Remedium Lifecare Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 35th Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS:

An overview of the financial performance of your Company for the year 2023-24 is as under:

(Amount in Lakhs)

	Year ended
Particulars	31.03.2024	31.03.2023
Revenue from Operations	4,04,170.67	50,983.66
Other Income	2108.11	0.00
Total Income	4,06,278.78	50,983.66
Less: Expenditure	4,01,233.35	50,244.07
Profit/(Loss) before tax	5045.42	739.60
Less : Current tax	1,774.34	197.74
Less : Deferred tax	(1.93)	(0.75)
Less : Previous Year Tax	0.00	0.00
Profit after Tax	3273.02	542.61

REVIEW OF OPERATIONS:

During the year under review, your Company recorded a total income of Rs. 4,06,278.78 Lakh as on 31st March 2024 as compared to Rs. 50,983.66 Lakhs in the previous financial year, higher by Rs 3,55,295.12 Lakhs. The Profit for the same period stands at Rs. 3273.02 Lakhs as compared to the Profit of Rs. 542.61 Lakhs in the previous financial year, higher by Rs. 2730.41 Lakhs.

2. DIVIDEND:

In order to conserve the profits for future growth of the Company, the Board of Directors has not recommended payment of any dividend for the year on the equity share capital of the company.

3. Transfer to GENERAL Reserves:

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the F.Y. 2023-24.

4. CAPITAL STRUCTURE

At the beginning of the year Authorised Share Capital was Rs. 30,00,00,000/- (Rupees Thirty Crore Only) divided into 3,00,00,000 (Three Crore) Equity Share of Rs. 10/- each. During the year there was alteration of the Authorized Share Capital of the Company Passing resolution at the 34th Annual General Meeting held on July 20, 2023, Authorized Share Capital of the Company was Rs. 30,00,00,000/- (Rupees Thirty Crore Only) divided into 6,00,00,000 (Six Crore) Equity Share of Rs. 5/- each. Further the Company altered its Authorized Share Capital to Rs. 30,00,00,000/- (Rupees Thirty Crore Only) divided into 30,00,00,000 (Thirty Crore) Equity Share of Re. 1/- each by Passing Resolution through postal ballot. The Companys issued, subscribed and paid-up share capital in the beginning of the year was Rs. 3,60,00,000/- (Rupees Three Crore Sixty Lakh Only) divided into 36,00,000 (Thirty Six Lakh) Equity Shares of Rs.10/- each. During the year Company declared bonus shares, due to which issued, subscribed and paid-up share capital was increased to Rs. 10,08,00,000/- (Rupees Ten Crore Eight Lakh Only) divided into 1,00,80,000 (One Crore Eighty Thousand) Equity shares of Rs.10/- each, due to share split there was change in issued, subscribed and paid-up share capital Rs. 10,08,00,000/- (Rupees Ten Crore Eight Lakh Only) divided into 2,01,60,000 (Two Crore one Lakh Sixty Thousand) at 34th Annual General Meeting held on July 20, 2023, Further due to another share split passed through postal ballot as on February 10, 2024, issued, subscribed and paid-up share capital Rs. 10,08,00,000/- (Rupees Ten Crore Eight Lakh Only) divided into 10,08,00,000 (Ten Crore Eight Lakh) Equity shares of Re. 1/- each.

5. MATERIAL CHANGES BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT:

There have been no material changes and commitments between the end of the financial year 2023-24 and the date of this report, adversely affecting the financial position of the Company.

6. CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the business activities of the Company.

7. ANNUAL RETURN :

The Annual Return as required under Section 92(3) and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Companys website at https://www.remlife.com/ reports/24/annual-return/.

8. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review 13, (Thirteen) Meetings of the Board of Directors were convened and held i.e. on May 30,2023; June 23, 2023; July, 31, 2023; August 12 ,2022; September 05, 2023; November 11, 2023; November 20, 2023; December 13 ,2023; January 08, 2024; February 14, 2024; February 20, 2024; March 07, 2024, March 27, 2024. The details of the attendance of Directors at these meetings are as under:

		Board Meetings during FY 2023-24
Name of the Director	Category	Held	Attended
Dr. Vilas Lokhande	Whole Time Director (ceased to be director due to resignation from 05,September 2023)	5	5
Mr. Adarsh Munjal	Whole Time Director (Appointed from 05,September 2023)	8	8
Mr. Hanosh Santok	Non Executive Director	13	13
Dr. Maneesha Naresh	Independent Director	13	13
Ms. Trupti Bolke	Independent Director	13	13
Ms. Seema Sanei	Independent Director	0	0
Mr. Pratik Shah	Independent Director	0	0

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors 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) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. AUDIT COMMITTEE:

The Company has constituted qualified and independent Audit Committee. The Audit Committee comprises of Ms. Trupti Bolke -Chairperson, Mr. Hanosh Santok - Member and Dr. Maneesha Naresh – Member, Mr. Pratik Shah- Member. The Company Secretary of the Company acts as Secretary to the Audit Committee. The Committee is governed by the term of reference which are in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Regulations. More details pertaining to the Audit Committee are included in the Corporate Governance report which forms part of this report.

