Your directors are glad to present the Annual Report of the Company, accompanying the
Audited statement of Accounts for the financial year ended 31 March, 2023.
CORPORATE INFORMATION
Our Company having been incorporated under the provisions of the Companies Act, 1956
and having the permanence presence in India since the year 2000. The Company's business
vertices includes Manufacturing, Trading and Export of the Pharmaceutical Products. The
Company caters both the domestic and the international markets.
FINANCIAL RESULTS
(` in Lakhs)
Particulars |
Standalone |
Consolidated |
|
For The Year Ended 31 March, 2023 |
For The Year Ended 31 March, 2022 |
For The Year Ended 31 March, 2023 |
For The Year Ended 31 March, 2022 |
Revenue from operations |
13836.60 |
13153.33 |
13995.69 |
13119.31 |
Other Income |
255.87 |
164.56 |
195.61 |
163.04 |
Profit/ (loss) before tax and Exceptional Items |
808.50 |
1419.14 |
(522.89) |
1243.48 |
Exceptional Items |
53.79 |
- |
53.79 |
- |
Profit/ (loss) before Taxation |
862.29 |
1419.14 |
(469.10) |
1243.48 |
Income Tax |
204.68 |
368.84 |
204.69 |
368.85 |
Deferred Tax |
1.75 |
7.71 |
96.51 |
16.13 |
Profit after Taxation |
659.35 |
1058.01 |
577.28 |
890.76 |
DIVIDEND
The Board of Directors are gratified to recommend the final dividend at the rate of 10%
i.e. ` 1/- per equity share for the financial year 2022-23. The dividend will be paid to
all the entitled members within the time frame as specified in the Companies Act, 2013; if
the same be approved in this Annual General Meeting.
INVESTOR EDUCATION AND PROTECTION FUND
During the financial year ended 31 March, 2023; the Company has transferred ` 14,466/-
to the Investor and Education Protection Fund (IEPF') in respect of the unclaimed
dividend of Company for financial year 2014-15. Further, there were no shares on which
dividend has been unclaimed/unpaid for seven consecutive years; hence no shares were
liable to be transferred to the IEPF Authority.
TRANSFER TO RESERVE
Considering the financial position of the company; company has not transferred any
amount to its General Reserve for the financial year 2022-23.
STATEMENT OF COMPANY'S AFFAIRS
The fiscal year 2022-23 has remained intact and in-line with the growth prospects set
out in the fiscal year 2021-22. In light of the future requirements, the Company has
improved the basic infrastructures which includes but not limited to shifting entire
dispatch to the new third-party state-of-art modern central warehouse and plant
upgradation exercise at Surat Special Economic Zone. The new central warehouse will helps
company to take competitive edged in foreseeable future and deliver our goods to the
customers at shorter period of time. Further, the upgraded plant at SEZ Plant will boost
manufacturing efficiency and will also help us to get EU GMP approved the plant.
Due to infrastructural improvements during the fiscal year 2022-23 the overall
performance of the Company has remained fiattish. The Revenues from operations in
financial year 2022-23 grew by 5.2% YoY driven by higher revenue growth of Davaindia.
During the year, Revenues from Davaindia has been grew by 30.40% YoY and Revenues from
Domestic business has remained subdued and the same has been declined marginally by (0.5%)
on YoY basis. Revenue of Export business has been declined due to unviability of the plant
due to plant upgradation exercise and the same has been declined by (18.1%) on YoY basis.
During the year, EBITDA stood at 1056.81 Lakhs as compared to ` 1699.51 Lakhs during the
preceding financial year. PAT stood at ` 659.4 Lakhs as compared to ` 1058.01 Lakhs during
the preceding financial year due to high operation expenses of Davaindia. Performance of
various business verticals of the Company during financial year 2022-23 is as below:
DOMESTIC BUSINESS*
During the year, with ever increasing awareness of generic drugs and larger network of
Davaindia Generic Pharmacy Chain have pushed sales of Davaindia resulted in increased
sales of Davaindia, helps to improve the overall sales of Domestic business. During the
year, domestic Revenue was up by 12.14% on YoY basis at ` 11369.85 Lakhs. EBITDA was at `
627.90 Lakhs due to optimized operational expenses of Davaindia and PAT was up by at `
535.45 Lakhs in FY23.
*Here, Domestic business includes operations of DAVAINDIA.
