Your Directors are pleased to present the Forty Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended March 31. 2025.
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FINANCIAL HIGHLIGHTS
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(In Thousands)
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PARTICULARS
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2024-25
(INR’000’)
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Operating Income
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161,311.65
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240.590.68
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Profit before Interest & Depreciation
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14.301.57
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30,707.39
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Less: a) Interest
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(1,961.06)
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(4,085.60)
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h) Depreciation
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(1.529.67)
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(1.626.92)
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Profit before Exceptional and Extraordinary item and Tax
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10,810.84
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24,994.87
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Exceptional Item
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-
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•
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Net Profit/ (Loss) before Taxation
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10,810.84
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24,994.87
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Current Tax
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2,911.03
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6,572.26
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Add: Short Provision for Income Tax for Previous years
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293.12
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54.74
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lxss - Deferred Tax
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(443.66)
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(132.43)
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Net Profit/(Loss) after Taxation
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8.050J5
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18^00.30
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Add: Other Comprehensive income
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332.22
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(90.82)
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Total Comprehensive income attributable lo equity holders
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8.382.57
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18.409.48
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l ess: Balance of Profit/Loss Brought forward from previous years
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37.691.53
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21.255
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Add: MAT Credit
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0
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0
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Less: Dividend paid for Previous Year
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2.631.36
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1.973
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Balance carried to Balance Sheet
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43,442.74
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37,691
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Results of Business Operations and theStateofCompanv's Affairs
Fhe operational income of the Company has decreased from Rs. 2.405 Lakhs to Rs. 1,613 Lakh registering a Negative growth of 67% in the current year. Hie income from trading and servicing has increased from Rs. 398 Lakhs to Rs. 435 Lakhs for the current year, while Distribution Commission has increased from Rs. 105 Lakhs to Rs. 125 Lakhs for the current year. Overall income has decreased hy Rs. 792 Lakhs. During the year under review.
Directors’ Responsibility Statement
Che directors had selected such accounting policies and applied them consistently and mode judgments and estimates that are reasonable and prudent so as to give a true and fair view of the slate of affairs of the company at the end of the financial y ear and of the profit and loss of the company for that period:
The director's had taken proper and sufficient care for the maintenance of adequate accounting records in accordance w ith the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities:
The directors had prepared the annual accounts on a going concern basis: and the directors, in the ease of a listed company , had laid down internal financial controls to be followed hy the company and that such internal financial controls are adequate and were operating effectively.
Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.
Ihe directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Listing
Shares of your Company continue to be listed on Bombay Stock Exchange Limited, Mumbai, and the listing fee has been paid for the year 2024-2025 in the month of April. 2025.
Directors
The Board of Directors of the Company is duly constituted. In accordance with the provisions of Section 152 of the Act. Dr. Vivek Sehgai (DIN: 00036060), Director of the Company, retires by rotation and being eligible, offer himself for re-appointment. I he Board recommended her re-appointment.
Further, brief profile and other details of Dr. Vivek Sehgai are provided in the Notice of the Annual General Meeting.
Independent Directors
The term and conditions of appointment of independent directors are as per Schedule IV of the Act Pursuant to the Provisions of Section l34(3Xd) read with Section 149(6) the declaration by the independent Directors that they meet the criteria of independence has been received. During the year under review, the Non- Executive independent Directors of the Company had no pecuniary relationship or transactions with the Company.
Board Evaluation
The board of directors has carried out an annual evaluation of its own performance. Board committees and individual directors pursuant to the provisions of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015. Die Board has devised a policy on the evaluation of performance of board of Directors. Committee and Individual Directors. Accordingly, the Chairman of the Nomination and Remuneration Committee obtained from all the board members duly filled in evaluation templates for evaluation of the Board as a whole, evaluation of the committees and peer evaluation. The summary of the evaluation repons were presented to the respective Committees and the Board for their consideration. The performance of the committees was evaluated by the hoard after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
Auditors
Die Auditors. M/s V.N Purohit & Co.. Chartered Accountants. New Delhi are continued to be the auditors of the Company.
Policy on Directors’ appointment mid remuneration and other details
fhe Company 's policy on directors' appointment and remuneration and other matters provided in Section 178(1) & (3) of the Act has been disclosed in the Corporate Governance Report which forms pan of the directors' report.