All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company.

11. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee constituted by the Board in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 comprises of Dr. Maneesha Naresh – Chairperson, Mr. Hanosh Santok – Member and Ms. Seema Sanei – Member of the Committee.

The Committee consists of only Non-Executive Directors as its members.

The details of composition, terms of reference of the Nomination and Remuneration Committee, numbers and dates of meetings held, attendance of the Directors are given separately in the attached Corporate Governance Report which forms part of this Report.

12. PERFORMANCE EVALUATION:

In terms of provisions of the Companies Act, 2013 read with Rules issued there under and Regulation 25 of SEBI (LODR) Regulations, 2015 and further circular no. SEBI/HO/CFD/ CMD/CIR/P/2017/004 dated 05/01/2017 issued by SEBI on "Guidance note on Board Evaluation", evaluation process was carried out internally for the performance of the Board, its Committees and Individual Directors. The Independent Directors at their meeting held on 19th December 2023 have reviewed the performance evaluation of Non-Independent Directors and the Board as a whole including the Chairman. The Nomination, Remuneration and Compensation Committee carried out evaluation of performance of each Director in its meeting held on 27st March, 2024. The Board of Directors carried out performance evaluation of the Board, each Director and the Committees for the financial year ended 31st March, 2024 in its meeting held on 27th March, 2024 based on various aspects which, inter alia, included the level of participation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with the effectiveness of their contribution.

13. AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 139 and all other applicable provisions of the Companies Act, 2013 ("the Act") read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), M/s. Taori Sandeep & Associates, Chartered Accountants, Mumbai bearing Firm Registration Number 007414C with the Institute of Chartered Accountants of India (ICAI) were appointed as the Statutory Auditors of the Company at the 30th Annual General Meeting (AGM) held on September 30, 2019 for a period of five years commencing from the conclusion of the 30thAnnual General Meeting till the conclusion of the 35thAnnual General Meeting of the Company to be held for the financial year 2023-2024.

Re-appointment of Taori Sandeep & Associates, (ICAI Firm Registration No 007414C), Chartered Accountants as Statutory Auditors of the Company for a second term of five years. M/s. Taori Sandeep & Associates, have confirmed their eligibility and qualification required under section 139 and 141 and other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force, for their continuation as statutory auditors.

In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the ‘Peer Review Board of The Institute of Chartered Accountants of India (ICAI).

There are no qualifications or observations or remarks made by the Statutory Auditors in their report for the F.Y. 2023-24.

Reporting of Fraud

During the year under review, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

14. SECRETARIAL AUDIT REPORT:

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 had appointed K R Associates, Practising Company Secretary, to carry out Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report received from them is appended as "Annexure A" and forms part of this report.

The Secretarial Audit Report for the Financial Year 2023-24 does not contain any qualification, reservation and adverse remarks.

15. INTERNAL AUDIT:

As per the requirements of Section 138 of the Companies Act, 2013 and the rules made there under, Ms. Neha Shah was appointed as an Internal Auditor of the Company for the financial year 2023-24.

16. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS:

The Company has complied with all the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

17. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report.

18. DIVIDEND DISTRIBUTION POLICY:

In accordance with Regulation 43A of Listing Regulations, the Board of Directors of the Company have adopted a Dividend Distribution Policy (‘Policy) based on the need to balance the twin objectives of appropriately rewarding the Companys shareholders with dividend, and by conserving resources to meet its future requirements. The Dividend Distribution Policy of the Company is available on the Companys website.

19. PUBLIC DEPOSITS:

During the year under review, your Company has accepted and/or renewed any public deposits in terms of the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended, as per notes to accounts (xvii) to financial statements

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has not given any loans, guarantees or made any investments within the purview of Section 186 of the Companies Act, 2013.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

The details of the related party transactions, as per requirement of Accounting Standards-18 are disclosed in notes to the financial statements the Company for the financial year 2023-24. the directors have disclosed their interest in Form MBP-1 pursuant to Section 184 of the Companies Act, 2013 and as and when any changes in their interest take place, such changes are placed before the Board at its meetings. None of the transactions with any of the related parties was in conflict with the interest of the Company. The particulars of contracts or arrangements with related parties referred to in Section 188(1), in prescribed Form AOC - 2 under Companies (Accounts) Rules, 2014 are appended as "Annexure B".

22. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted an Internal Complaint Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The prescribed particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as "Annexure C" which forms part of this report of Board of Directors.

24. BUSINESS RISK MANAGEMENT:

Pursuant to section 134(3) (n) of the Companies Act, 2013 and as per provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Company has adhered to the principles of sound risk management and already has a Risk Management Policy in place. An ongoing exercise is being carried out to identify, evaluate, manage and for monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

25. CORPORATE SOCIAL RESPONSIBILITY:

The Company falls under the criteria i.e. net worth or turnover or net profit, as prescribed in section 135 of the Companies Act, 2013 for applicability of Corporate Social Responsibility (CSR) provisions. Accordingly in line with the above section, since the obligation of the Company to spend under CSR for the Financial Year 2023-2024 is below the threshold limit of Rs. 50 lakhs, the company is not required to constitute a CSR Committee. "Annexure -D" 26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has implemented a Vigil Mechanism Policy to deal with instances of fraud and mismanagement, if any. The policy also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in all cases. There were no complaints received during the year 2023-24.

27. PROHIBITION OF INSIDER TRADING :

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a ‘Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders and ‘Code of Fair Disclosure of Unpublished Price Sensitive Information to ensure prohibition of insider trading in the organization.

28. DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Companies(Appointment & Qualification Directors) Rules, 2014 and Articles of Association of the Company, Mr. Adarsh Munjal (DIN :07304004), a Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment Your Board recommends his re-appointment to the Shareholders.

A brief profile of Mr. Adarsh Munjal (DIN :07304004) as required under Regulation 36(3) of the SEBI (LODR) Regulations, 2015 and justification for his re appointment are given in the explanatory statement to Notice of the 35th Annual General Meeting.

The Company has received declaration from all the Independent Directors that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 read with the Schedule and Rules issued thereunder. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (‘IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

The following three persons were formally noted as Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013.

Mr. Adarsh Munjal	: Whole Time Director
Mr. Ashish Parkar	: Chief Financial Officer
Ms. Dhwani Desai	: Company Secretary &
	Compliance Officer

Ms.Seema Sanei and Mr. Pratik Shah was appointed as an additional independent director as on March 27, 2024.

29. PARTICULARS OF REMUNERATION:

In terms of 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 details of the ratio of remuneration of each Director to the median employees remuneration is provided in "Annexure E" which forms part of the Boards Report.

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

31. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

32. TRANSFEROFUNCLAIMEDDIVIDENDAMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no unclaimed or unpaid dividend lying with the Company. Therefore, during the year under review, the Company was not required to transfer any amount to Investor Education and Protection Fund.

33. PARTICULARS OF EMPLOYEES AND THEIR REMUNERATION:

During the year, none of the employees of your Company were in receipt of remuneration in excess of the limits as laid down under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

34. CORPORATE GOVERNANCE REPORT:

PursuanttotheprovisionsofRegulation15oftheSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as a good governance practice, the Company adheres to certain principles of Corporate Governance. A brief report on Corporate Governance and the requisite Certificate confirming compliance with the conditions of Corporate Governance, is appended as "Annexure –F" and forms part of this Report.

35. SIGNIFICANT AND MATERIAL ORDERS PASSSED BY THE COURTS OR REGULATORS:

During the year under review, no significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

36. LISTING WITH STOCK EXCHANGES:

The Equity shares of the Company are listed on BSE Ltd.

37. APPRECIATION:

Your Directors express their deep sense of appreciation and extend their sincere thanks to every executive, employee and associates for their dedicated and sustained contribution and they look forwarded to the continuance of the same in future.

38. ACKNOWLEDGEMENT:

Your Directors would like to take this opportunity to express sincere gratitude to the customers, bankers and other business associates for the continued cooperation and patronage. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Government, Regulatory Bodies and the Stock Exchanges. Your Directors place on record their deep appreciation for the exemplary contribution made by the employees at all levels. The Directors also wish to express their gratitude to the valued shareholders for their unwavering trust and support.

For and on behalf of the Board of Directors

Adarsh Munjal	Hanosh Santok
Whole Time Director	Director
DIN: 07304004	DIN: 08554687

Place: Mumbai

Date : 27/05/2024