EXPORT BUSINESS
During the year, the revenue from Export business has been declined on account of
unviability of plant due to plant upgradation exercise carried out during the Q3FY243
& Q4FY23. In FY 23 Exports Revenues decreased by 18.1% at ` 2466.75 Lakhs. EBITDA at `
428.91 Lakhs with healthy margins of 16.66% and PAT at ` 329.80 Lakhs for FY23.
DAVAINDIA
During the FY22 Revenues from Davaindia operations has grown 30.39% on YoY at `
5419.4 Lakhs.
Davaindia has led the revolution of patients opting for generic medicines
against branded counterparts. As of FY23, Davaindia has catered to more than 8.5 million
happy customers.
Davaindia expansions continues, in FY23 taking the total operational stores
count to 594 which included 493 Franchisee Owned Franchisee Operated (FOFO) and 101
Company Owned Company Operated (COCO) stores, which are being operated by M/s Davaindia
Health Mart Limited, the wholly owned subsidiary of the Company.
A higher number of ~ 1,700 SKU's with around 100% of Private Label Products has
enabled Davaindia to better serve customers across all segments.
The company has adopted various marketing and communication channels like print,
T.V and other mediums to increase top of the mind brand recall in the minds of the
customers. This exercise that begun to gain traction and has witnessed wallet share
increase among its users. Thus increasing its customer spends across varied price points.
Quarter-wise number of customers severed and the average wallet spends have been increased
QoQ basis during the FY23 are as below:
Particulars |
Quarter Ended |
|
Q1-FY23 |
Q2-FY23 |
Q3-FY23 |
Q4-FY23 |
No. of Customers Served (in Lakhs) |
6.4 |
7.6 |
8.6 |
9.4 |
Average Wallet Spends (`) |
248 |
254 |
269 |
268 |
Note: Figures shown herein above included operation of FOFO & COCO stores.
COVID-19 IMPACT ON BUSINESS
The Company has made assessment of the possible effects of COVID-19 pandemic on its
current and future operations, liquidity position and cash flow using internal and
external sources of information. The Company is continuously monitoring the impact of
COVID-19 and does not see any significant impact on its operations and financial position
as at 31 March, 2023.
MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
After completion of financial year on 18 July, 2023; the Company has issued and
allotted 6,87,000 equity shares on preferential basis to the persons covered under
non-promoter group category at the rate of ` 303/- per equity shares, which included
premium of ` 293/- per equity share, on the same date the Company has also issued and
allotted 6,87,000 fully convertible warrants at the issue price of ` 303/- out of which
25% upfront money i.e. 75.75/- per warrant has already been received by the Company,
balance 75% payment against the warrant has to be received within 18 months from the date
of allotment. On receipt of full amount of warrant issue price, the warrant will be
convertible into fully paid up equity share capital. Apart from this there are no Material
changes occurred between the end of the financial year of the company to which the
financial statements related and the date of the report, which is affecting the financial
position of the company.
