Dear Members,
Your Directors have immense pleasure in presenting the 40th Report of the Board of Directors ("Board") on the business and opera ons of the Company, together with Financial Statements for the Financial Year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS:
Your Company's financial performance for the year ended March 31, 2024 is as below:
(Rs. In Lakhs)
2. STATE OF COMPANY AFFAIRS & CHANGE IN BUSINESS
The Company has engaged in the Business of Hospital Ac vi es, providing Healthcare Services, Ac vi es of Ayurveda Prac oners. There has been no change in the business of the Company during the Financial Year ending on March 31, 2024.
TAKEOVER THE EXISTING BUSINESS OF THE COMPANY:
The open offer for the acquisi on of 1,47,000 fully paid-up equity shares at an offer price of Rs. 10 / - per equity share represen ng 60% of the total paid-up capital i.e. 2,45,000 and vo ng rights of Ayoki Merchan le Limited were acquired by the acquirers and open offer was closed on 05/10/2023, a er closing of the open offer, there was a substan al change of shareholding and change of control in the Company and the Acquires have been categorised as "Promoters" of the Company
CHANGE IN NAME OF THE COMPANY
The Ministry of Corporate A airs issued the Cer cate for Name change from Ayoki Merchan le Limited to Wardwizard Healthcare Limited on 11/12/2023
CHANGE IN OBJECT OF THE COMPANY
The Ministry of Corporate A airs issued the certificate for change of Object Clause of the Memorandum of Associa on issued on 28/11/2023.
INDIAN ACCOUNTING STANDARDS
The Financial Statements for the year ended on March 31, 2024 have been prepared in accordance with the Companies (Indian Accoun ng Standard) Rules, 2015, prescribed under Sec on 133 of the Companies Act, 2013 (‘the Act') and other recognized accoun ng prac ces and policies to the extent applicable.
3. DIVIDEND
The Board of Directors of your company has not recommended any dividend for the current Financial Year 2023-24 considering that the Company has incurred loss for the year.
4. UNCLAIMED DIVIDENDS AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Since there was no unpaid/unclaimed Dividend declared and paid in the previous year, the provisions of Sec on 125 of the Companies Act, 2013 do not apply to the Company.
5. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT There are no shares in the demat suspense account or unclaimed suspense account.
6. DETAILS OF TRANSFER TO RESERVES
The Board of Directors of your Company has decided not to transfer any amount to the Reserves due to the absence of any profits for the Financial Year 2023-24.
7. LISTING ON STOCK EXCHANGES
The Company's equity shares are listed on The BSE Limited (Scrip Code: 512063). The Company has paid the Annual Lis ng Fees for the Financial Year 2023-24 to the said Stock Exchange as required.
8. SHARE CAPITAL
The Company's paid-up equity share capital as on March 31, 2024 was Rs. 24.50 lakhs. There is no change in the share capital of the Company during the period under review.
a) BUY BACK OF SECURITIES
The Company has not bought back any of its securi es during the year under review.
b) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c) BONUS SHARES
No Bonus Shares were issued during the year under review.
d) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Op on Scheme to the employees.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS
During the year under review, there is a change in the composi on of the Board as stated below:
RETIRE BY ROTATION
At the 40th Annual General Mee ng (AGM), the following appointment/re-appointment is being proposed: Mr. Ya n Sanjay Gupte (DIN-07261150) (Non-Execu ve Non-Independent Director) shall re re by rota on and being eligible, offers himself, for reappointment. Details of the proposal for the reappointment of Mr. Ya n Sanjay Gupte (DIN-07261150) (Non-Execu ve Non-Independent Director), along with his brief resume is men oned in the Explanatory Statement under Sec on 102 of the Act and disclosure under Regulation 36(3) of the Lis ng Regulations as annexed to the No ce of the 40th Annual General Mee ng. The Board recommends the re-appointment /appointment of the above Director.
