarial Standards issued by the Institute of Company Secretaries of India;
B. SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the Listing agreements entered into by the company with BSE Limited.
In our observation, during the period under review, the Company has-complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that:-
a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. c) None of the directors in any meeting dissented on any resolution and hence there was no instance of recording any dissenting member's view in the minutes.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period the Company has passed no special resolutions which are having major bearing on the Company's affairs in pursuant of the above referred laws, rules, regulations, guidelines, standards.
*Note: This report is to be read with my letter of even date which is annexed as "Annexure - A" which forms an integral part of this report.
Annexure A
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of management of the company. Our responsibility is to express an opinion on those records based on our audit.
2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices which followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
4. Wherever required, we have obtained the Management's Representation about the compliance of Laws, Rules, Regulations, Guidelines and Directions and happening events, etc.
5. The compliance of the provision of corporate and other applicable laws, rules, regulation, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
7. The maximum liability of our firm under the secretarial audit in respect of the aggregate of all claims shall not exceed the fee charged by us.