ANNUAL RETURN
The draft of the Annual Return as required under Section 92(3) of the Companies Act,
2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 in Form
MGT-7 is available on the Company's website viz. www.zotahealthcare.com
COMMENTS ON AUDITOR'S REPORT
The notes referred to in the Auditor's Report are self-explanatory and they do not call
for any further explanation, as required under Section 134 of the Companies Act, 2013.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company comprises of Twelve (12) directors; one Non-Executive
Chairman, one Managing Director, three Whole-time Directors, one Additional Executive
Director, one Additional Non-Executive Independent Director and remaining five being the
Non-Executive Independent Directors. As on the date of this report, the composition of the
Board of the company as follows:
Name of Directors |
Category & Designation |
Mr. Ketankumar Chandulal Zota |
Non-Executive Chairman |
Mr. Moxesh Ketanbhai Zota |
Executive Managing Director |
Mr. Himanshu Muktilal Zota |
Executive Whole-Time Director |
Mr. Manukant Chandulal Zota |
Executive Whole-Time Director |
Mr. Kamlesh Rajanikant Zota |
Executive Whole-Time Director |
Mrs. Varshabahen Gaurang Mehta |
Non-Executive Independent Director |
Mrs. Bhumi Maulik Doshi |
Non-Executive Independent Director |
Mr. Vitrag Sureshkumar Modi |
Non-Executive Independent Director |
Mr. Dhiren Prafulbhai Shah |
Non-Executive Independent Director |
Mrs. Jayshreeben Nileshkumar Mehta |
Non-Executive Independent Director |
Mr. Laxmi Kant Sharma* |
Additional Executive Director |
Mr. Dhaval Chandubhai Patwa* |
Additional Non-Executive Independent Director |
*Appointments of Mr. Laxmi Kant Sharma and Mr. Dhaval Chandubhai Patwa have been made
after the completion of financial year 2022-23; on 26 August, 2023.
Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act,
2013, one-third of the directors of the company are liable to retire by rotation, and if
eligible, they can offer themselves for the re-appointment. In this Annual General Meeting
Mr. Himanshu Muktilal Zota, Whole-Time Director of the Company is liable to retire by
rotation and being eligible to offer himself for re-appointment.
As per Section 2(51) and 203 of the Companies Act, 2013; the Key Managerial Personnel
(KMP) of the Company are as follows:
Name of Directors |
Category & Designation |
Mr. Moxesh Ketanbhai Zota |
Managing Director |
Mr. Himanshu Muktilal Zota |
Whole-Time Director |
Mr. Manukant Chandulal Zota |
Whole-Time Director |
Mr. Kamlesh Rajanikant Zota |
Whole-Time Director |
Mr. Viral Mandviwala |
Chief Financial Officer |
Mr. Ashvin Variya |
Company Secretary |
Dr. Sujit Paul |
Chief Executive Officer |
Dr. Sujit Paul as the Chief Executive Officer of the Company w.e.f. January 16, 2023.
Apart from this during the year there was no change in the Key Managerial Personnel of the
Company. \
MEETING OF THE BOARD OF DIRECTORS
The Board of Directors of the company have met Six (6) times during the year. Details
of the same are stated as below:
Sr. No. |
Date of Meeting |
Board Strength |
No. of Director Present |
1 |
30/05/2022 |
10 |
10 |
2 |
13/08/2022 |
10 |
10 |
3 |
02/09/2022 |
10 |
10 |
4 |
14/11/2022 |
10 |
10 |
5 |
11/01/2023 |
10 |
10 |
6 |
13/02/2023 |
10 |
10 |
DEPOSITS
During the year, the Company has not accepted any deposits from public within the
meaning of the Section 73 of the Companies Act, 2013.
RELATED PARTY TRANSACTION
The Company has in place a robust process for approval of Related Party Transactions
and on Dealing with Related Parties. The Material Related Party Transactions approved by
the Members of the Company are also reviewed/monitored on quarterly basis by the Audit
Committee of the Company as per Regulation 23 of the Listing Regulations and Section 177
of the Companies Act, 2013.
With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and
arrangements with related parties under Section 188 of the Companies Act, 2013 read with
Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015; entered by the Company during the financial year, were in ordinary course of
business and at arm's length basis. Details of the related party transactions made during
the year are attached as Annexure-1 in form AOC-2 for your kind perusal and
information.
The Policy on Materiality of Related Party Transactions and on dealing with Related
Party Transactions as approved by the Board is available on the Company's website and can
be accessed at chrome- https://www.
zotahealthcare.com/wp-content/uploads/2022/02/Policy-on-Related-Party-Transactions.pdf.
LOANS, GUARANTEES AND INVESTMENT
With reference to Section 134(3)(g) of the Companies Act, 2013; loans, guarantees and
investments made by the company under Section 186 of the Companies Act, 2013 are furnished
in the financial statements of the Company.