KEY MANAGERIAL PERSONNEL
The Company has the following persons as Key Managerial Personnel under the Companies Act, 2013:
10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the financial year under review, regular meetings of the Board are held at least once in a quarter inter-alia to review the quarterly results of the Company and to discuss and decide on various business policies strategies and other businesses. The Board of Directors of the Company met 9 (Nine) mes to transact the business of the Company in accordance with Regulation 17 of SEBI (LODR) Regulation 2015, and /or provisions contained in Sec on 173(1) of the Companies Act read with Rules made thereunder. The Board meetings are held on following dates during the year.
Details of the atendance of the Directors at the Board meetings held during the year ended March 31, 2024 are as follows:
11. AUDIT COMMITTEE
Pursuant to the provisions of Sec on 177 (8) of the Companies Act 2013 read with Rules 6 & 7 of the Companies (Mee ngs of the Board and its Powers) Rules, 2013, the details pertaining to the cons tu on of the Audit Commitee are herein provided
* Mr. Mitesh Ghanshyambhai Rana and Mr. Paresh Prakashbhai Thakkar were introduced into the Audit Commitee in the Board Mee ng held on February 29, 2024 in reference to the resigna on of Mr. Kamal Ashwinbhai Lalani from the Company
Mee ngs and Atendance during the year
4 (Four) Audit Commitee meetings were held during FY 2023-24. The meetings were held on the following dates:
Atendance of Directors in the meetings are as under:
Further as per Sec on 177(8) of the Act, as amended from me to me, there have been no instances during the year where recommenda ons of the Audit Commitee were not accepted by the Board of Directors.
The minutes of the Audit Commitee are reviewed by the Board at its subsequent meetings.
The previous Annual General Mee ng (AGM) of the Company was held on September 29, 2023 and the same was atended by the Chairperson of the Audit Commitee.
The Company Secretary of the Company act as the Secretary of the Audit Commitee.
12. NOMINATION AND REMUNERATION COMMITTEE
The details pertaining to the cons tu on of the Nomina on and Remunera on Commitee as required under the provisions of Sec on 178(1) of the Companies Act 2013 and its terms of reference in brief are to be herein provided.
Mr. Mitesh Ghanshyambhai Rana and Mr. Paresh Prakashbhai Thakkar were introduced into the Nomina on and Remunera on Commitee in the Board Mee ng held on February 29, 2024 in reference to the resigna on of Mr. Kamal Ashwinbhai Lalani from the Company
3 (Three) Nomina on & Remunera on Commitee meetings were held during FY 2023-24. The meetings were held on the following dates:
Atendance of Directors in the meetings is as under:
The minutes of the Nomina on & Remunera on Commitee are reviewed by the Board at its subsequent meetings.
The previous Annual General Mee ng (AGM) of the Company was held on September 29, 2023 and the same was atended by the Chairperson of the Nomina on & Remunera on Commitee.
The Company Secretary of the Company act as the Secretary of the Nomina on & Remunera on Commitee.
13. STAKEHOLDERS RELATIONSHIP COMMITTEE
The details pertaining to the cons tu on of the Stakeholders Rela onship Commitee as required under the provisions of Sec on 178(5) of the Companies Act 2013 and its terms of reference in brief are to be herein provided.
* Mr. Mitesh Ghanshyambhai Rana and Mr. Paresh Prakashbhai Thakkar were introduced into the Stakeholders Rela onship Commitee in the Board Mee ng held on February 29, 2024 in reference to the resigna on of Mr. Kamal Ashwinbhai Lalani from the Company
On Recons tu on of the Stakeholders Rela onship Commitee in the Board Mee ng held on February 29, 2024 Mr. Mr. Paresh Prakashbhai Thakkar is elected as a Chairman of this Commitee.
1 (One) Audit Commitee meetings were held during FY 2023-24. The meetings were held on the following dates:
The minutes of the Stakeholders Rela onship Commitee are reviewed by the Board at its subsequent meetings.
The previous Annual General Mee ng (AGM) of the Company was held on September 29, 2023 and the same was atended by the Chairperson of the Stakeholders Rela onship Commitee.