Audit committee and \ igil Mechanism
The details pertaining to composition of audit committee and vigil mechanism are included in the Corporate Governance Report which forms pan of this report.
Auditors' report and secretarial auditors' report
Die auditors' report and secretarial auditors' report docs not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms pan of this report.
Particulars of loans, guarantees and investments
There was no Loon. Guarantees or Investments made by the Company under Section 186 of the Companies Act 2013. during the year under report and hence the said prov ision is not applicable.
Transactions with related parties
There was no contract or arrangements made with related partiesas defined under Section 188 of the Companies Act, 2013. during the year under report. The details of transactions with the Company and related parties arc given for information under notes to Accounts.
Extract of Annual Return
As provided under Section 92(3) of the Act. the extract of annual return is attached to this report in the prescribed Form MGT-9.
Corporate Social Responsibility
Provisions ofSection 135 of the Companies Act. 2013. are inapplicable to the Company.
Dividend
Based on company performance the directors have recommended a payment of dividend of Rs. 1.00 (10%) per equity shares of Rs.10 each on share capital amounting to Rs. 21,92.800.
t hanee in the Nature of the Business
There is no change in the nature of the Business of the Company during the year under report.
Material Changes
No material changes and commitments alTcctinglhc financial position of the Company occurred between the end of the financial year to which this financial statement relates till the date of this report.
Conservation of Energy, Technology Absorption.foreign Exchange Earnings and Outgo.
The information pertaining to conservation of energy1, technology absorption, foreign exchange earnings and outgo is given in the Annexure forming pan of this Report.
The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.
Disclosures under Sexual Harassment of W omen at Workplace I Prevention. Prohibition & kedressall Act, 2013.
Your Directors state that the company has zero tolerance on sexual harassment at workplace. During the year under review, there were no eases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Rcdressal) Act. 2013.
Number of sexual harassment complaints received during the year: NIL Number of complaints disposed off during the same year: NIL Number of complaints pending for more than 90 days: NIL
Disclosures under Maternity Benefit Act. I%l:
The Company duly adheres to the provisions of Maternity Benefit Act. 1961. ensuring that maternity benefit leaves, workplace facilities and related provisions arc followed
Transfer to Unclaimed Dividend to IKPF.
Section 124 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting. Audit Transfer and Refund) Rules. 2016 (“the Rules"), as amended, mandate the companies to transfer the dividend that has remained unclaimcd/un-encashcd for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Further, the Rules also mandate that the shares on which dividend has not been claimed or encashed for seven consecutive years or more be transferred to the IEPF.
Hie following tabic provides a list of years for which unclaimed dividends and their corresponding shares would become eligible to be transferred to the IEPF on the dates mentioned below:
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Year
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Dividend Per Share (In Rs.)
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Date of Declaration
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Due Date for Transfer to IEPF
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2019
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0.90
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28.05.2019
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27.05.2027
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2022
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0.80
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28.05.2022
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27.05.2029
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2023
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0.90
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29.05.2023
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28.05.2030
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2024
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0.12
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30.05.2024
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29.05.2031
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Significant and Material orders passed by the Regulators or Courts or Tribunals
No significant or material orders were passed by any Regulator or Courts or Tribunals which impact the going concern status and Company's operations in future.
Internal Financial Controls
Ihe Company has in place adequale internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
Managerial Remuneration and Particulars of Employees
I Tic information pertaining to particulars of employees as Section 197 of the Companies Act 2013, read with Rule 3 of the Companies
Deposits
The Company has not accepted any deposits under Section 73 of Companies Act. 2013. during the financial year under report.
Corporate Governance Report
Corporate governance provisions as specified in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015. are not applicable to the Company. However, as per the governance policies of the Company, the Company has substantially followed and observed these regulations. A report on Corporate Governance covering among others details of meetings of the Board and Committees along with a certificate for compliance with the regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015.
Management Discussion ami Analysis Report
A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.
Acknowledgment
Your Directors wish to place on record their appreciation for the co-operation and assistance extended by the Company's employees, medical professionals, customers, vendors and academic institutions. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on y our Company.
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