CORPORATE SOCIAL RESPONSIBILITY "Finding ourselves in the service of society"
In alignment with the purpose stated above our Company has from the very beginning of
applicability of Corporate Social Responsibility, made and continuous to make and endeavor
to cover maximum programs/initiatives for discharging the social responsibility. Over the
years, under various Corporate Social Responsibility initiatives; the Company has mainly
covered three main pillars of balanced social growth of the people that are Health,
Education and Environment.
THE COMPANY DURING THE YEAR UNDER REVIEW YOUR COMPANY CONTINUED TO FOCUS ON THE ANIMAL
WELFARE AND PROMOTING EDUCATION OBJECTIVES.
On the basis of receipt of recommendations from the Corporate Social Responsibility
(CSR') Committee, the Board has framed the Corporate Social Responsibility Policy
and adopted the same. The detailed CSR policy of the Company is available on the link:
http://www. zotahealthcare.com/wp-content/uploads/2019/08/
Corporate_Social_Responsibility_Policy.pdf
The company has carried out varied CSR activities during the financial year 2022-23,
the details of the same are as per Annexure -2. Corporate Social Responsibility
Committee of the Board has met two (2) times during the last year. Details of the CSR
committee meetings are stated as below:
Sr. No. |
Date of Meeting |
Strength of Committee |
No. of Members Present |
1 |
09/04/2022 |
3 |
3 |
2 |
29/07/2022 |
3 |
3 |
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given their duly signed declarations
affirming that they have met the criteria's of independence as specified under Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
In the opinion of Board, the Independent Directors of the company possess the
integrity, requisite experience and expertise, relevant for the industry in which the
company operates. All the Independent Directors of the Company have successfully
registered with the Independent Director's Databank of the Indian Institute of Corporate
Affairs. Apart from Mrs. Varshabahen Gaurang Mehta, Independent Director of the Company,
who has got exemption from clearing the pro_ciency self- assessment test; the online
proficiency self- assessment test as conducted by the said institute has been cleared by
all the remaining Independent Directors.
NOMINATION AND REMUNERATION COMMITTEE
The Committee members including the Chairman of the Committee are Independent
Directors. Composition of the Committee is as follows:
Mrs. Varshabahen Gaurang Mehta |
- Chairman & Member |
Mr. Dhiren Prafulbhai Shah |
- Member |
Mr. Jayshreeben Nileshkumar Mehta |
- Member |
During the year, the members of Committee met only once. Details of the Meetings are
stated as below:
Sr. No. |
Date of Meeting |
Strength of Committee |
No. of Members Present |
1 |
03/01/2023 |
3 |
3 |
Terms of Reference of the Committee
To identify persons who are qualified to become Directors and who may be
appointed in senior management in accordance with the criteria laid down, recommend to the
Board their appointment and removal and shall carry out evaluation of every Director's
performance.
To formulate the criteria for determining qualifications, positive attributes
and independence of a Director and recommend to the Board a policy, relating to the
remuneration for the Directors, Key Managerial Personnel and other employees.
The Nomination and Remuneration Committee shall, while formulating the policy
ensure that:
the level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate Directors of the quality required to run the Company
successfully;
relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and
remuneration to Directors, Key Managerial Personnel and senior management
involves a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the company and its goals:
Regularly review the Human Resource function of the Company.
Discharge such other function(s) or exercise such power(s) as may be delegated
to the Committee by the Board from time to time.
Make reports to the Board as appropriate.
Review and reassess the adequacy of this charter periodically and recommend any
proposed changes to the Board for approval from time to time.
Any other work and policy, related and incidental to the objectives of the
committee as per provisions of the Act and rules made there under.
Any other terms of reference as prescribed under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and under other applicable rules and
regulations, if any.
The Committee also administers the Company's Employee Stock Option Schemes
formulated from time to time including "Zota- Employee Stock Option Plan- 2022"
and takes appropriate decisions in terms of the concerned Scheme(s).