The Company Secretary of the Company act as the Secretary of the Stakeholders Rela onship Commitee.
14. BOARD EVALUATION
The Nomina on and Remunera on Commitee has laid down the criteria for performance evalua on of Execu ve and Non-Execu ve Directors of the Company as per Sec on 178 of the Act, as amended from me to me, and as per Regulation 19 of the SEBI (LODR) Regulations 2015. The criteria was set based onvarious atributes, inter alia, pro le, experience, contribu on, dedica on, knowledge, sharing of informa on with the Board, regularity of atendance, ap tude & e ec veness, preparedness & par cipa on, team work, decision making process, their roles, rights, responsibili es in the Company, monitoring & managing poten al conflict of interest of management, providing fair and construc ve feedback & strategic guidance and contribu on of each Director to the growth of the Company.
The Company has devised the Board's Performance Evalua on Policy document along with performance evalua on criteria / form for Independent and Non- Independent Directors of the Company and criteria for evalua on of Board's / Commitee's performance along with remarks and sugges ons. The performance of the Commitees was evaluated by the Board a er seeking inputs from the Commitee members on the basis of the criteria such as the composi on of commitees, e ec veness of commitee meetings, etc.
Separate meeting of Independent Directors of the Company was held on March 19, 2024 and it reviewed the performance of Non-Independent Directors & the Board as a whole and also reviewed the performance of Chairman of the Company. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its commitees and individual Directors was also discussed.
15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Independent Directors are provided with necessary documents, reports and other relevant informa on to enable them to familiarise with the Company's procedures and prac ces. The Independent Directors are taken for visit to Company's various plants / units, to enable them to have full understanding of manufacturing opera ons & processes of the Company and the industry in which it operates. Periodic presenta ons are made at the Board meetings on business and performance updates of the Company, business strategy and risks involved. At the me of induc on of the newly appointed Independent Director, he / she is apprised adequately about the Company, latest financial statements with business model, industry scenario, compe on, significant recent developments and also the Board processes which is apprised by the Managing Director, the Chief Financial Officer, the Company Secretary and the Senior Management of the Company. Details of the familiarisa on programme for the Independent Directors are available on the website of the Company.
16. CREDIT RATING
The Company has not issued any debt instruments and does not have any Fixed Deposit or any scheme or proposal involving the mobiliza on of funds in India or abroad during the Financial Year ended March 31, 2024. Hence during the Year, there was no requirement to obtain such Credit Ra ngs.
17. DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
During the year under review, the Company does not have any subsidiaries, associates or joint venture companies within the meaning of the Companies Act, 2013.
18. STATUTORY AUDITORS AND AUDITOR'S REPORT
Pursuant to the provisions of sec on 139 of the Act and the rules framed therea er, M/s. Mahesh Udhwani & Associates, Chartered Accountants (Firm registra on Number 129738W), who was appointed as statutory auditors of the Company of in the 39th Annual General Mee ng shall hold officeun l the conclusion of the 44th Annual General Mee ng of the Company.
In accordance with the provisions of the Companies Act, 2013, the Board has appointed M/s. Mahesh Udhwani & Associates, Chartered Accountants, Vadodara, Gujarat with Firm Registra on Number 129738W be and are hereby appointed as the Statutory Auditors of the Company to ll the casual vacancy caused due to resigna on of M/s. Falod & Maheshwari, Chartered Accountants, (Firm Registra on No FRN 151051W), (pursuant to change in the management of the Company and to ll the casual vacancy) at a remunera on as may be mutually agreed to, between the Board of Directors and M/s. Mahesh Udhwani & Associates, Chartered Accountants, to hold officeof Statutory Auditor w.e.f. 11th August, 2023 ll the conclusion of 44th Annual Mee ng of the Company (subject to ra ca on of their appointment at every Annual General Mee ng). The Statutory Auditors have con rmed that they are not disqualified to hold the officeof the Statutory
Auditor
M/s. Mahesh Udhwani & Associates, Chartered Accountants have signi ed their assent and con rmed their eligibility to be appointed as Statutory Auditors in terms of the provisions of Sec on 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014. The rm performs its obliga ons in adherence to recognized audi ng standards and periodically cer es its independence from the management.
The Statutory Auditors' report does not contain any quali ca on, reserva on or adverse remark and is self-explanatory and unmodi ed and thus does not require any further clari ca ons/comments. The Statutory Auditors have not reported any incident of fraud to the Audit Commitee of the Company during the FY 2023-24.
19. SECRETARIAL AUDITORS REPORT
In terms of Sec on 204 of the Companies Act, 2013, the Board of Directors of the Company has appointed Mrs. Pooja Amit Gala, Prac cing Company Secretary (ACS-69393, Cer cate of Prac ce
No.-25845), as the Secretarial Auditor to conduct an audit of the secretarial records. The Company has received consent from Mrs. Pooja Amit Gala to act as the auditor for conduc ng audit of the Secretarial records. The Secretarial Audit Report for the financial year ended March 31, 2024 is set out in the Annexure - A to this report. The Secretarial Audit Report does not contain any quali ca on, reserva on or adverse remark.
None of the Auditors of the Company have reported any fraud as specified under the second proviso of Sec on 143 (12) of the Companies Act, 2013 (including any statutory modi ca on(s) or re-enactment(s) thereof for the me being in force).
A Secretarial Audit Report for the year ended March 31, 2024 in prescribed form duly audited by the Prac cing Company Secretary Mrs. Pooja Amit Gala is annexed herewith and forming part of the report. There are no quali ca ons or adverse remarks in the Secretarial Audit Report issued by the above-named rm, hence doesn't require any comments from the Director on the same.
20. COST AUDIT AND COST RECORDS
During the financial year 2023-24; the provisions of Sec on 148 of The Companies Act, 2013 do not apply to the Company.
21. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company's Compliance func on is responsible for independently ensuring that opera ng and business units comply with the regulatory and internal guidelines. The Compliance Department of the Company con nues to play a pivotal role in ensuring the implementa on of compliance func ons under the direc ves issued by the Regulators, the Board of Directors and the Company's Compliance Policy. The Audit Commitee reviews the performance of the Compliance Department and the status of compliance with the regulatory or internal guidelines periodically. New instruc ons and guidelines issued by the regulatory authori es were disseminated across the Company to ensure that the business and func onal units func on within the boundaries set up by the regulators and that the compliance risks are suitably monitored and mi gated in the course of their activities and processes.
The Company complied with the applicable Secretarial Standard issued by the Ins tute of Company Secretaries of India read with the MCA circulars issued from me to me.
22. CEO / CFO CERTIFICATION
The required certificate under Regulation 17(8) of the SEBI (LODR) Regulations, 2015 signed by the Chairman & Managing Director (CEO) and the Chief Financial Officer (CFO) with regard to the financial statements and other maters as required by the Lis ng Regulations. The certificate is annexed to this report. Annexure - B
They have also provided quarterly certificates on financial results while placing the same before the Board pursuant to Regulation 33 of the Lis ng Regulations.
23. CODE OF CONDUCT
The Company has adopted a Code of Conduct for all the employees including the Board Members and Senior Management Personnel of the Company in accordance with the requirement under Regulation 17 of the SEBI (LODR) Regulations 2015. The Code of Conduct has been posted on the website of the Company i.e. htps://www.ayokimerchan le.com/
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in par cular on maters rela ng to integrity in the work place, in business prac ces and in dealing with stakeholders. The Code gives guidance through examples of the expected behavior from an employee in a given situa on and the repor ng structure. Management members are made aware of the provisions of the Code from me to me.
The Company has obtained con rma ons for compliance with the said code from all its Board members and Senior Management Personnel for the year ending March 31, 2024. The declara on by the Chairman & Managing Director of the Company confirming the same is annexed to this report - Annexure - C
24. CORPORATE SOCIAL RESPONSIBILITY POLICY
According to the provision of Sec. 135 of the Companies Act 2013, companies having a net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any financial year are required to cons tute CSR (Corporate Social Responsibility) Commitee. However, your Company does not fall in the above-men oned criteria therefore the Company is not required to adopt the CSR Policy or cons tute a CSR Commitee during the year under review.