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Remuneration to Executive Directors:
The Board of Directors in its duly held meeting, after considering the recommendations
received from Company's Nomination and Remuneration Committee, approve the remuneration to
be payable to the executive directors of the Company. The remuneration of the executive
directors is approved by considering varied norms like qualification, experience,
responsibilities, value addition to the Company and financial position of the Company. The
Board of Directors takes the permission of the members, if required, for payment of
remuneration to the aforesaid directors.
Remuneration to Non-Executive Directors:
During the year, apart from sitting fees Company has not paid any remuneration to the
Non-Executive and Independent Directors.
The detailed policy on directors' appointment and remuneration is available on the
below link: http://www.zotahealthcare.com/wp-content/
uploads/2019/08/Policy_on_Appointment_and_ Remuneration_for_Directors_Key_Managerial_
Personnel_and_Senior_Management_Employee.pdf
AUDIT COMMITTEE
The members of Audit Committee of the Company including the Chairman are Independent
Directors except Mr. Himanshu Muktilal Zota and possess requisite qualifications and
strong financial knowledge. The composition of the Audit Committee as on date is as
follows:
Mr. Vitrag Sureshkumar Modi |
- Chairman & Member |
Mrs. Varshabahen Gaurang Mehta |
- Member |
Mrs. Bhumi Maulik Doshi |
- Member |
Mr. Himanshu Muktilal Zota |
- Member |
During the year, Audit Committee has met four (4) times, details of the same are as
stated below:
Sr. No. |
Date of Meeting |
Strength of Committee |
No. of Members Present |
1 |
30/05/2022 |
4 |
4 |
2 |
13/08/2022 |
4 |
4 |
3 |
14/11/2022 |
4 |
4 |
4 |
13/02/2023 |
4 |
4 |
The Whole term of references of audit committee are to recommend for appointment of the
Statutory Auditor, Internal Auditor and Chief Financial Officer, approve related party
transactions, examination of financial statements and auditor's report, scrutinize inter
corporate loans and investments, evaluation of Internal Financial Control and Risk
Management, review and monitor auditors independence and performance and effectiveness of
audit process, review Internal Audit Reports, monitor and review compliances of the
provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, monitor and
review the utilization of fund raised through IPO, FPO, Right Issue and Preferential
Issues and any other terms of reference as prescribed under Companies Act, 2013, the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and under other
applicable rules and regulations, if any.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with
Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015; and to solve the investor's grievances, the Company has formulated the Stakeholder
Relationship Committee; the composition of the Committee is as follows:
Mr. Jayshreeben Nileshkumar Mehta |
- Chairman & Member |
Mr. Manukant Chandulal Zota |
- Member |
Mr. Himanshu Muktilal Zota |
- Member |
During the year, Stakeholders Relationship Committee has met one (1) time, details of
the meeting is as follows:
Sr. No. |
Date of Meeting |
Strength of Committee |
No. of Members Present |
1 |
29/03/2023 |
3 |
3 |
INDEPENDENT DIRECTORS' MEETING
The Independent Directors met on 29 March, 2023, without the attendance of
Non-Independent Directors. The Independent Directors reviewed the performance of
Non-Independent Directors, the Committees and the Board as a whole along with the
performance of the Chairman of the Company, taking into account the views of Executive
Directors and assessed the quality, quantity and timeliness of flow of information between
the management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.
VIGIL MECHANISM/WHISTLE BLOWER
The Company has established a Vigil Mechanism & a Whistle Blower System to deal
with instances of fraud and mismanagement, if any. The policy has a systematic mechanism
for directors and employees to report concerns about unethical behaviour, actual or
suspected fraud or violation of the Company's Code of Conduct or policy and makes
provision for direct access to the Chairman of the Audit Committee. The detailed Whistle
Blower Policy & Vigil Mechanism available on below link:
http://www.zotahealthcare.com/wp-content/ uploads/2019/11/VIGIL_MECHANISM.pdf
RISK MANAGEMENT
Risks are events, situations or circumstances which may lead to negative consequences
on the Company's business. Risk Management is a structured approach to manage uncertainty.
An enterprise wide approach to Risk Management is being adopted by the Company and key
risks will now be managed within a unitary framework. As a formal roll-out, all business
divisions and corporate functions will embrace Risk Management Policy and Guidelines, and
make use of these in their decision making. Key business risks and their mitigation are
considered in the annual/strategic business plans and in periodic management reviews. Risk
management process has been established across the Company and is designed to identify,
assess and frame a response to threats that affect the achievement of its objectives and
all the major functions and revolves around the objectives of the organization. The risk
management process over the period of time will become embedded into the Company's
business system and processes, such that our responses to risk remain current and dynamic.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your directors
hereby confirm:
A. That in preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departments;
B. That the directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs if the Company at the end of the
financial year and of the profit and loss of the Company for that period;
C. That the directors had 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 for preventing and detecting fraud and other irregularities;
D. That the directors had 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;
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.
BOARD EVALUATION
The performance evaluation of the Board, its Committees and the Independent Directors
of the company were evaluated by the Board after obtaining inputs from all the directors
on the fixed benchmark for the performance evaluation such as participation in strategy
formulation and decision making; participation in Board and Committee meetings;
Directions, views and recommendations given to the Company, etc.
The Board reviewed the performance of the individual directors on the basis of the
criteria such as the contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on
the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent
directors, performance of the board as a whole and performance of the chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. The Performance evaluations of the Independent directors were done by the
entire board, excluding the independent directors who were being evaluated did not
participate in the same.
INTERNAL FINANCIAL CONTROL SYSTEM
The Company has a well-placed, proper and adequate internal financial control system
which ensures that all the assets are safeguarded and protected and that the transactions
are authorized recorded and reported correctly. The internal audit covers a wide variety
of operational matters and ensures compliance with specific standard with regards to
availability and suitability of policies and procedures. During the year no reportable
material weakness in the design or operation were observed.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
No significant and material orders were passed by the regulators or the courts or
tribunals impacting the going concern status and Company's operations in future.
REPORTING OF FRAUD BY AUDITOR'S
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor
has reported to the Audit Committee any instances of fraud committed against the Company
by its
Officers or Employees; the details of the same would need to be mentioned, if any, in
the Director's Report.
CORPORATE GOVERNANCE
Your Company has incorporated the appropriate standards for the corporate governance.
The Company has filed all the quarterly compliance reports on corporate governance within
the due time line to the Stock Exchange, as specified in Regulation 27(2) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other
Corporate Governance norms mentioned under the said regulation dully complied by the
Company. Moreover, as per Regulation 34(3) read with Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 company gives the Corporate
Governance Report in its Annual Report. Corporate Governance Report is as per Annexure
- 3.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING
With reference to Section 134(3) (m) of the Companies Act, 2013, the details of
conservation of energy, technology absorption and foreign exchange earnings are as per
Annexure - 4.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report, as required under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate
section and forms an essential part of this Report.
SECRETARIAL AUDITOR
Your Board has appointed the PCS Ranjit Binod Kejriwal, as Secretarial Auditor of the
Company for the period of 5 consecutive years starting from financial year 2021-22. Mr.
Ranjit Binod Kejriwal is a peer reviewed auditor. The Secretarial Audit Report for the
financial year 2022-23, which has been received from the PCS Ranjit Binod Kejriwal is
attached as Annexure - 5. Report of the Secretarial Auditor is self-explanatory and
need not any further clarification.
COST AUDITOR
During the year, as per the provisions of Section 148 of the Companies Act, 2013, Cost
Audit is applicable for following businesses such as Coffee, Drugs and Pharmaceuticals,
Insecticides, Milk Powder, Organic Chemicals, Other Machinery, Petroleum Products and Tea,
etc. The Company has maintained and prepared the cost records. However, as the
manufacturing unit of the Company is situated in Special Economic Zone, so the requirement
of appointment of the Cost Auditor is not applicable to the Company.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There was no employee drawing remuneration in excess of limits prescribed under Section
197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosure
pertaining to remuneration as required under section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Amendment Rules, 2016 are as per Annexure - 6.