25. VIGIL MECHANISM (WHISTLE BLOWER POLICY)
The Vigil Mechanism as envisaged in Sec on 177 (9) Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Lis ng Obliga ons and Disclosure Requirements) Regulations, 2015 is implemented through the Company's Whistle Blower Policy.
The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or viola on of the Code of Conduct and Ethics. It also provides adequate safeguards against the vic miza on of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Commitee in excep onal cases. It is a rmed that no personnel of the Company have been denied access to the Audit Commitee. The policy of the vigil mechanism is available on the Company's website.
The Whistle Blower Policy aims to conduct a airs fairly and transparently by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. All employees of the Company are covered under the Whistle Blower Policy.
The brief details about this mechanism may be accessed on the Company's website at the weblink: www.ayokimerchan le.com.
26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
As required under Sec on 134(3)(q) of the Companies Act 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules 2014, the Company has in place adequate financial controls commensurate with its size, scale and complexity of opera ons regarding its financial statements. Internal financial controls of the Company are also similarly commensurate. Comprehensive policies, guidelines and procedures are laid down for all business processes. These have been designed to provide reasonable assurance about recording and providing reliable financial informa on, ensuring integrity in conduc ng business, accuracy and completeness in maintaining accoun ng records and preven on and detec on of frauds and errors.
Your company ensures adherence to all internal control policies and procedures as well as compliance with all regulatory guidelines.
During the year, such controls were assessed and no reportable material weaknesses in the design or opera on were observed the Audit Commitee of the Board of Directors reviews the adequacy of internal controls, further, the Audit Commitee also monitors the status of management ac ons emana ng from internal audit reviews.
27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR
There has been no material change and commitment a ec ng the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.
28. MATERIAL ORDERS PASSED BY THE REGULATORS OF COURTS OR TRIBUNALS IMPACTING THE COMPANY'S OPERATION IN FUTURE
No such material order has been passed by the Regulators or Court or Tribunals having an adverse effect on the opera on of the Company in future and the going concern status.
29. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186
There are no Loans, Guarantees, Investments and Security made during the Financial Year ended March 31, 2024 as per the provisions of Sec on 186 of the Companies Act, 2013 read with Companies (Mee ngs of Board and its Powers) Rules, 2014.
30. PARTICULARS OF ARRANGEMENTS OR CONTRACTS WITH RELATED PARTIES AS PRESCRIBED UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013
The par cular of every contract or arrangement entered into by the Company with related parties referred to in sub-sec on (1) of sec on 188 of the Companies Act, 2013 including a certain arm's length and the ordinary course of transac ons under third proviso thereto has been disclosed in
Form no AOC-2.
The policy on Related Party Transac ons as approved by the Board is uploaded on the website of the Company and the web link is www.ayokimerchan le.com.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report, which gives a detailed account of state of a airs of the Company's opera ons forms a part of this Annual Report. - Annexure - F
32. CORPORATE GOVERNANCE REPORT
In line with Regulation 15(2) of the Lis ng Regulations, the provisions of Corporate Governance shall not apply in respect of the following class of the Companies:
a) Listed en ty having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b) Listed en ty which has listed its specified securi es on the SME Exchange.
The paid-up Equity Capital and the Net worth of the company as on the last day of the previous year i.e., March 31, 2024 was Rupees 24.50 Lakhs and Rupees (39.96) Lakhs respec vely which is below the value as prescribed limit i.e. 10 crores and 25 crores respec vely in the relevant provisions of Regulation 27(2) of the SEBI (Lis ng Obliga ons & Disclosures Requirements) Regulations 2015. Hence Corporate Governance provisions do not apply to the company and it does not form the part of The Annual Report for the financial year 2023- 24.
33. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declara ons from all Independent Directors of the Company in accordance with the provisions of Sec on 149 (7) of the Companies Act 2013 confirming that they meet the criteria on independence as prescribed under Sec on 149 (6) of the Companies Act 2013. There has been no change in the circumstances which may affect their status as independent Directors during the year. The independent directors have also con rmed compliance with the provisions of rule 6 of Companies (Appointment and Quali ca on of Directors) Rules, 2014 as amended, rela ng to inclusion of their name in the data bank of
Independent Directors.
34. STATEMENT REGARDING INDEPENDENT DIRECTORS
With reference to the Rules 8(5)(iiia) of the Companies (Accounts) Rules 2014 and in the opinion of the Board, there has been no change in the circumstances which may affect their status as
Independent Directors of the Company and the Board is sa s ed of the integrity, exper se, and experience (including pro ciency in terms of Sec on 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.
35. POLICY ON DIRECTORS' APPOINTMENT, REMOVAL, REMUNERATION AND OTHER DETAILS
The Company's policy on on Directors' appointment and remunera on including criteria for determining quali ca ons, posi ve atributes, independence of a director and other maters provided under sub-sec on (3) of sec on 178 of the Companies Act 2013 is available on the website of the Company at htps://www.ayokimerchan le.com/policy/REMUNERATION
%20POLICY.pdf
36. PARTICULARS OF EMPLOYEES, DIRECTORS AND KEY MANAGERIAL PERSONNEL
In terms of sec on 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remunera on of Managerial Personnel) Rule, 2014, the necessary disclosures have been annexed as Annexure - D to the Board's Report.
37. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of fraud commited in the Company by its Directors or Of cers or Employees to the Audit Commitee under sec on 143(12) of the Companies Act, 2013, details of which needs to be men oned in this Report.
38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on preven on, prohibi on and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Preven on, Prohibi on and Redressal) Act, 2013 and the Rules thereunder. During the Financial Year 2023-24, the Company has not received any complaints of sexual harassment.
39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The informa on on conserva on of energy, technology absorp on and foreign exchange earnings and outgo as s pulated under Sec on 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended from me to me), is set out herewith as Annexure-E to this report.
40. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Sec on 134(3)(c) of the Act, in rela on to financial statements of the Company for the year ended March 31, 2024, the Board of Directors states that:
a. in the prepara on of the annual accounts, the applicable accoun ng standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b. the Directors have selected such accoun ng policies and applied them consistently and made judgments and es mates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company as at March 31, 2024 and of the Loss of the Company for the year ended March 31, 2024;
c. the Directors have taken proper and sufficient care for the maintenance of adequate accoun ng records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preven ng and detec ng fraud and other irregulari es;
d. the annual accounts / financial statements have been prepared on a ‘going concern' basis;
e. proper internal financial controls are in place and are opera ng e ec vely; and
f. proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and opera ng e ec vely.
41. ACCEPTANCE OF PUBLIC DEPOSITS
During the FY 2023-24 the Company has not accepted any deposits within the meaning of Sec on 73 of the Act, and the Companies (Acceptance of Deposits) Rules, 2014. Hence, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet
42. 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
During the FY 2023-24, there was no such instance.
43. DETAILS OF APPLICATIONS MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the year under review, there were no applica ons led or any proceedings pending in the name of the company under the Insolvency and Bankruptcy Code (IBC), 2016,
44. ANNUAL RETURN
As required under the provisions of Sec on 134(3)(a) and Sec on 92(3) of the Act, read with Rule 12 of the Companies (Management and Administra on) Rules, 2014, (including any statutory modi ca on(s) or re-enactment thereof, for the me being in force), the Annual Return in Form No. MGT-7 is displayed on the website of the Company and can be accessed at htps://www.ayokimerchan le.com/annual-report.php.
45. ACKNOWLEDGEMENTS
Your directors wish to place on record their apprecia on of the contribu on made by employees at all levels to the con nued growth and prosperity of your Company. Your Directors also wish to place on record their apprecia on for the shareholders, consumers, and banks for their con nued support.