CEO & CFO CERTIFICATION
In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015; the CEO & CFO have certified to the Board of Directors
of the Company with regard to the financial statements and other matters specified in the
said regulation for the financial year 2022-23. The certificate received from CEO &
CFO is attached herewith as per Annexure - 7.
CODE OF CONDUCT
The Board of Directors has formulated and adopted the Code of Conduct for Board of
Directors and Senior Management Personnel from 30 May, 2018. During the year, Board of
Directors and Senior Management Personnel has complied with general duties, rules, acts
and regulations. In this regard the Board has received a certificate from the Chief
Executive Officer as required under Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015; the same is attached herewith as per Annexure - 8.
Code of Conduct for Board of Directors and Senior Management Personnel being effective
from 30 May, 2018 is available on below link: http://www.zotahealthcare.
com/wp-content/uploads/2019/08/Code_of_Conduct_ for_Board_Members_and_Senior_Management_
Personnel.pdf
CERTIFICATE ON CORPORATE GOVERNANCE
Corporate Governance is a set of process, practice and system which ensure that the
Company is managed in a best interest of stakeholders. The key fundamental principles of
corporate governance are transparency and accountability. At Zota, Company's core business
objective is to achieve growth with transparency, accountability and with independency.
Company has adopted various corporate governance standard and doing business in ethical
way by which Company has enhance stakeholders trust, shareholders wealth creation by
improving shares valuation, market capitalization, etc.
A certificate received from M/s Shivangi Parekh & Co., Chartered Accountants,
Statutory Auditors of the Company regarding compliance of the conditions of Corporate
Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached herewith as per Annexure - 9.
SHARE CAPITAL
During the year, the Company has not issued and allotted any shares. However, after
completion of financial year on 18 July, 2023; the Company has issued and allotted
6,87,000 equity shares on preferential basis to the persons covered under non-promoter
group category at the rate of ` 303/- per equity shares, which included premium of ` 293/-
per equity share, on the same date the Company has also issued and allotted 6,87,000 fully
convertible warrants at the issue price of ` 303/- out of which 25% upfront money i.e.
75.75/- per warrant has already been received by the Company, balance 75% payment against
the warrant has to be received within 18 months from the date of allotment. On receipt of
full amount of warrant issue price, the warrant will be convertible into fully paid up
equity share capital. Apart from this the Company has not issued any shares including
shares with different rights, sweat equity shares or employee stock options. As on the
date of this report the paid up Share Capital of the Company stood at ` 25.85 crores and
on fully diluted basis it stood at ` 26.53 crores.
UTILISATION OF FUNDS
The details of utilization of funds raised through preferential allotment as at 31
March, 2023 are as below:
Original Object |
Original allocation (` in Lakhs) |
No. of Members Present(` in Lakhs) |
Expansion of DAVAINDIA Project |
1500.00 |
1500.00 |
Working capital requirement |
150.00 |
150.00 |
General Corporate Purpose |
30.00 |
30.00 |
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES
During the year, no Company has become Subsidiary, Joint Venture and Associate Company
of the Company and no Company has ceased as the Subsidiary, Joint Venture and Associate
Company of the Company.
As at 31 March, 2023; The Company has two Wholly Owned Subsidiary Companies as below:
1) M/s Zota Healthcare Lanka (Pvt) Ltd (incorporated in Sri Lanka)
2) M/s DavaIndia Health Mart Limited
PERFORMANCE OF SUBSIDIARY COMPANIES Zota Healthcare Lanka (Pvt) Ltd
During the year under review Zota Healthcare Lanka (Pvt) Ltd has not commenced any
commercial operations in Sri Lanka and the financial performance of the same are as below:
Particulars |
Amount (` in Lakhs) |
total assets |
0.95 |
total revenues |
0.00 |
total net profit |
(0.08) |
Davaindia Health Mart Limited
Davaindia Health Mart Limited (WOS) is engaged in the business of retail trading of
pharmaceutical, nutraceutical, OTC, ayurvedic and cosmetic products. For the business
purpose as stated above, the WOS has launched the Company Owned Company Operated (COCO)
stores of Davaindia a retail generic pharmacy chain. The financial performance of the WOS
for the financial year ended 31 March, 2023 are as below:
Particulars |
Amount (` in Lakhs) |
total assets |
6619.11 |
total revenues |
1460.95 |
total net loss |
(1129.04) |
CONSOLIDATED FINANCIAL STATEMENTS
The Statutory Auditor of the Company have provided the Consolidated Financial
Statements of the company and the same is forming a part of this Report. The Consolidated
Financial Statements includes financial statements of the following companies: M/s Zota
Health Care Limited Parent Company
M/s Zota Healthcare Lanka (Pvt) Ltd - Wholly Owned Subsidiary Company
M/s Davaindia Health Mart Limited - Wholly Owned Subsidiary Company
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing salient features of the financial
statements of Subsidiaries is given in Form AOC-1 which forms an essential part of this
Report and is attached herewith as per
Annexure - 10.
MATERIAL SUBSIDIARY
The Company has formulated the Policy on Material Subsidiary, indicating therein the
threshold limit of Material Subsidiary as specified under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. During the year, the Company does not have
any Material Subsidiary. The Policy on Material Subsidiary is available on the Company's
website and can be accessed from following link:
http://www.zotahealthcare.com/wp-content/uploads/2019/08/Policy_on_Material_Subsidiary.
pdf
ESOP PLAN
Pursuant to the approval of the Members at the Extraordinary General Meeting held on 17
February, 2023, the Company adopted the Zota Health Care - Employee Stock Option
Plan 2022' ("ZHL ESOP 2022")'. With a view to reward the eligible and
potential Employees for their performance and to motivate them to contribute to the growth
and profitability of the Company. The Company also intends to use this Scheme to attract
and retain talents in the organization. The Company views Employee Stock Options as a
means that would enable the Employees to get a Share in the value they create for the
Company in future. The Company has Employee Stock Option Scheme namely, Zota
Health Care - Employee Stock Option Plan 2022' ("ZHL ESOP 2022"), stock
options under ZHL ESOP 2022 are yet to be granted.
The details of ZHL ESOP 2022 pursuant to SEBI (Share Based Employee Benefits and
Sweat Equity), Regulations, 2021, as at 31 March, 2023 is uploaded on the website of the
Company web link: https://www.zotahealthcare.com/wp-content/
uploads/2023/09/ESOP_Disclosure_2022-23.pdf. In terms of Regulation 13 SEBI (Share Based
Employee Benefits and Sweat Equity), Regulations, 2021, the Certificate from PCS Ranjit
Kejriwal, Secretarial Auditor, would be placed before the shareholders at the ensuing AGM
and is also attached herewith as Annexure - 11.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
As stipulated under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Business Responsibility & Sustainability Report describing the
initiatives taken by the Company from an environmental, social and governance perspective
is attached as a part of the Annual Report as an Annexure - 12 and is also made
available on the Website of the Company at https://www.zotahealthcare.com/wp-content/
uploads/2023/09/Zota-AR23_BRSR.pdf
SEXUAL HARASSMENT OF WOMEN
The constitution of the Internal Complaints Committee of the company is in accordance
with the provisions relating to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year, there were no cases filed pursuant
to the aforesaid Act.
OTHER DISCLOSURES
There are no proceedings initiated/pending against your Company under the Insolvency
and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or
Financial Institution.
CYBER SECURITY INCIDENT
During the year, there are no incidents of cyber security breach reported.
ACKNOWLEDGEMENT
We hereby sincerely recognize and admire the comprehensive support and cooperation of
our Bankers, Auditors, RTA and members during the year.
For and on behalf of the Board
ZOTA HEALTH CARE LIMITED
|
Sd\- |
Sd\- |
|
Moxesh K. Zota |
Himanshu M. Zota |
Date: 4 September, 2023 |
(Managing Director) |
(Whole-Time Director) |
Place: Surat |
(Din: 07625219) |
(Din: 01097722) |
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